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Six Flags Entertainment Corp – ‘DEFC14A’ on 10/25/05 re: Six Flags Entertainment Corp

On:  Tuesday, 10/25/05, at 1:08pm ET   ·   Effective:  10/25/05   ·   Accession #:  950117-5-4044   ·   File #:  1-13703

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/25/05  Six Flags Entertainment Corp      DEFC14A    10/25/05    1:476K Six Flags Entertainment Corp      Command F… Self-Filer/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFC14A     Six Flags, Inc.                                     HTML    332K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant S

Check the appropriate box:

£ Revised Preliminary Consent Revocation Statement
£ Confidential, for Use of the Commission Only (as permitted) by Rule 14a-6(e)(2)

S Definitive Consent Revocation Statement

£ Definitive Additional Materials

£ Soliciting Material Pursuant to § 240.14a-12

SIX FLAGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

CONSENT REVOCATION STATEMENT

SIX FLAGS, INC.

October 25, 2005

Dear Fellow Stockholder:

On August 17, 2005, Red Zone LLC (“Red Zone”), an investment vehicle controlled and managed by Daniel M. Snyder, commenced a process to remove three directors that you recently elected (including me) and replace them with its slate of handpicked nominees. Red Zone proposes to do this by soliciting your consent to six different proposals, as described in the enclosed document. Red Zone’s soliciting materials state that it believes its three new directors, if elected, will influence the Board to remove me as Chairman and CEO and appoint Mr. Snyder as Chairman of the Board and Mark Shapiro, another of Red Zone’s Board designees, as CEO, and develop a new operating plan for the Company.

Red Zone’s also says that if its consent solicitation is successful, it will commence a tender offer to increase its ownership of the Company to up to 34.9% of the common stock at a price of $6.50 per share, if and only if, at any time during the ninety days following the date its nominees are seated on the Board, the Company’s stock closes at a price at or lower than $6.50 per share for five consecutive trading days. On September 15, 2005, the last trading day prior to the first public announcement that Red Zone would commence its offer only if this share price condition were satisfied, the Company’s closing price on the NYSE was $7.45. If the offer is commenced it will be subject to a number of conditions, including the appointment of Mr. Snyder as Chairman of the Board and Mr. Shapiro as CEO.

The Board believes that Red Zone’s three pronged plan -- (1) remove and replace directors in the consent solicitation, (2) have its nominees, if successfully seated, influence the Board to remove and replace senior management and alter the Company’s operating plan and (3) increase its ownership pursuant to its tender offer if its consent solicitation is successful and the other conditions to the launch and closing of the offer are satisfied -- constitute an integrated effort on the part of Red Zone to obtain and exercise substantial influence and effective control over Six Flags.

On August 25, 2005, the Company announced that its Board of Directors, a majority of which is comprised of independent directors elected by you, had determined to initiate a process to seek proposals from third parties regarding a possible sale of the Company. The process is designed to result in the receipt of full and fair value by all of the Company’s stockholders for all of their shares. In its announcement, the Company said that it intends to pursue a prompt and orderly auction process, in which Red Zone can participate if it has a serious interest in pursuing an acquisition of the entire Company.

In the Board’s view, this is a favorable time to conduct an auction process, particularly in light of the strong, broad-based performance of the Company’s parks during 2005 and the state of the current mergers and acquisitions and financing markets. The Board believes that its process will result in the best price available for the Company and that stockholders as a group -- and not Red Zone or Mr. Snyder -- should be the ones to decide whether that price will be attractive enough to garner their support. Further, we believe, that your current Board, all of whom are committed to a prompt, orderly and competitive sale process -- and not Red Zone or Mr. Snyder -- are the right persons to conduct the sale process.

The Board further believes that Red Zone’s proposed consent solicitation may very well interfere with the Board’s efforts to seek a sale of the Company designed to obtain full and fair value for all stockholders. Among other things, potentially interested parties will be faced with significant uncertainty regarding the composition of the Board and its continuing commitment to the sale process, which could chill the interests of potentially interested parties in committing the time and resources necessary to pursue a transaction. In addition, the Board believes that the replacement of the Company’s senior management and the abandonment or substantial modification of its

capital, marketing and other operating plans during the sale process could have a negative effect on the Board’s ability to effect a transaction.

Red Zone would like you to believe that its nominees, if elected, would actively oversee and monitor the Company’s sales efforts free of conflict of interest. Yet, how can you be comfortable that Red Zone’s nominees, if seated as directors, would review and participate in the process with open minds free of bias and otherwise be actively supportive of the process? After all, Red Zone has publicly stated that it is opposed to the sale of Six Flags -- remember, in its most recent filing, Red Zone states its belief that “Now is not the time to sell the Company!” -- and a critical element of its campaign is to become managers of Six Flags by having its controlling member and CEO become the Chairman and the CEO, respectively, of the Company. A sale also would be inconsistent with the use of Six Flags to fulfill the reported plans of Messrs. Snyder and Shapiro to build an entertainment and media company.

Contrary to what Red Zone would like you to believe, the Red Zone nominees would, in the Board’s view, be conflicted in reviewing and participating in the critically important sales process and, as such, should not be relied upon as independent, disinterested directors for such purpose. In addition, for a sale process to be successful, it is important, in our judgment, that all directors, including the Chairman and CEO, be active supporters of the process. If Red Zone were truly interested in not interfering and seeing what a sale process could offer, it could have postponed its consent solicitation efforts.

Red Zone contends that the Company’s strategies must be completely overhauled. Yet, the evidence, in our judgment, shows that our plan is working. Starting in late 2003, the Company launched a series of initiatives to improve performance, including targeted capital expenditures, improved guest services and the aggressive launch of a new advertising program. Early results of the turnaround include significant increases in attendance, per capita spending and cash flow. The Company recently reported that year-to-date revenues through August 1 of this year were 9.8% higher than in the comparable period of the prior year, on an attendance increase of 6.3%. This compares to a 1.8% decrease in revenues in the comparable 2004 period over the prior year and an attendance decrease of 4.2%. The Board is concerned that a change in board and management composition at this time would be disruptive and could jeopardize the success of these plans.

Red Zone also is saying that new operating plans must be implemented to attract a more balanced audience of youth and families and to create strategic sponsorship and concession relationships with vendors. Yet Red Zone’s thoughts on these topics are not, in our view, original. The Company already does many of the things suggested -- or has considered them and has decided that they would not be sound business strategies. The Six Flags parks have always attracted a broad range of youth and families. For example, according to our internal surveys, as of September 25, 2005, 21% of our 2005 park guests were 11 years old or younger, 30% were between the ages of 12 and 17 and the remainder of our park guests were 18 or older.

The Company consistently reviews its advertising and marketing strategies (including direct mail) to attract optimal age demographics, and has consistently targeted both youth and parents (particularly moms) in its advertising campaigns. In addition, Six Flags has long employed varied marketing methods, including direct mail. Six Flags made over 15.5 million direct mailings in 2005. The Company has also for many years had co-branded integrated marketing and sponsorship and co-op advertising programs with various partners, including Coca Cola, Wendy’s, The Texas Rangers, Blockbuster and others. In 2005, these partners spent $23.5 million on Six Flags advertising, leveraging substantially the media that the Company purchases from its own funds. In addition, over 2.2 billion offers of admission were circulated, at no cost to the Company, on Coca Cola products during the year.

As for Red Zone’s suggestions relating to the outsourcing of concession operations, which is a profitable business for Six Flags, the Company will record approximately $275 million in concession revenues for 2005 in food and beverage sales alone, with a gross profit margin of 60%. In addition, food and beverage expenditures per visitor have been growing significantly over the past few years. Outsourcing concession operations would, in our view, result in the Company foregoing attractive profit opportunities now and in the future.

The Board believes there are ample other reasons to oppose the Red Zone solicitation. The Board has reviewed the backgrounds of the Red Zone nominees and considered their limited suggestions and has concluded that the Snyder/Shapiro team lacks the necessary credentials and experience to successfully run the Company and,

despite their protestations to the contrary, has yet to provide concrete plans or proposals to enhance stockholder value. The Board also is concerned that Mr. Shapiro’s financial arrangements with Red Zone as its CEO, which the Red Zone soliciting materials inexplicably fail to disclose, could result in his having divided loyalties and financial incentives that could benefit Red Zone and Mr. Snyder, regardless of whether his actions also benefit the Company.

The Board believes the foregoing are reasons enough to oppose the Red Zone solicitation, whether or not the tender offer is ever commenced or completed. In addition, the Board does not believe that the stockholders should elect the Red Zone nominees to the Board and thereby place them in a position to implement their plan to obtain substantial influence and effective control over the Company without offering to pay full and fair value to all stockholders for all of their shares. Yet the Red Zone program provides no such guarantee of value to the Six Flags stockholders.

The one sure way Red Zone could provide value to the Six Flags stockholders for all of their shares is for it to participate in the Board’s sales process and offer maximum value for all of the shares. Yet the Red Zone materials are silent as to why the Snyder Group has refused the Board’s invitation to participate in the auction and act in a constructive manner to benefit all stockholders. Red Zone's failure to participate is also inconsistent with its earlier communications when it sought to attribute its failure to consider a transaction for the whole Company on the Company's lack of cooperation.

We strongly urge you to reject Red Zone’s efforts to remove three directors that you elected and replace them with its slate of handpicked nominees. We believe that the existing Board of Directors -- which is composed of a majority of independent directors -- is better able to provide full and fair value to all Company stockholders than Red Zone’s slate of nominees, who are publicly committed to allowing Red Zone to move forward with its unsolicited proposals.

You can reject Red Zone and its efforts to take effective control of your Company. First, do not sign Red Zone’s white consent card. Second, if you have previously signed a white consent card, you may revoke that consent simply by signing, dating and mailing the enclosed BLUE Consent Revocation Card immediately. Finally, if you have not signed Red Zone’s consent card, you can show your support for your Board and its active effort to sell the entire Company by signing, dating and mailing the enclosed BLUE Consent Revocation Card. Regardless of the number of shares you own, your revocation of consent is important. Please act today.

Thank you for your support.

Very truly yours,

Kieran E. Burke,

Chairman and Chief Executive Officer

Six Flags, Inc.

If you have any questions about revoking any consent you may have previously granted or require assistance, please call:

MACKENZIE PARTNERS, INC.

105 Madison Avenue

New York, New York 10016

Tel: 212-929-5500

Fax: 212-929-0308

Call Toll Free: 1-800-322-2885

Email: proxy@mackenziepartners.com

CONSENT REVOCATION STATEMENT

SIX FLAGS, INC.

11501 Northeast Expressway

Oklahoma City, Oklahoma 73131

October 25, 2005

BY THE BOARD OF DIRECTORS OF SIX FLAGS, INC.

IN OPPOSITION TO

A CONSENT SOLICITATION BY RED ZONE LLC

This Consent Revocation Statement is furnished by the Board of Directors (the “Board”) of Six Flags, Inc., a Delaware corporation (the “Company”), to the holders of outstanding shares of the Company’s common stock, par value $.025 per share (the “common stock”), in connection with your Board’s opposition to the solicitation of written stockholder consents by Red Zone LLC (“Red Zone”), an investment vehicle controlled and managed by Daniel M. Snyder.

On August 17, 2005, Red Zone publicly announced its intention to remove, without cause, Kieran Burke, James Dannhauser and Stanley Shuman as directors of the Company and to replace them with a slate of nominees handpicked by Red Zone. In addition, Red Zone and Mr. Snyder have announced their intention to make certain amendments to the Company’s Bylaws (the “Bylaws”) in order to promote the ability of Red Zone to implement its changes to the Company’s Board. Specifically, Mr. Snyder, through Red Zone, is asking you to (i) fix the number of directors of the Company at seven (and require a unanimous vote of the Board to further amend the number of directors), (ii) require that vacancies on the Board created as a result of the removal of the current directors by the Company’s stockholders be filled only by a majority vote of the stockholders, and (iii) repeal any amendments to the Bylaws adopted by the Board after September 13, 2004 (the “Red Zone Proposals”).

Red Zone’s most recent materials also state that if its consent solicitation is successful, it will commence a tender offer to increase its ownership of the Company to up to 34.9% of the common stock at a price of $6.50 per share, but only if at any time during the ninety days following the date its nominees are seated on the Board, the Company’s stock closes at a price at or lower than $6.50 per share for five consecutive trading days. Red Zone’s public filings state that its proposed tender offer will, however, be subject to a number of conditions, including (i) the adoption by the Company’s stockholders of the Red Zone Proposals, (ii) the installment of Mr. Snyder as Chairman of the Board and Mark Shapiro, another of Red Zone’s Board designees, as Chief Executive Officer of the Company, (iii) the Company amending its stockholder rights plan to make the rights issued thereunder inapplicable to Red Zone’s offer, (iv) the Board taking all actions so that restrictions contained in Section 203 of the Delaware General Corporation Law applicable to a “business combination” will not apply to any business combination involving the Company, on the one hand, and Red Zone or any of its affiliates, on the other hand, (v) the expiration of any waiting period under antitrust laws, and (vi) there not having occurred any events which, in Red Zone’s reasonable judgment, would have a material adverse effect on the Company’s business. The purchase by any third-party of more than 35% of the Company’s shares will give rise to an acceleration or repurchase right with respect to the Company’s approximately $2.4 billion in preferred shares and debt. The Board believes that these types of provisions, which are customary for securities of the type outstanding, should not impede a properly financed third-party from purchasing all of the outstanding shares of Six Flags. Stockholders should note that the Board has not made any determination regarding the fairness or adequacy of the per share price to be offered in Red Zone’s tender offer, should it ever be made.

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On August 18, 2005, the Board met telephonically to review Red Zone’s filings and to begin considering the appropriate response. On August 23, 2005, the Board and its financial and legal advisors met to discuss Red Zone’s unsolicited proposals and the Company’s past and current business operations, financial position and future prospects. At a meeting held the following day, the Board unanimously determined that, Red Zone’s proposals and other actions, taken as a whole, are not in the best interests of all of the Company’s stockholders.

At the August 24, 2005 meeting, the Board also unanimously determined to seek proposals from third parties regarding a possible sale of the entire Company. The process initiated by the Company’s Board of Directors is designed to result in the receipt of full and fair value by all of the Company’s stockholders for all of their shares. The Company currently intends to pursue a prompt, orderly and competitive auction process which will involve the furnishing of descriptive materials to a broad group of potential buyers and the solicitation from these potential buyers of proposals to acquire 100% of the outstanding shares. This process will be led by the Company’s financial advisors, Lehman Brothers Inc. and Allen & Company LLC, subject to the direction of the Board of Directors. The Board anticipates that it would alter the process only if it believes doing so will enable it to obtain the best transaction reasonably available for the benefit of all stockholders. The Board will approve a transaction only following a determination that such transaction is, in the Board's judgment, fair to and in the best interests of the Company's stockholders. In this regard, the Board expects to receive, prior to approving any transaction, one or more opinions as to the fairness of the consideration to be received by stockholders in connection with any such transaction. See “Background of the Red Zone Proposals” for a discussion of the factors considered by the Board in reaching its determinations.

The Board believes that initiating a sales process at this time is the best way to deliver full and fair value to all of the Company’s stockholders. In the Board’s view, this is a favorable time to conduct an auction process, particularly in light of the strong, broad-based performance of the Company’s parks during 2005 and the state of the current mergers and acquisitions and financing markets. The Board believes that its process will result in the best price available for the Company and that stockholders as a group -- and not Red Zone or Mr. Snyder -- should be the ones to decide whether that price will be attractive enough to garner their support. Further, we believe, that your current Board, all of whom are committed to a prompt, orderly and competitive sale process -- and not Red Zone or Mr. Snyder -- are the right persons to conduct the sale process.

A sales transaction will give rise to an acceleration or repurchase right with respect to the Company’s preferred shares and debt. The Board believes that these types of provisions, which are customary for securities of the type outstanding, should not impede a properly financed third party from purchasing all of the outstanding shares of Six Flags. In the Company’s view, a buyer should be able to refinance, if necessary, the Company’s outstanding preferred shares and debt, and the holders of these instruments may in fact not choose to accelerate their maturity in light of current market conditions.

Your Board expects to file a Solicitation and Recommendation Statement with the Securities and Exchange Commission (the “SEC”) in which the Board will advise stockholders of its recommendation with respect to the Red Zone tender offer and the reasons therefor. The Solicitation and Recommendation Statement will only be filed if and following the time Red Zone formally commences its offer by filing its tender offer materials with the SEC.

Your directors were selected for nomination through a process implemented by the Board in keeping with good corporate governance practices. Please see the discussion in this Consent Revocation Statement under the heading “Information About the Company and its Directors and Officers -- Corporate Governance Policies and Practices.” In contrast, Mr. Snyder’s nominees have been selected solely by Mr. Snyder without review by the independent nominating and corporate governance committee of the Board.

YOUR BOARD UNANIMOUSLY OPPOSES THE SOLICITATION BY RED ZONE AND MR. SNYDER. YOUR BOARD, WHICH IS COMPOSED OF A MAJORITY OF INDEPENDENT DIRECTORS, IS COMMITTED TO ACTING IN THE BEST INTERESTS OF ALL OF THE COMPANY'S STOCKHOLDERS. THE SALE PROCESS INITIATED BY THE BOARD IS DESIGNED TO RESULT IN THE RECEIPT OF FULL AND FAIR VALUE BY ALL OF THE COMPANY'S STOCKHOLDERS FOR ALL OF THEIR SHARES.

This Consent Revocation Statement and the enclosed BLUE Consent Revocation Card are first being mailed to stockholders on or about October 27, 2005.

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YOUR BOARD URGES YOU NOT TO SIGN ANY WHITE CONSENT CARD SENT TO YOU BY RED ZONE, BUT INSTEAD TO SIGN AND RETURN THE BLUE CONSENT REVOCATION CARD INCLUDED WITH THESE MATERIALS.

If you have previously signed and returned Red Zone’s white consent card, you have every right to change your mind and revoke your consent. Whether or not you have signed the white consent card, we urge you to mark the “YES, REVOKE MY CONSENT” boxes on the enclosed BLUE Consent Revocation Card and to sign, date and mail the card in the postage-paid envelope provided. Although submitting a consent revocation will not have any legal effect if you have not previously submitted a consent card, it will help us keep track of the progress of the consent process. Regardless of the number of shares you own, your consent revocation is important. Please act today.

If your shares are held in “street name,” only your broker or your banker can vote your shares. Accordingly, you may either sign, date and mail the enclosed BLUE Consent Revocation Card or contact the person responsible for your account and instruct him or her to submit a BLUE Consent Revocation Card on your behalf today.

The Board has set October 24, 2005 as the record date (the “Record Date”) for the determination of the Company’s stockholders who are entitled to execute, withhold or revoke consents relating to Red Zone’s consent solicitation. Only holders of record as of the close of business on the Record Date may execute, withhold or revoke consents with respect to Red Zone’s consent solicitation.

If you have any questions about giving your consent revocation or require assistance, please call:

MACKENZIE PARTNERS, INC.

105 Madison Avenue

New York, New York 10016

Tel: 212-929-5500

Fax: 212-929-0308

Call Toll Free: 1-800-322-2885

Email: proxy@mackenziepartners.com

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TABLE OF CONTENTS

iv

FORWARD LOOKING STATEMENTS

This document contains "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements we make regarding (i) our belief that cash flows from operations, available cash and available amounts under our credit agreement will be adequate to meet our future liquidity needs for at least the next several years and (ii) our expectation to refinance all or a portion of our existing debt on or prior to maturity.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and include the following:

Any forward-looking statement made by us in this document speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Except as required by applicable law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

DESCRIPTION OF THE RED ZONE CONSENT SOLICITATION

As set forth in its consent solicitation materials filed with the SEC, Red Zone is asking you to vote on the following proposals:

(1)           To remove, without cause, Mr. Kieran Burke, Mr. James Dannhauser and Mr. Stanley Shuman as directors of the Company;

(2)           To elect Mr. Snyder and the following individuals chosen by Mr. Snyder to serve as directors of the Company: Mr. Mark Shapiro and Mr. Dwight Schar (Messrs. Snyder, Shapiro and Schar are referred to collectively as the “Red Zone Nominees”);

(4)           To amend the Company’s Bylaws to require the unanimous vote of all directors for any change in the number of directors constituting the Board;

(5)           To amend the Company’s Bylaws to provide that vacancies on the Board created as a result of the removal of the current directors by the Company's stockholders may be filled only by a majority vote of the stockholders; and

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(6)           To repeal each provision of the Company’s Bylaws or any amendment thereto adopted since September 13, 2004.

If the Red Zone Proposals are approved, it is Red Zone’s stated intention to have the Board appoint Mr. Snyder as Chairman and Mr. Shapiro as Chief Executive Officer.

The Company’s Board believes that all six of the Red Zone Proposals are part of an integrated plan to enable Red Zone to obtain substantial influence and effective control over the actions, strategy and direction of your Company.

Red Zone’s most recent materials also state that if its consent solicitation is successful, it will commence a tender offer to increase its ownership of the Company to up to 34.9% of the common stock at a price of $6.50 per share, but only if at any time during the ninety days following the date its nominees are seated on the Board, the Company’s stock closes at a price at or lower than $6.50 per share for five consecutive trading days. Red Zone’s public filings state that its proposed tender offer will, however, be subject to a number of conditions, including (i) the adoption by the Company’s stockholders of the Red Zone Proposals, (ii) the installment of Mr. Snyder as Chairman of the Board and Mark Shapiro, another of Red Zone’s Board designees, as Chief Executive Officer of the Company, (iii) the Company amending its stockholder rights plan to make the rights issued thereunder inapplicable to Red Zone’s offer, (iv) the Board taking all actions so that restrictions contained in Section 203 of the Delaware General Corporation Law applicable to a “business combination” will not apply to any business combination involving the Company, on the one hand, and Red Zone or any of its affiliates, on the other hand, (v) the expiration of any waiting period under antitrust laws, and (vi) there not having occurred any events which, in Red Zone’s reasonable judgment, would have a material adverse effect on the Company’s business. The purchase by any third-party of more than 35% of the Company’s shares will give rise to an acceleration or repurchase right with respect to the Company’s approximately $2.4 billion in preferred shares and debt. Stockholders should note that the Board has not made any determination regarding the fairness or adequacy of the per share price to be offered in Red Zone’s tender offer, should it ever be made.

If the Red Zone Proposals are approved, a number of the actions referred to above, including the appointment of Messrs. Snyder and Shapiro as Chairman and CEO, respectively, and the granting of any approvals which are conditions to Red Zone’s partial offer, will require future Board action. While the Red Zone designees will constitute less than a majority of members of the Board, stockholders should be aware of Red Zone’s ability at such time to seek to influence the other members of the Board and that, depending on the number of non-Red Zone designees in attendance at any particular Board meeting, the Red Zone designees may have sufficient votes to authorize any such action.

REASONS TO REJECT RED ZONE'S CONSENT SOLICITATION PROPOSALS

On August 25, 2005, the Company announced that its Board of Directors, a majority of which is comprised of independent directors, had determined to initiate a process to seek proposals from third parties regarding a possible sale of the Company. The process initiated by the Board is designed to result in the receipt of full and fair value by all of the Company’s stockholders for all of their shares. In its announcement, the Company said that it intends to pursue a prompt and orderly auction process, in which Red Zone can participate if it has a serious interest in pursuing an acquisition of the entire Company. The Board believes that initiating a sale process is the best way to deliver full and fair value to all of the Company’s stockholders. In addition, the Board noted the following reasons for opposing the Red Zone consent solicitation:

The Board believes that Red Zone’s three pronged plan -- (1) remove and replace directors in the consent solicitation, (2) have its nominees -- who have, as described below, no experience in the theme park business -- if successfully seated, influence the Board to remove the current Chairman and CEO, replace him with Mr. Snyder as Chairman of the Board and Mr. Shapiro as CEO, and alter the Company’s operating plan and (3) increase its ownership pursuant to its tender offer if its consent solicitation is successful and the other conditions to the launch and closing of the offer are satisfied --

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constitute an integrated effort on the part of Red Zone to obtain and exercise substantial influence and effective control over Six Flags. The Board does not believe that the stockholders should elect the Red Zone nominees to the Board and thereby place them in a position to implement their plan without Red Zone offering to pay full and fair value to all stockholders for all of their shares. The one sure way Red Zone could provide value to the Six Flags stockholders for all of their shares is for it to participate in the Board’s sales process and offer maximum value for all of the shares. Yet the Red Zone materials are silent as to why the Snyder Group has refused the Board’s invitation to participate in the auction and act in a constructive manner to benefit stockholders.

The Board believes that Red Zone’s proposals may very well interfere with the Board’s efforts to seek a sale of the Company designed to obtain full and fair value for all stockholders. Among other things, potentially interested parties will be faced with significant uncertainty regarding the composition of the Board and its continuing commitment to the sale process, which could chill the interests of potentially interested parties in committing the time and resources necessary to pursue a transaction. In addition, the Board believes that the replacement of the Company’s senior management and the abandonment or substantial modification of its capital, marketing and other operating plans during the sale process could have a negative effect on the Board’s ability to effect a transaction.

Red Zone would like stockholders to believe that its nominees, if elected to the Board, would actively oversee and monitor the Company’s sales efforts free of conflict of interest. Yet how can stockholders be comfortable that Red Zone’s nominees would review and participate in the process with open minds free of bias and otherwise be active supporters of the sale process? After all, Red Zone has publicly stated that it is opposed to the sale of Six Flags and a critical element of its campaign is to become managers of Six Flags by having its controlling member and CEO become the Chairman and the CEO, respectively, of the Company. A sale also would be inconsistent with the use of Six Flags to fulfill the reported plans of Messrs. Snyder and Shapiro to build an entertainment and media company. Contrary to what Red Zone would like stockholders to believe, the Red Zone nominees would, in the Board’s view, be conflicted in reviewing and participating in the critically important sales process and, as such, should not be relied upon as independent, disinterested directors for such purpose.

The evidence, in our judgment, shows that our strategic plan is working. The Company recently reported that year-to-date revenues through August 1 of this year were 9.8% higher than in the comparable period of the prior year, on an attendance increase of 6.3%. This compares to a 1.8% decrease in revenues in the comparable 2004 period over the prior year and an attendance decrease of 4.2%. We believe that the strong, broad-based performance of the Company’s parks during this period reflects the successful implementation of our investment program, our ongoing guest service initiatives, and year two of our advertising campaign. We continue to expect meaningful year over year growth in full year revenue and cash flow. The Board was concerned that a change in board and management composition at this time would be disruptive and could jeopardize the success of these plans, without providing full and fair value to all stockholders for all of their shares.

The Board believes neither Mr. Snyder’s experience owning a professional sports franchise and as Chairman and CEO of an advertising and marketing company, nor Mr. Shapiro’s experience as a television programmer, provides them with a foundation to understand the unique characteristics of the theme park business. The theme park business is operating-intensive, not just a marketing enterprise, and our Company has multiple parks in a variety of markets. Therefore, relevant operating experience in the theme park business is essential to success.

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Members of the Board and management have met with Mr. Snyder and his colleagues on two occasions and they have not identified any matters of significance that were not either previously considered or under consideration or were not relevant to the theme park business. Based upon Red Zone’s criticism of the Company’s capital, marketing and other operating plans set forth in the correspondence with the Company and in their consent solicitation materials (see “Background of the Red Zone Proposals”), the Board is also concerned that the Snyder group would undo many of the key initiatives -- including the second year of the Company’s marketing campaign, substantial capital investment in new rides and attractions and a continuation of the Company’s significant efforts to improve the “customer experience” at the parks -- which have delivered strong growth so far this year and offer the promise of continued growth in years to come. Therefore, our Board does not feel that it would be appropriate to effectively cede control over the Company to Red Zone without securing full and fair value for stockholders for all of their shares.

Based upon media reports and the circumstances surrounding Mr. Shapiro’s voluntary departure from ESPN as an executive vice president and his joining Red Zone, whose only asset is the interest it owns in Six Flags, the Board believes that Mr. Shapiro has entered into a significant financial arrangement with Red Zone as part of his becoming Red Zone’s CEO. However, the Red Zone materials inexplicably fail to disclose any information regarding the financial arrangement between Mr. Shapiro and Red Zone. The Board believes that if in fact such an arrangement exists or comes into existence, and Mr. Shapiro becomes CEO of the Company, he could have divided loyalties and financial incentives to act to benefit Red Zone and Mr. Snyder, regardless of whether his actions also benefit the Company.

Although Mr. Shapiro has told the media that he and Mr. Snyder intend to build an entertainment and media empire together, Red Zone’s filings are silent on how the Company fits into their plans. Red Zone’s filings also make no mention of the Snyder group’s future plans regarding the remaining publicly traded shares should they be successful in their consent solicitation and proposed partial tender offer. The Board is concerned that if Red Zone is successful in its consent solicitation, the interests of Six Flags stockholders may not be properly protected.

THE BOARD OF DIRECTORS OF THE COMPANY STRONGLY BELIEVES THAT THE SOLICITATION BEING UNDERTAKEN BY RED ZONE IS NOT IN THE BEST INTERESTS OF THE COMPANY’S STOCKHOLDERS.

WE URGE STOCKHOLDERS TO REJECT THE SOLICITATION AND REVOKE ANY CONSENT PREVIOUSLY SUBMITTED.

DO NOT DELAY. IN ORDER TO ENSURE THAT THE EXISTING BOARD IS ABLE TO ACT IN YOUR BEST INTERESTS, PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE CONSENT REVOCATION CARD AS PROMPTLY AS POSSIBLE.

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BACKGROUND OF THE RED ZONE PROPOSALS

On September 1, 2004, Mr. Snyder approached Kieran Burke, the Company’s Chairman and Chief Executive Officer, to request a meeting with management to discuss Mr. Snyder’s views on how to improve the Company’s performance. On September 2, 2004 -- just one day following Mr. Snyder’s request to meet -- Mr. Snyder sent the following letter to the independent members of the Board:

September 2, 2004

Independent Members of the Board of Directors

Six Flags, Inc.

c/o Six Flags, Inc.

122 East 42nd Street

New York, NY 10168

Gentlemen:

As you may know from the Schedule 13D that was recently filed on behalf of Red Zone LLC ("Red Zone") with the Securities and Exchange Commission, Red Zone is the beneficial owner of approximately 8.76% of the outstanding common stock of Six Flags, Inc. (the "Company"). On Wednesday, Sept. 1, 2004, I spoke with Kieran Burke, the Company's Chief Executive Officer, and requested a meeting to discuss ways to improve the Company's performance. Mr. Burke stated that he could not agree to meet without first speaking to his lawyers. I have not heard from Mr. Burke since our brief telephone conversation. I trust that he has advised you of my investment in the Company and my concern about its performance.

Since current management of the Company apparently feels its time is better spent speaking with attorneys rather than exploring ways to improve shareholder value, I am writing to request a meeting with the non-officer outside directors of the Company's Board of Directors. I am very concerned about the consistently disappointing performance of the Company. This must be addressed immediately – shareholders should not have to suffer through one more period of poor financial performance or one more announcement that the Company will miss its expected numbers. In addition, in light of the seasonal nature of the business, it is critical that current sales, marketing, and operating practices be corrected quickly in time to impact operating performance in coming seasons. Accordingly, I would like to meet with the Board of Directors to discuss several measures that the Company should consider implementing in order to increase revenues and decrease expenses.

Due to the urgency of this matter, I am available to meet with the members of the Board of Directors immediately and would like to do so as soon as possible, wherever and whenever is most convenient for the members of the Board of Directors.

I look forward to hearing from you promptly.

RED ZONE LLC

Name: Daniel M. Snyder

Title: Managing Member

On September 8, 2004, Mr. Burke, James Dannhauser, Chief Financial Officer of the Company, and Stanley Shuman, a director of the Company, met with Mr. Snyder and one other representative of Red Zone. At the meeting, Mr. Snyder offered his views on the Company's future prospects, but refused to offer any specific suggestions – despite repeated requests by management – for improving the Company's performance. Rather, he indicated that he had no desire to discuss anything with management and would share any ideas only with non-management members of the Board.

On September 15, 2004, we filed a report on Form 8-K with the SEC describing certain amendments to the Company’s stockholder rights plan and to the Bylaws, as well as the adoption by the Board of indemnification agreements covering the Company’s directors and executive officers. The amendments to the rights plan -- which

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eliminated an adjustment to the exercise price of the rights in the event of an extraordinary dividend on the Company’s common stock, eliminated the exception for certain transactions between the Company and subsidiaries and employee benefit plans from the applicability of the so-called “flip over” provisions of the plan, eliminated the provision which provided that the rights would expire upon consummation by the Company of a merger with a wholly owned subsidiary under Section 251(g) of the Delaware General Corporation Law, provided that the subsidiary has a substantially identical rights agreement in place, modified the redemption provision to provide that the rights could be redeemed at any time prior to the earlier of (i) the time that any person becomes an Acquiring Person or (ii) the Final Expiration Date, and eliminated (as redundant and potentially ambiguous) the provision which provided that the agreement could be amended or supplemented at any time with the approval of a majority of the registered holders of the Rights Certificates (and, prior to the Distribution Date, the common stock) -- were adopted to make certain that the agreement, which was adopted in 1998, would fulfill its intended function and to remove an unnecessary provision that could have been used inappropriately to raise ambiguities concerning the Board's authority to administer the plan. The Bylaws were amended to:

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The amendments did not remove any rights previously enjoyed by stockholders, but instead brought the Bylaws more in line with current practice and procedures of public companies. These amendments to the Company’s stockholder rights plan and Bylaws, as well as the adoption by the Board of indemnification agreements, followed a review undertaken by the Board, with the assistance of its legal advisors, in connection with Red Zone’s Schedule 13D filing and the Company’s subsequent contact with Mr. Snyder to allow the directors to be in a position to best protect the interests of stockholders against third-party actions that in the Board’s view may not be in the best interests of all stockholders without undue risk of exposure to liability and lawsuits. The Company’s rights plan will not interfere with the Company’s sale process because the plan will be amended by the Board to make it inapplicable to the sale transaction ultimately supported by the Board.

On September 28, 2004, the Company’s non-management directors met with Mr. Snyder and certain other representatives of Red Zone. At the September 28th meeting, Mr. Snyder requested, among other things, that the Board appoint him and two other individuals to be named by him to the Board, and replace Mr. Burke as the Chief Executive Officer with a person to be chosen by Mr. Snyder.

Following the Board’s careful consideration of Mr. Snyder’s proposal to assume effective control of the Company’s future plans and policies, as well as day-to-day management, on September 30, 2004, we sent the following letter to Mr. Snyder in which we responded to Mr. Snyder’s proposals that we place him and two as-yet-unnamed individuals in control of the Company’s management and policies:

September 30, 2004

Mr. Daniel M. Snyder

Managing Member

Red Zone LLC

21300 Redskins Park Drive

Ashburn, Virginia 20147

Dear Mr. Snyder:

We felt it was important for us to write you following our meeting on September 28 regarding your proposal that you would become non-executive Chairman of the Six Flags Board, that a person designated by you would also join the Board as a director, that the current Chief Executive Officer would be replaced, and that you would select his replacement. After consideration, the non-management directors do not believe that it is in the best interests of the Company and its stockholders to provide you with significant control over the affairs of Six Flags.

Regarding the ideas you mentioned at our meeting, including with respect to the Company's marketing initiatives, partnerships with sponsors, and the uses of the land adjacent to our theme parks, the Company already constantly reviews opportunities in all of these areas. If you have specific proposals, management would be very interested in receiving constructive suggestions from you or any of its other shareholders.

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None of your suggestions, however, were such as to justify, in our opinion, placing you in the controlling positions you seek.

While both the Board and management have not been satisfied with the Company's recent performance, we believe that CEO Kieran Burke and the management team are taking the necessary actions to improve operating and financial results and we are committed to doing what is necessary to increase shareholder value. We unanimously support management's strategic plans and expect shareholders will benefit from their implementation.

We look forward to maintaining an open and productive dialogue with you, as is our goal with all our shareholders.

Sincerely,

/s/ Michael E. Gellert

Michael E. Gellert

Presiding Independent Director on

behalf of the non-management

members of the Six Flags Board of Directors

cc: Non-Management Directors

Six Flags, Inc.

On October 7, 2004, we received the following letter from Mr. Snyder:

October 7, 2004

Michael E. Gellert

Presiding Independent Director

Six Flags, Inc.

122 East 42nd Street

New York, NY 10168

Dear Mr. Gellert:

We were extremely disappointed by the non-management directors’ response to our September 28th meeting. Your letter of September 30th confirms our view that the board is committed to the same "business as usual" approach that to date has only served to encourage an underperforming management team and position Six Flags as a business in decline.

At our September 28th meeting, we went to great lengths to explain to you and the other non-management directors our extensive knowledge of the venue-based entertainment business, our comparable experience in increasing the value of the Redskins football franchise, and the fundamental problems Six Flags faces. We offered fresh and exciting ideas which we believe a new management team can and should implement to reverse the company's dismal performance. According to your letter, the non-management directors’ response to our meeting was to “unanimously support management”. We believe this reaction reflects a disturbing lack of understanding on the part of the non-management directors of the business they are responsible for overseeing and what needs to be done today to protect and enhance stockholder value.

Your September 30th letter mischaracterizes the purpose of our meeting and what actually transpired at the meeting. The purpose of the meeting was for us to convey to you and the other non-management directors our views regarding the Company’s business and our concerns regarding current management's poor performance. Virtually all of the meeting time was spent on this topic. To say, as you did in your letter, that the meeting was held so that we could make a proposal regarding why we should be provided with significant “control” over the company's affairs is an utter misstatement of fact. We are one of the Company's largest stockholders owning over 8% of the Company's equity and our sole interest is to increase value for all stockholders. At the meeting we made very clear that our goal is to see the Company fix its problems. Given our proven success in creating revenue opportunities in this type of business and our extensive contacts in the sponsorship community, we stated our willingness to assist in achieving

8

this objective by having Dan Snyder and two other knowledgeable stockholders join the board to work closely with the other directors to identify a new marketing-oriented management team that would, unlike the present management, be based at the Company's headquarters in Oklahoma. We firmly believe Six Flags needs better marketers executing a better marketing strategy. The current management team comprised of investment bankers based in New York is the wrong leadership to move the Company forward.

We believe the Company must take aggressive measures now in order to see results next year. At the meeting, we explained why the Company needs to completely overhaul its advertising and marketing strategies, as well as aggressively pursue sponsorship and promotional opportunities to increase revenue. Efforts must be made to encourage customers to come earlier and stay longer, similar to what has been achieved with the Redskins and FedEx Field Stadium. The Company's under-utilized real estate holdings need to be reviewed and their value maximized. While new roller coasters make for exciting announcements, they are not the key to the Company's future success. We believe the Company's immediate commitment to the revenue-enhancing measures we laid out at our meeting is the best way to improve the Company's performance and seize upon its strengths as a solid brand with good products in an industry sector which we believe remains fundamentally strong.

Although several of the non-management directors admitted that they were disappointed with the Company's performance and acknowledged that the current management of the Company was not equipped to effect the aggressive marketing strategy that we discussed, your September 30th letter makes it clear that the non-management directors are unwilling to address these issues with any sense of urgency. We are extremely discouraged by the board's steadfast and blind loyalty to an under-performing management team.

We were also troubled by the Company's September 15th Form 8-K filing which announced that the board recently approved various amendments to the Company's bylaws and poison pill and authorized the Company to enter into new indemnification agreements with board members and management. In our view, the various amendments approved by the board to the Company’s poison pill and bylaws illustrate the board's disregard for the interests of the Company's stockholders. The board has inexplicably and unilaterally removed the right of stockholders to amend or supplement the poison pill. The recent amendments to the bylaws also eliminate rights that stockholders had previously enjoyed. It is unclear how any of the amendments approved by the board could be construed to be for the benefit of the stockholders. Rather, it appears to us that adoption of these amendments and the indemnification agreements awarded to board members and management are more protective of the personal interests of directors and officers than the interests of stockholders who are suffering through a loss of stockholder value.

The timing of these anti-stockholder initiatives is quite telling. Recently, two of the Company’s other significant stockholders have separately expressed their concern about the Company’s financial performance. Instead of responding proactively to stockholder concerns and focusing on ways to improve stockholder value, the board has reacted defensively and approved agreements which are protective of management and itself, but has done nothing to create shareholder value.

These amendments and indemnification agreements, together with the directors’ misplaced vote of confidence for current management, all reflect a lack of urgency which we believe is necessary to reverse the Company’s lagging performance. We are convinced that a continuation of the status quo risks a further decrease in stockholder value. We therefore intend to protect our investment through all available means.

Sincerely,

RED ZONE LLC

Name: Daniel M. Snyder

cc: Non-Management Directors

On October 12, 2004, we sent the following letter to Mr. Snyder in which we disagreed with his characterization of the September 28th meeting and reiterated the Board’s belief that Mr. Snyder did in fact propose

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to take effective control of the Company through the appointment of himself and others to the Board, and to appoint his chosen designee to the office of Chief Executive Officer:

October 12, 2004
Mr. Daniel M. Snyder
Managing Member
Red Zone, LLC
21300 Redskins Park Drive
Ashburn, Virginia 20147

Dear Mr. Snyder:

We are in receipt of your October 7 letter and have carefully considered its contents. Your letter mischaracterized the discussions that occurred at our meeting on September 28. Further, your suggested strategies to improve the operating performance of the Company both at the meeting and in your letter were not insightful and demonstrated a lack of understanding about the theme park business in many respects. Therefore, while we value your input, we have determined that it is not in the best interests of the Six Flags shareholders to adopt your proposals. We think it is important to set the record straight regarding our meeting. All five non-management directors were present at the meeting. Each of us heard you propose, very specifically, that (i) you would become non-executive Chairman of the Six Flags Board, (ii) a person designated by you would also join the Board as a director, and (iii) the Chief Executive Officer would be replaced and you would select his replacement. In effect, you asked to be put into a position to control the future of Six Flags. If you now purport to have made a different proposal, or not to have made a proposal at all, at that meeting, then you are misrepresenting what took place. More importantly, nothing that you said during our meeting gave us any reason to believe it appropriate to provide to you and your team the effective control that you said you were seeking.

Although you may draw valuable lessons from operating an NFL franchise, operating a regional theme park business is a vastly different endeavor. Theme parks cater to a different audience and demographic than the NFL, and do not drive attendance through a handful of high profile, proprietary live events. Our assets include 30 different parks, spread across North America, each with different competitive dynamics and market opportunities. This makes for a complex, operating-intensive business, not just a marketing enterprise, and we enjoy a tremendous depth of operating experience throughout our Company in managing the business. We remain confident in our management team, which we believe has the best experience and qualifications to lead Six Flags in this challenging environment.

As to the ideas you mentioned at our meeting, the Company already constantly reviews opportunities in all of these areas and when appropriate takes action, as it has done many times in the past. This Board is and has been quite involved in reviewing and guiding the actions of management. In no way is it “business as usual” at Six Flags. As we told you at our meeting, and reiterated in our September 30 letter, neither the Board nor management are satisfied with the Company’s recent performance, even if it reflects the challenges facing the industry as a whole. That is exactly why the Company has taken a series of actions over the last year that we believe are necessary to improve operating and financial results and build shareholder value.

Contrary to what you state in your letter, we did not question the ability of the management team to effect the marketing strategy you outlined. We believe that the multi-faceted marketing strategies now in place, including a well-conceived advertising campaign which has tested very well in our own and in independent research, are the right ones, and will, when combined with a strong array of attractions, deliver strong performance in the years to come. In fact, management has already put in place with our approval the key components for 2005, including a capital plan which has been committed and whose major elements are now being constructed. It is widely recognized in the theme park industry that investments in new roller coasters and other rides and attractions fuel growth and create value for shareholders. We believe it would be destructive of shareholder value to disrupt the 2005 plan.

Your comments about the New York location of a part of our management team, who have been involved in the theme park business for 15 years, are misguided. Our business is highly decentralized, with operating assets spread across North America. Our top executives in New York and Oklahoma interact

10

continuously with the operating talent at our parks. Further, it is not at all uncommon for a publicly traded company with a national footprint to have multiple offices serving diverse functions.

Your assertions about the Board's recent amendments to the Company’s bylaws and shareholder rights agreement are ill-founded. The amendments effected to the rights agreement served only to make certain that the agreement, which was adopted in 1998, would fulfill its intended function and to remove an unnecessary provision that could have been used inappropriately to raise ambiguities concerning the Board's authority to administer the plan. The amendments to the bylaws, including the indemnity provisions, did not remove any rights previously enjoyed by shareholders. Rather, they brought our bylaws more in line with current practice and procedures.

Management and the Board remain open to operating and marketing suggestions as to how to best improve the Company for all shareholders, but we do not believe that you have made a convincing argument for us to consider yielding the control that you seek.

Sincerely,

/s/ Michael E. Gellert

Michael E. Gellert

Presiding Independent Director on

behalf of the non-management

members of the Six Flags Board of Directors

cc: Non-Management Directors

The Board did not receive any further communications from Mr. Snyder for approximately three months following the October 12th letter. Despite the Board’s stated willingness to consider Mr. Snyder’s suggestions for improving the Company’s operating performance, Mr. Snyder made no effort whatsoever to constructively engage with the Board and management. On January 14, 2005, Mr. Gellert received the following letter from Mr. Snyder indicating that Mr. Snyder supposedly no longer had any interest in a continued investment in the Company:

January 14, 2005

Michael E. Gellert

Presiding Independent Director

Six Flags, Inc.

122 East 42nd Street

New York, NY 10168

Dear Mr. Gellert:

It has been over three months since we wrote to you to express our disappointment with the response of the non-management directors to our concerns regarding current management's performance and our views regarding how to reverse the company's continuing decline and protect and enhance stockholder value.

Since then, management has:

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Your October 12, 2004 letter served only to reconfirm our view that the non-management directors are continuing to protect an underperforming management team and encouraging the status quo at the very time when strong and decisive leadership is necessary to reverse the negative trend at Six Flags. We find it quite ironic that the non-management directors would accuse the undersigned of demonstrating a lack of understanding of the theme park business. While we freely admit that we have not in the past managed a theme park business, we do have extensive experience in the venue-based entertainment business and are very confident that the suggestions we have made to improve performance at Six Flags, if implemented properly by a qualified management team, would increase stockholder value in the long term. As the above results indicate, whatever understanding of the business that the board and current management have is not being put to good use.

Whether the non-management directors adopt the proposals we have suggested is not the issue - the company's performance is - and to date the board and management have failed to turn the company around. We simply do not agree that the board should continue to have confidence in the current management team. We believe it is time for a change. Blaming the company's poor performance on the weather and the economy cannot last forever. A management team is paid to overcome challenges and it is the board's responsibility to explore all avenues to increase stockholder value notwithstanding the obstacles the company can be expected to face. At our September 28, 2004 meeting, we offered to assist in implementing change at the company by having Dan Snyder and two other knowledgeable stockholders join the board to work closely with the other directors to identify a new management team. You have mischaracterized this proposal as an effort to seek control of the company.

While the company’s expensive advertising campaign and 2005 capital plan might increase park attendance, we believe much more can be done to increase stockholder value in the long term. We have already outlined certain of these proposals to the non-management directors. The board’s failure to respond proactively to our concerns and proposals is troubling as is the board's approval of new indemnification agreements for management and itself. We believe the board's steadfast and blind loyalty to an under-performing management team will in the short term, at best, simply maintain the status quo and in the longer term result in a material loss of stockholder value.

In light of what we believe will be a disappointing future for the Company, we have determined that continued investment in the Company is not in our best interest and that our capital and other resources should be allocated to more promising investments, especially those that have a board and management team that truly understands what it means to be responsive to shareholder concerns.

Sincerely,

RED ZONE LLC

Name: Daniel M. Snyder

Title: Managing Member

cc: Non-Management Directors

On April 21, 2005, Red Zone noted in its Schedule 13D filing that it was continuing to consider various alternatives with respect to its investment, including seeking Board representation and/or a potential business combination between the Company and itself or certain of its affiliates. Although not disclosed by Red Zone in any amendment to its Schedule 13D filed with the SEC, on June 7, 2005, Red Zone engaged UBS Securities LLC to act as its financial advisor with respect to its consideration of various financial strategies involving refinancings, recapitalizations or a business combination involving the Company. At no time after Mr. Snyder’s January 14, 2005 letter did Mr. Snyder approach the Board or management to discuss further any proposals for improving the Company’s performance or engaging in any extraordinary transactions involving the Company. Throughout the process, Mr. Snyder failed to disclose the identity of the two individuals whom he sought to place on the Board until the filing of Red Zone’s consent solicitation materials. The Nominating and Corporate Governance Committee of

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the Board was therefore unable to properly review the qualifications of Mr. Snyder’s nominees until after the date of filing of Red Zone’s consent solicitation materials.

On August 17, 2005, nearly eight months after Mr. Snyder’s letter indicating that he was no longer interested in a continued investment in the Company, and approximately ten months after his October 7, 2004 letter claiming that he was not attempting to gain “control” of the Company, Mr. Snyder, through Red Zone, filed a preliminary consent solicitation statement seeking to have himself and two handpicked nominees appointed to the Board. As further stated in Red Zone’s solicitation materials, Mr. Snyder is seeking to have himself appointed as Chairman of the Board and Mark Shapiro appointed as Chief Executive Officer, and intends to commence a conditional tender offer in order to increase his ownership to 34.9% of the Company’s outstanding common stock.

On August 18, 2005, the Board met telephonically to review Red Zone’s filings and to begin considering the appropriate response. On August 23, 2005, the Board and its financial and legal advisors met to discuss Red Zone’s unsolicited proposals and the Company’s past and current business operations, financial position and future prospects. At a meeting held the following day, the Board unanimously determined that Mr. Snyder’s proposals taken as a whole are not in the best interests of all of the Company’s stockholders and to seek proposals from third parties regarding a possible sale of the Company. Among the factors considered by the Board in reaching its determinations are those set forth under “Reasons to Reject Red Zone’s Consent Solicitation Proposals.” Also supporting its decision to seek proposals from third parties regarding a potential sale of the Company were the strong, broad-based performance of the Company’s parks through August 1 of this year, the Board’s positive assessment of the current mergers and acquisitions and financing markets, and Red Zone’s interest in and proposals for the Company, which in management’s view could make it difficult to operate the Company and effect necessary financings and refinancings consistent with their desire to maximize long-term stockholder value.

On August 25, 2005, the Company received notification from the Federal Trade Commission (the “FTC”) that it had received a Notification and Report Form which indicates that Red Zone intends to acquire certain voting securities issued by Six Flags. On September 6, 2005, the Company filed a Premerger Notification and Report form with the FTC and the Antitrust Division of the Department of Justice.

On September 12, 2005, the Company, after careful review and consideration, announced that it would close its AstroWorld theme park in Houston, Texas at the end of the 2005 season and had engaged Cushman & Wakefield, a real estate advisory firm, to market the 109-acre site of the park.

On September 16, 2005, Red Zone sent the following letter to Michael Gellert, our presiding independent director:

September 16, 2005

Michael E. Gellert

Presiding Independent Director

Six Flags, Inc.

122 East 42nd Street

New York, NY 10168

Dear Mr. Gellert:

We read with interest Six Flags’ announcement that it will close its AstroWorld theme park and undertake to sell the 109-acre site located in Houston. We have also read published reports that the Company’s largest competitor, Cedar Fair, may be interested in acquiring certain of the Company’s assets.

While we are aware of your publicly-announced intention to sell the Company to the highest bidder, we believe it would be inappropriate for the Company to separately sell any park or real estate assets until the Company’s stockholders have had the opportunity to express or withhold their consent to the proposals we plan to put before stockholders.

As the Company’s largest stockholder, we strongly believe that any asset liquidations (such as the disposition of one or more parks or excess real estate) or additional severance or change in control

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arrangements without stockholder approval while stockholders are being asked to consider a change in directors and management would impermissibly frustrate the stockholder franchise. If the Board or management takes any action which is detrimental to the Company or frustrates the stockholder franchise, we intend to take all actions necessary to hold the Board accountable.

Sincerely,

RED ZONE LLC

By: /s/ Daniel M. Snyder

cc: Non-Management Directors

Mr. Daniel M. Snyder

Managing Member

Red Zone, LLC

21300 Redskins Park Drive

Ashburn, Virginia 20147

Dear Mr. Snyder:

The Board has reviewed your letter of September 15, 2005. For the reasons stated in the company’s September 12 press release, the Board and management have determined, after careful deliberation, that a sale of the AstroWorld property is the best way to maximize value for shareholders.

In accordance with our fiduciary duties as directors, we intend to continue to take any actions that we believe are in the best interests of all shareholders and are consistent with our goal of maximizing shareholder value. Neither we nor the company’s management can suspend our responsibilities to shareholders while you pursue your own agenda.

/s/ Michael E. Gellert

Presiding Independent Director on

behalf of the non-management

members of the Six Flags Board of Directors

cc: Non-Management Directors

On September 28, 2005, Red Zone sent a request to the Company pursuant to Section 220 of the Delaware General Corporation Law requesting the right to examine the Company’s stockholder list and related information.

On October 4, 2005, the Company received from Red Zone a request pursuant to Section 3.13(A) of the Company’s By-laws that the Board fix a record date in order to determine the stockholders entitled to consent to the Red Zone solicitation. On October 14, 2005, the Board set a record date of October 24, 2005.

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QUESTIONS AND ANSWERS ABOUT THIS CONSENT REVOCATION STATEMENT

A:           You are being asked to revoke any consent that you may have delivered in favor of the five proposals described in Red Zone’s consent solicitation statement and, by doing so, retain your current Board, which will continue to act in your best interests.

Q:            IF I HAVE ALREADY DELIVERED A CONSENT, IS IT TOO LATE FOR ME TO CHANGE MY MIND?

A:            No. Until the requisite number of duly executed, unrevoked consents are delivered to the Company in accordance with Delaware law and the Company’s organizational documents, the consents will not be effective. At any time prior to the consents becoming effective, you have the right to revoke your consent by delivering a BLUE Consent Revocation Card, as discussed in the following question.

A:           By marking the “YES, REVOKE MY CONSENT” boxes on the enclosed BLUE Consent Revocation Card and signing, dating and mailing the card in the postage-paid envelope provided, you will revoke any earlier dated consent that you may have delivered to Red Zone. Even if you have not submitted a consent card, we urge you to submit a consent revocation as described above. Although submitting a consent revocation will not have any legal effect if you have not previously submitted a consent card, it will help us keep track of the progress of the consent process.

A:            Mark the “YES, REVOKE MY CONSENT” boxes next to each proposal listed on the BLUE Consent Revocation Card. Then, sign, date and return the enclosed BLUE Consent Revocation Card today to Mackenzie Partners, Inc. in the envelope provided. Any BLUE Consent Revocation Card mailed to Red Zone will effectively revoke your consent. However, to ensure that your BLUE Consent Revocation Card is properly counted, we request that you send such cards directly to Mackenzie Partners, Inc. and, to the extent sent to Red Zone, provide us with a copy of any BLUE Consent Revocation Card submitted directly to Red Zone. It is important that you date the BLUE Consent Revocation Card when you sign it.

A:            If you do not send in any consent Red Zone may send you and do not return the enclosed BLUE Consent Revocation Card, you will effectively be voting AGAINST Red Zone’s proposals.

A:            If unrevoked consents representing a majority of our outstanding common stock are delivered to us within 60 days of the earliest-dated consent, three of the seven members of your Board would be replaced with Red Zone’s handpicked nominees who Red Zone believes will seek to influence the Board to replace senior management and develop a new operating plan for the Company. Your Board of Directors also believes that Red Zone’s proposals may very well interfere with the Board’s efforts to seek a sale of the Company designed to obtain full and fair value for all stockholders. Among other things, potentially interested parties will be faced with significant uncertainty regarding the composition of the Board and its continuing commitment to the sale process, which could chill the interests of potentially interested parties in committing the time and resources necessary to pursue a transaction. In addition, the Board believes that the replacement of the Company’s senior management and the abandonment or

15

substantial modification of its capital, marketing and other operating plans during the sale process could have a negative effect on the Board’s ability to effect a transaction. Also, there is no assurance that Red Zone's nominees would be supportive of any such proposal to sell the Company, which could adversely affect the Company's ability, from a practical perspective, to pursue such a process effectively.

A:           Your Board has determined that Red Zone’s proposals are not in the best interests of the Company’s stockholders and that stockholders should reject the proposals. The Board’s reasons and recommendations are contained in the section entitled “Reasons to Reject Red Zone’s Consent Solicitation Proposals.”

A:             Your Board strongly believes that the solicitation being undertaken by Red Zone is not in the best interests of the Company’s stockholders. Your Board opposes the solicitation by Red Zone and urges stockholders to reject the solicitation and revoke any consent previously submitted.

Q:             WHO IS ENTITLED TO CONSENT, WITHHOLD CONSENT OR REVOKE A PREVIOUSLY GIVEN CONSENT WITH RESPECT TO RED ZONE’S PROPOSALS?

A:            Only the stockholders of record of the Company common stock on the record date are entitled to consent, withhold consent or revoke a previously given consent with respect to Red Zone’s proposals. The Board has set a record date of October 24, 2005.

Q:            IF I SUBMIT A BLUE CONSENT REVOCATION CARD REVOKING MY CONSENT, CAN I SUBSEQUENTLY REVOKE SUCH CONSENT REVOCATION?

A:            If you change your mind after submitting a consent revocation on the enclosed BLUE Consent Revocation Card, you can submit a later dated consent to Red Zone thereafter so long as such consent is submitted during the solicitation period. Delivery of a later dated consent to Red Zone would have the effect of revoking the earlier dated consent revocation delivered to the Company.

A:            Please call Mackenzie Partners, Inc. toll free at 1-800-322-2885. You may also contact Mackenzie Partners, Inc. at 212-929-5500.

THE CONSENT PROCEDURE

VOTING SECURITIES AND RECORD DATE

The Board has set a record date of October 24, 2005 (the “Record Date”) for the determination of stockholders who are entitled to execute, withhold or revoke consents relating to Red Zone’s proposals. As of October 24, 2005, there were 93,106,528 shares of the Company’s common stock outstanding. Each share of the Company’s common stock outstanding as of the Record Date will be entitled to one consent per share.

Only stockholders of record as of the Record Date are eligible to execute, withhold and revoke consents in connection with Red Zone’s proposals. Persons beneficially owning shares of the Company’s common stock (but not holders of record), such as persons whose ownership of the Company’s common stock is through a broker, bank or other financial institution, should contact such broker, bank or financial institution and instruct such person to execute the BLUE Consent Revocation Card on their behalf.

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EFFECTIVENESS OF CONSENTS

Under Delaware law, unless otherwise provided in a corporation’s certificate of incorporation, stockholders may act without a meeting, without prior notice and without a vote, if consents in writing setting forth the action to be taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Company’s certificate of incorporation does not prohibit stockholder action by written consent. Under Section 228 of the Delaware General Corporation Law, Red Zone’s proposals will become effective if valid, unrevoked consents signed by the holders of a majority of the shares of the Company’s common stock outstanding as of the Record Date are delivered to the Company within 60 days of the earliest-dated consent delivered to the Company.

Because Red Zone’s proposals could become effective before the expiration of the 60-day period, we urge you to act promptly to return the BLUE Consent Revocation Card.

EFFECT OF BLUE CONSENT REVOCATION CARD

A stockholder may revoke any previously signed consent by signing, dating and returning to the Company a BLUE Consent Revocation Card. A consent may also be revoked by delivery of a written revocation of your consent to Red Zone. Stockholders are urged, however, to deliver all consent revocations to Mackenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016 (Facsimile No. 212-929-0308). The Company requests that if a revocation is instead delivered to Red Zone, a copy of the revocation also be delivered to the Company, c/o Mackenzie Partners, Inc., at the address or facsimile number set forth above, so that the Company will be aware of all revocations. If you return your BLUE Consent Revocation Card by facsimile, please be sure to fax both sides.

Unless you specify otherwise, by signing and delivering the BLUE Consent Revocation Card, you will be deemed to have revoked your consent to all of Red Zone’s proposals.

Any consent revocation may itself be revoked by marking, signing, dating and delivering a written revocation of your Consent Revocation Card to the Company or to Red Zone or by delivering to Red Zone a subsequently dated white consent card that Red Zone sent to you.

If any shares of common stock that you owned on the Record Date were held for you in an account with a stock brokerage firm, bank nominee or other similar “street name” holder, you are not entitled to vote such shares directly, but rather must give instructions to the stock brokerage firm, bank nominee or other “street name” holder to grant or revoke consent for the shares of common stock held in your name. Accordingly, you should either sign, date and mail the enclosed BLUE Consent Revocation Card or contact the person responsible for your account and direct him or her to execute the enclosed BLUE Consent Revocation Card on your behalf. You are urged to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions to the Company, c/o Mackenzie Partners, Inc., at the address set forth above so that the Company will be aware of your instructions and can attempt to ensure such instructions are followed.

YOU HAVE THE RIGHT TO REVOKE ANY CONSENT YOU MAY HAVE PREVIOUSLY GIVEN TO RED ZONE. TO DO SO, YOU NEED ONLY SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE PREPAID ENVELOPE THE BLUE CONSENT REVOCATION CARD WHICH ACCOMPANIES THIS CONSENT REVOCATION STATEMENT. IF YOU DO NOT INDICATE A SPECIFIC VOTE ON THE BLUE CONSENT REVOCATION CARD WITH RESPECT TO ONE OR MORE OF RED ZONE’S CONSENT PROPOSALS, THE CONSENT REVOCATION CARD WILL BE USED IN ACCORDANCE WITH THE BOARD’S RECOMMENDATION TO REVOKE ANY CONSENT WITH RESPECT TO SUCH PROPOSALS.

The Company has retained Mackenzie Partners, Inc. to assist in communicating with stockholders in connection with Red Zone’s consent solicitation and to assist in our efforts to obtain consent revocations. If you have any questions about how to complete or submit your BLUE Consent Revocation Card or any other questions, Mackenzie Partners, Inc. will be pleased to assist you. You may call Mackenzie Partners, Inc. toll-free at 1-800-322-2885. You may also contact Mackenzie Partners, Inc. at 212-929-5500.

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You should carefully review this Consent Revocation Statement. YOUR TIMELY RESPONSE IS IMPORTANT. You are urged not to sign any white consent cards. Instead, you can reject the solicitation efforts of Red Zone by promptly completing, signing, dating and mailing the enclosed BLUE Consent Revocation Card to Mackenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016 (Facsimile No. 212-929-0308). If you return your BLUE Consent Revocation Card by facsimile, please be sure to fax both sides. Please be aware that if you sign a white card but do not check any of the boxes on the card, you will be deemed to have consented to Red Zone’s proposals.

RESULTS OF THIS CONSENT REVOCATION SOLICITATION

The Company has retained IVS Associates, Inc. as independent inspector of elections in connection with Red Zone’s solicitation. The Company intends to notify stockholders of the results of the consent solicitation by issuing a press release, which it will also file with the SEC as an exhibit to a Current Report on Form 8-K.

SOLICITATION OF CONSENT REVOCATIONS

COST AND METHOD

The cost of the solicitation of revocations of consent will be borne by the Company. The Company estimates that the total expenditures relating to the Company’s current revocation solicitation (other than salaries and wages of officers and employees) will be approximately $3,000,000, of which approximately $1,100,000 has been incurred as of the date hereof. In addition to solicitation by mail, directors of the Company may, without additional compensation, solicit revocations by mail, e-mail, facsimile, in person or by telephone or other forms of telecommunication.

The Company has retained Mackenzie Partners, Inc. as proxy solicitors, at an estimated fee of not less than $150,000, plus expenses incurred on our behalf, to assist in the solicitation of revocations. The Company will reimburse brokerage houses, banks, custodians and other nominees and fiduciaries for out-of-pocket expenses incurred in forwarding the Company’s consent revocation materials to, and obtaining instructions relating to such materials from, beneficial owners of the Company’s common stock. Mackenzie Partners, Inc. has advised the Company that approximately 25 of its employees will be involved in the solicitation of revocations by Mackenzie Partners, Inc. on behalf of the Company. In addition, Mackenzie Partners, Inc. and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

Pursuant to engagement letters dated October 18, 2004 and October 19, 2004, the Company engaged each of Lehman Brothers Inc. and Allen & Company LLC (each a “Financial Advisor”) to render financial advisory services. The Company paid each Financial Advisor a retainer fee of $250,000 upon execution of its engagement letter and is required to pay each Financial Advisor an additional fee of $250,000 each quarter beginning July 1, 2005, until their respective engagements are terminated. The Company is required to pay each Financial Advisor a fee of $750,000 if an unsolicited proposal to effect an Acquisition (as defined in its engagement letter) (a “Proposal”) is made or a third party solicits proxies, consents or authorizations (a “Proxy Contest”). If a Proposal is made and the Company requests that opinions be submitted by either Financial Advisor, the Company is required to pay the Financial Advisor a fee of $2 million upon the Company’s request for the opinion, and the Company is required to pay an additional fee of $250,000 for each additional opinion. If a Proxy Contest is resolved during the term of the Financial Advisor’s engagement or within 24 months of the termination of either Financial Advisor’s engagement, the Company is required to pay the Financial Advisor a fee of not less than $2 million, to be negotiated by the parties. If an Acquisition, Recapitalization, Restructuring or Change of Control (each as defined in its engagement letter) occurs during the term of the Financial Advisor’s engagement or within 24 months of the termination of either Financial Advisor’s engagement, the Company is required to pay the Financial Advisor a fee of not less than $12.5 million, to be negotiated by the parties in good faith based upon fees customarily paid in comparable transactions to exclusive financial advisors (offset by any fees paid in connection with an opinion). The Company has agreed to reimburse the Financial Advisors, upon request, for their reasonable expenses (including professional and legal fees and disbursements). The Company also has agreed to indemnify each of the Financial Advisors, and their respective officers, employees and affiliates, against certain liabilities and expenses arising out of their performance of financial advisory services under the engagement letters. The Company believes that the fees to be paid to its Financial Advisors are typical for transactions of this size and that the Company will benefit

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from the services of multiple advisors, which is becoming increasingly common in such transactions. In addition, both Lehman Brothers Inc. and Allen & Company LLC have been long-standing advisors to the Company with breadth of experience and contacts and have historically worked well together on their engagements for the Company.

Certain employees of each of the Financial Advisors may also assist the Company in the solicitation of consent revocations, including by communicating in person, by telephone or otherwise, with institutions, brokers or other persons who are stockholders of the Company. Neither Financial Advisor believes that any of its directors, officers, employees or affiliates are a "participant" as defined in Schedule 14A promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or that Schedule 14A requires the disclosure of certain information concerning either Financial Advisor. Neither Financial Advisor will receive any additional fee for or in connection with such solicitation activities by their respective representatives apart from the fees it is otherwise entitled to receive as described above.

PARTICIPANTS IN THE SOLICITATION

Under applicable regulations of the SEC, each of our directors may be deemed to be a “participant” in this consent solicitation. Please refer to the section entitled “Information About The Company and Its Directors and Officers” and to Annex I, “Certain Information Regarding Participants in this Consent Revocation Solicitation” and Annex II, “Recent Trading History of Participants in this Consent Revocation Solicitation” for information about our directors who may be deemed to be participants in the solicitation. Except as described in this document, there are no agreements or understandings between the Company and any of its directors or executive officers relating to employment with the Company or any future transactions.

Other than the persons described above and in Annex I, no general class of employee of the Company will be employed to solicit stockholders. However, in the course of their regular duties, employees may be asked to perform clerical or ministerial tasks in furtherance of this solicitation.

APPRAISAL RIGHTS

Our stockholders are not entitled to appraisal rights in connection with Red Zone’s proposals or this Consent Revocation Statement.

INFORMATION ABOUT THE COMPANY AND ITS DIRECTORS AND OFFICERS

CORPORATE GOVERNANCE POLICIES AND PRACTICES

Board of Directors and its Committees

During the year ended December 31, 2004, the Board of Directors held twelve (12) meetings. During that year, each of the directors of the Company attended at least 75% of the meetings of the Board and of the meetings of committees of the Board of which such director was a member. The Board has designated an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each director attended the 2005 annual meeting of stockholders.

Determinations Regarding Director Independence

Of the seven members of the Company’s Board, four (Messrs. Gellert, Biddelman, McGuire and Letaconnoux) have been determined by the Board to be "independent" of the Company and its management under the Company's Corporate Governance Guidelines, which meet or exceed the standards adopted by the New York Stock Exchange ("NYSE"). One nominee, Mr. Shuman, had been independent prior to the April 2004 sale by the Company of its European Division. Since Allen & Company LLC, of which Mr. Shuman is a managing director, was paid a financial advisory fee from the Company in connection with this transaction, he ceased being independent under the Company's Corporate Governance Guidelines at that time. Messrs. Burke and Dannhauser

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are members of senior management. The Company's Corporate Governance Guidelines can be found in the Corporate Governance section of the Company's website (www.sixflags.com/about__us) or can be obtained upon request from the Company's Corporate Secretary. None of the independent directors, his affiliates or members of his immediate family, directly or indirectly, receive any fee or payment from the Company or its affiliates other than the director compensation described below or has engaged in any transaction with the Company or its affiliates or has any relationship with the Company or its affiliates which, in the judgment of the Board, is inconsistent with a determination that the director is independent.

Michael Gellert has been designated by the non-management directors to serve as the presiding director and chairs the periodic executive sessions of the non-management directors in which management directors and other members of management do not participate. Stockholders and other interested parties may contact the presiding director and the other non-management directors by writing to the presiding director c/o Six Flags, Inc., 122 E. 42nd Street, New York, New York 10168.

Committees

The Board has designated an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The principal responsibilities of each of these committees are described generally below.

Executive Committee. The members of the Executive Committee are Messrs. Burke, Biddelman and Gellert. The Executive Committee did not formally meet during 2004. Subject to applicable law, the Executive Committee is authorized to take any action that can be taken by the entire Board.

Audit Committee. The members of the Audit Committee are Messrs. Biddelman, Gellert and Letaconnoux. The Audit Committee assists the Board of Directors in fulfilling its responsibility to oversee management's conduct of the Company's financial reporting process, including review of the Company's internal audit function, the financial reports and other financial information provided by the Company to the public, the Company's systems of internal accounting, financial and disclosure controls, the annual independent audit of the Company's financial statements, the Company's legal and regulatory compliance and the Company's safety programs as established by management. In discharging its duties, the Audit Committee, among other things, has the sole authority to appoint (subject to shareholder ratification), compensate (including fee pre-approvals), evaluate and replace the Company's independent auditors and oversee their scope of work, independence and their engagement for any other services. The Audit Committee meets independently with those persons performing the Company's internal auditing function, as well as the Company's independent auditors and senior management.

The Audit Committee held five (5) meetings during 2004 and acted by written consent twice. The Audit Committee's charter is available on the Company's website (www.sixflags.com/about__us) under the caption "Corporate Governance." All members of the Audit Committee are independent within the meaning of SEC regulations, NYSE requirements and the Company's Corporate Governance Guidelines. In addition, the Board has determined that each member is qualified as an audit committee financial expert under SEC regulations and has the accounting and related financial management expertise required by the NYSE.

Compensation Committee. The members of the Compensation Committee are Messrs. Biddelman, Gellert and McGuire. The Compensation Committee, which met twice during 2004, represented the Company in negotiating the employment agreements with the Company's Chief Executive Officer and Chief Financial Officer described below. The Committee also reviews management's recommendations with respect to executive compensation and employee benefits and is authorized to act on behalf of the Board with respect thereto. The Compensation Committee administers the Company's stock option and incentive plans. All members of the Compensation Committee are independent within the meaning of the Company's Corporate Governance Guidelines and NYSE requirements. The charter of the Compensation Committee is available on the Company's website (www.sixflags.com/about__us) under the caption "Corporate Governance."

Nominating and Corporate Governance Committee. The members of the Nominating and Corporate Governance Committee are Messrs. Gellert, Letaconnoux and McGuire. The Committee is responsible for recommending qualified candidates to the Board for election as directors of the Company. The Committee also

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advises and makes recommendations to the Board on all matters concerning directorship practices, including compensation for non-employee directors, and recommendations concerning the functions and duties of the committees of the Board. The Committee developed and recommended to the Board the Company's Corporate Governance Guidelines and reviews, on a regular basis, the overall corporate governance of the Company. The charter of the Committee is available on the Company's website (www.sixflags.com/about__us) under the caption "Corporate Governance." The Committee met two times in 2004. All members of the Committee are independent with the meaning of NYSE requirements and the Company's Corporate Governance guidelines.

Director Nominations

Stockholders wishing to recommend director candidates for consideration by the Nominating and Corporate Governance Committee may do so in writing to the Secretary of the Company (11501 Northeast Expressway, Oklahoma City, Oklahoma 73131) or to the presiding director (Michael E. Gellert, c/o Six Flags, Inc., 122 E. 42nd Street, New York, New York 10168), giving the recommended candidate's name, biographical data, and qualifications. In order to be considered by the Nominating and Corporate Governance Committee, nominations for directors to be elected at the 2006 Annual Meeting must be received no later than January 9, 2006. No recommendations were received with respect to the nominees for election at the 2005 Annual Meeting.

A stockholder may nominate one or more persons for election as directors at an annual meeting if written notice of that stockholder's intent to make the nomination has been given to the Company not less than 90 days nor more than 120 days before the first anniversary of the Company's previous annual meeting. If the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, then the written notice must be given not earlier than 120 days prior to such annual meeting and not later than the later of 90 days prior to such annual meeting or the tenth day following the first public announcement by the Company of such annual meeting date. In the case of an election to be held at a special meeting of stockholders, notice must be given not earlier than 120 days prior to such special meeting and not later than the later of 90 days prior to such special meeting or the tenth day following the first public announcement by the Company of the date of the special meeting. The notice shall include the name and address of the stockholder and his or her nominees, a representation that the stockholder is entitled to vote at the meeting and intends to nominate the person, a representation as to whether the stockholder intends, or is part of a group which intends, to deliver a proxy statement or otherwise solicit proxies from stockholders and the consent of each nominee to serve as a director of the Company if so elected. The Company may require any proposed nominee to furnish other information as it may reasonably require to determine the eligibility of the proposed nominee to serve as a director of the Company.

Meetings of Non–Management Directors

The Board has determined that the non-management members of the Board will meet regularly in executive session outside the presence of any member of management, in conjunction with regularly scheduled meetings of the Board. No formal Board action may be taken at any executive session. At each executive session, the presiding director (Mr. Gellert) or, in his absence, one of the other non-management directors will chair that executive session.

Code of Conduct and Ethics

The Company maintains a Code of Business Conduct that covers all directors, officers and employees of the Company and its subsidiaries. The Code of Business Conduct requires, among other things, that the directors, officers and employees exhibit and promote the highest standards of honest and ethical conduct; avoid conflicts of interest; comply with laws, rules and regulations; and otherwise act in the best interest of the Company. In addition, the Company maintains a separate Code of Ethics for Senior Financial Officers that imposes specific standards of conduct on persons with financial reporting responsibilities at the Company. Each senior financial officer of the Company is required to annually certify in writing his or her compliance during the prior year with the Code of Ethics for Senior Financial Officers. A copy of the Code of Business Conduct and Code of Ethics for Senior Financial Officers can be viewed on the Company's website at www.sixflags.com/about__us.asp. The Company intends to post amendments to or waivers from its Code of Business Conduct and Code of Ethics for Senior Financial Officers applicable to our principal executive officers and senior financial officers on its website. No such amendment or waiver has been made or granted prior to the date of this Consent Revocation Statement.

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Compensation of Directors

Each of the Company's directors who is not an employee of the Company receives $50,000 annually for serving on the Board, payable in cash or shares of common stock. With respect to 2004, the Company paid an aggregate of $250,000 in such fees to its five eligible outside directors. Directors are also reimbursed for expenses attendant to Board and committee membership.

Non-employee directors are also eligible to participate under the Company's Stock Option Plan for Directors and the 2004 Stock Option and Incentive Plan. Pursuant to these plans, each of Messrs. Biddelman, Gellert, Letaconnoux and Shuman have been granted options to purchase in the aggregate 100,000 shares of common stock, and Mr. McGuire has been granted options to purchase in the aggregate 40,000 shares of common stock. The exercise price in each case was equal to the closing price of the common stock on the NYSE on the date of grant. The options vest 20% on the date of grant and 20% each succeeding year.

Stockholder Communications

Stockholders who wish to communicate with the Board of Directors may do so by sending written communications to the following address: Board of Directors – Stockholder Communications, c/o Corporate Secretary, Six Flags, Inc., 11501 Northeast Expressway, Oklahoma City, Oklahoma 73131. The Corporate Secretary will forward such communications to the directors to whom they are addressed.

DIRECTORS

The following information has been provided by the current members of the Board of Directors.

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EXECUTIVE COMPENSATION

The following table discloses compensation received by the Company's Chief Executive and Chief Operating Officer, Chief Financial Officer and the other named executive officers for the years shown.

Summary Compensation Table

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Retirement Plan

In addition to the Company's 401k plan described in note (3) to the table above, retirement benefits are provided to the Company's employees, including its named executive officers, under a funded, tax-qualified defined benefit pension plan known as the Six Flags Retirement Plan (the "Plan"). The Plan, which had been adopted by the former Six Flags prior to its 1998 acquisition by the Company, was extended to substantially all full-time domestic employees of the Company as of June 15, 2000. In connection therewith, the Company also decided that employment by the Company prior to that date would be included in determining years of service under the Plan.

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The following table sets out the estimated annual pension benefit payable under the Plan for a participant at age 65, for various levels of average annual compensation (as defined below) and years of service.

For purposes of the Plan, average annual compensation is equal to the average annual salary and bonus over the five highest consecutive years during the final ten years of employment. However, under the Internal Revenue Code, the maximum recognizable compensation for 2004 is $205,000. The annual salary and bonus for that year for the named executive officers is indicated in the Summary Compensation Table. The years of service for each of the named executive officers under the Plan, as of December 31, 2004, are: Mr. Burke, 15.2 years; Mr. Dannhauser, 9.3 years; Mr. Iven, 23.8 years; Mr. Eichelberger, 13.8 years and Mr. Coughlin, 6.6 years.

Benefits under the Plan are computed on the basis of a single life annuity and are payable, subject to reduction, in any annuity form permitted under the Plan. Benefits are paid from the trust under the Plan, to the extent permitted by law, and are not subject to reduction for Social Security benefits or other offset amounts.

Aggregate Option Exercises and Option Values

The following table provides information on stock options ("Options") exercised in 2004 by each of the named executive officers and the value of such officers' unexercised Options at December 31, 2004:

Options Granted in Last Fiscal Year

The following table provides information on Options granted in 2004 to each of the named executive officers:

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Employment Agreements

Mr. Burke is approaching his 16th anniversary as the Chief Executive Officer of the Company and Mr. Dannhauser has served as the Company’s Chief Financial Officer for almost 10 years. In 1989, the year Mr. Burke became CEO, the Company’s revenues were approximately $4 million. On December 31, 2003, the Company entered into three-year employment agreements with each of Messrs. Burke and Dannhauser, which replaced the prior employment agreements which terminated on that date. The new agreements did not change the existing bonus formula for the executives under which the executive officers are entitled to annual bonuses based on the amount by which the Company's EBITDA exceeds budgeted amounts. The new agreements provide for the issuance to Mr. Burke of up to 370,000 shares of restricted stock (of which 250,000 shares were issued in January 2004, 40,000 were issued in January 2005 and 40,000 shares will be issued on each of January 2, 2006 and January 2, 2007) and the issuance to Mr. Dannhauser of up to 250,000 restricted shares (of which 175,000 shares were issued in January 2004, 25,000 were issued in January 2005 and 25,000 shares will be issued on each of January 2, 2006 and January 2, 2007). In addition, seven-year options to purchase up to 635,000 shares of common stock are issuable to Mr. Burke during the term (of which options to purchase 275,000 shares were issued in January 2004, options to purchase 120,000 shares were issued in January 2005 and options to purchase 120,000 shares will be issued on each of January 2, 2006 and December 31, 2006) and options to purchase up to 395,000 shares are issuable to Mr. Dannhauser (of which options to purchase 170,000 shares were issued in January 2004, options to purchase 75,000 shares were issued in January 2005 and options to purchase 75,000 shares will be issued on each of January 2, 2006 and December 31, 2006). All options must have an exercise price equal to the market price of the common stock on the grant date. In the event of a "Change of Control" of the Company (as defined in the indentures governing the Company's public debt), (i) all unissued restricted shares will be immediately issued and all restrictions on restricted shares will immediately lapse and (ii) all ungranted options will be immediately granted and all options will immediately vest (the benefits in clauses (i) and (ii) are herein referred to as the “Vesting Rights”). If the executive's employment is terminated by the Company without Cause (as defined in the employment agreement), other than due to death or disability, or if such employment is terminated by the executive due to a Constructive Termination Without Cause (see definition below), irrespective of whether there has been a Change of Control of the Company, in addition to the awards and acceleration of vesting described in the immediately preceding sentence, the Company is required to pay such executive a lump sum amount equal to three times the greater of (x) his prior year's cash compensation or (y) his prior year's salary and the average cash bonus paid to him during the three prior years, plus, in either case, an amount equal to certain taxes payable thereon (collectively, the “Severance Payments”). The provisions governing the calculation of Severance Payments are substantially similar to the agreements entered into with Messrs. Burke and Dannhauser in 1997 prior to the time the Company purchased the former Six Flags. The Board believes that the formula used to determine the severance amounts payable upon termination of employment following a change of control or the completion of a proxy contest are customary for senior executives of comparable-sized public companies. The agreements subject the executive officers to standard non-disclosure and non-compete requirements.

As defined in the employment agreements, the term “Constructive Termination Without Cause” means a termination of the executive’s employment at his initiative following the occurrence, without the executive’s prior written consent, of one or more of the following events: (i) a reduction in the executive’s then current base salary or bonus or the termination or material reduction of any material employee benefit or perquisite enjoyed by him; (ii) the failure to elect or reelect the executive to any of the positions in the Company described in the employment agreement or removal from any such position; (iii) a material diminution in the executive’s duties or the assignment to the executive of duties which are materially inconsistent with his other duties or which materially impair the executive’s ability to function as the Chairman and CEO, with respect to Mr. Burke, or CFO, with respect to Mr. Dannhauser; (iv) the relocation of the Company’s executive office, or the executive’s own office location as assigned to him by the Company, to a location more than 50 miles from New York, New York; (v) the failure of the

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Company to obtain the assumption in writing of its obligations under the employment agreement and the executive’s prior employment agreement by any successor to the business of the Company on or prior to the date of a merger, consolidation, sale or similar transaction; or (vi) the failure by the Company to offer the executive a new employment agreement with compensation and benefit provisions on terms at least as favorable to the executive as those set forth in the existing employment agreement.

If Mr. Burke were entitled to the Vesting Rights and the Severance Payments as of January 1, 2005, he would have been entitled to receive the following: vesting of 250,000 shares of restricted stock and options to purchase 275,000 shares of common stock previously granted under his agreement; grants of 120,000 shares of common stock and options to purchase 360,000 shares of common stock representing the shares and options that he would have been eligible to receive under his agreement had his employment not been terminated; and a cash payment of approximately $4,366,000. If Mr. Dannhauser were entitled to the Vesting Rights and the Severance Payments as of January 1, 2005, he would have been entitled to receive the following: vesting of 175,000 shares of restricted stock and options to purchase 170,000 shares of common stock previously granted under his agreement; grants of 75,000 shares of common stock and options to purchase 225,000 shares of common stock representing the shares and options that he would have been eligible to receive under his agreement had his employment not been terminated; and a cash payment of approximately $3,525,000.

If the Company is acquired in a transaction constituting a "Change of Control" (as defined in the indentures governing the Company's public debt), Messrs. Burke and Dannhauser would each be entitled to their respective Vesting Rights. Messrs. Burke and Dannhauser would not be entitled to Severance Payments solely as a result of a Change of Control of the Company. However, in the event that their employment is terminated for any reason (other than due to death or disability) within 180 days of such a Change of Control, Mr. Burke and Mr. Dannhauser, as the case may be, would be entitled to their respective Severance Payments. Also, because the Vesting Rights and Severance Payments are due and owing to the executives under their respective employment agreements if their employment is terminated without Cause or if there is a Constructive Termination Without Cause, irrespective of whether the Company has undergone a Change of Control, if the Red Zone Proposals are adopted and the employment of Messrs. Burke and/or Dannhauser is thereafter terminated in accordance with their respective agreements, the terminated executive will be entitled to the Vesting Rights and Severance Payments. The amount of Severance Payments that would become payable to Messrs. Burke and Dannhauser under any of the circumstances described in this paragraph would be greater if the date of termination were to occur in 2006 rather than in 2005 due to ordinary course changes in base salary in 2005 and the higher bonuses expected for 2005 reflecting the Company's improved performance. Accordingly, the amount of Severance Payments to be made if the Red Zone Proposals are adopted will depend on when employment is terminated. The Board was aware of these matters at the time of its determination to seek a potential sale of the Company in August 2005.

On July 21, 2005, the Company entered into severance agreements with certain of its employees, including James M. Coughlin, General Counsel, and Hue Eichelberger and Thomas J. Iven, each an Executive Vice President. Under the terms of the agreements, each employee is entitled to a cash severance payment equal to the sum of one year of base salary at the employee's highest annual base salary rate in effect at any time on or after July 21, 2005 through the termination of his or her employment and the employee's annual bonus for the most recent fiscal year ending prior to such termination. The payment is only due if both of the following occur: (a) a change in effective control (as defined in the agreement) of the Company, which may be deemed to occur if Red Zone acquires 30% or more of the outstanding shares, and (b) the termination of such employee’s employment by the Company without cause, or by the employee for good reason, within eighteen months following such a change in effective control (or prior to such a change in effective control if done in anticipation of such change). In addition, in the event the foregoing conditions are met, the agreements provide for continuing coverage under the Company's health plans and life insurance policies, if applicable, for one year commencing on the employee's termination date. The term of the agreements expires on December 31, 2007. However, the agreements remain in effect for a period of two years following the occurrence of a change in effective control.

SECURITY OWNERSHIP

The following table sets forth certain information as of August 1, 2005 (except as noted below) as to common stock beneficially owned by (a) each of the Company's current directors, (b) each of the executive officers named in the "Summary Compensation Table," (c) all current directors and officers of the Company as a group and

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(d) each person who, to the best of the Company's knowledge, beneficially owned on that date more than 5% of the outstanding common stock.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Allen & Company LLC, of which one of the Company's Directors, Mr. Shuman, is Managing Director, is acting as one of the Company’s financial advisors in connection with the Company’s recently initiated process to seek proposals from third parties regarding a possible sale of the Company. See “Solicitation of Consent Revocations – Cost and Method.” In addition, Allen & Company LLC acted as financial advisor in connection with the Company's sale of its European Division in April 2004. Allen & Company LLC also acted as an initial purchaser in the Company's January 2005 issuance of $195,000,000 principal amount of 9-5/8% Senior Notes due 2014.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act, requires officers and directors of the Company and persons who own more than ten percent of the Company’s common stock to file initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 or 5) of common stock with the SEC. Officers, directors and greater than ten-percent stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all such forms they file.

To the Company's knowledge, based solely on its review of the copies of such forms received by it and written representations from certain reporting persons that no additional forms were required for those persons, during 2004 all filing requirements applicable to all officers, directors, and greater than ten percent beneficial owners were complied with.

30

STOCKHOLDER PROPOSALS AND OTHER MATTERS FOR THE 2006 ANNUAL MEETING

In order for a stockholder proposal to be considered for inclusion in the Company's proxy statement for the 2006 annual meeting, the proposal must be received at the Company's offices no later than January 9, 2006. Rule 14a-8 of the SEC contains standards as to what stockholder proposals are required to be included in a proxy statement. With respect to proposals submitted by a stockholder other than for inclusion in the Company's 2006 proxy statement and related form or proxy, timely notice of any stockholder proposal must be received by us in accordance with our Bylaws and our rules and regulations no later than March 30, 2006. Any proxies solicited by the Board of Directors for the 2006 annual meeting may confer discretionary authority to vote on any proposals notice of which is not timely received.

Any stockholder who wishes to submit a stockholder proposal should send it to the Secretary of the Company at Six Flags, Inc., 11501 Northeast Expressway, Oklahoma City, Oklahoma 73131.

OTHER MATTERS

The only matters for which the participants intend to solicit revocations of consents are set forth in the Notice of Consent Revocation Solicitation. However, if consents are solicited by Red Zone or any other person on any other matter, the participants may determine that it is in the best interests of the Company and its stockholders to solicit revocations of consents with respect to such additional matters.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS

The broker, bank or other nominee for any stockholder who is a beneficial owner, but not the record holder, of the shares of the Company’s common stock may deliver only one copy of the Company’s proxy statement to multiple stockholders who share the same address, unless that broker, bank or other nominee has received contrary instructions from one or more of the stockholders. The Company will deliver promptly, upon written or oral request, a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered. A stockholder who wished to receive a separate copy of the proxy statement, now or in the future, should submit their request to the Company by telephone at (212) 599-4690 or by submitting a written request to the Secretary of the Company at Six Flags, Inc., 11501 Northeast Expressway, Oklahoma City, Oklahoma 73131. Beneficial owners sharing an address who are receiving multiple copies of proxy materials and annual reports and wish to receive a single copy of such materials in the future will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the future.

We appreciate your support and encouragement.

IMPORTANT INFORMATION REGARDING CONSENT REVOCATION

The Board of Directors urges you NOT to return any white consent card solicited from you by Red Zone. If you have previously returned any such consent card you have every right to revoke your consent. Simply complete, sign, date and mail the enclosed BLUE Consent Revocation Card in the postage-paid envelope provided, whether or not you previously returned the white consent card.

For additional information or assistance, please call our soliciting agent, Mackenzie Partners, Inc., toll free at 1-800-322-2885. You may also contact Mackenzie Partners, Inc. at 212-929-5500. Mackenzie Partners, Inc.’s address is 105 Madison Avenue, New York, New York 10016.

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ANNEX I—CERTAIN INFORMATION REGARDING PARTICIPANTS

IN THIS CONSENT REVOCATION SOLICITATION

Under applicable SEC regulations, each member of the Company’s Board may be deemed a “participant” in the solicitation of revocations of consents. The following sets forth the name, principal business address and the present office or other principal occupation or employment, and the name, principal business and the address of any corporation or other organization in which such employment is carried on, of the directors of the Company who may solicit revocations of consents from stockholders of the Company.

DIRECTORS

The principal occupations of the Company’s directors who are deemed participants in the solicitation are set forth under “Information About the Company and Directors and Officers—Directors” in this Consent Revocation Statement. The name and business address of the director-participants’ organization of employment are as follows:

INFORMATION REGARDING OWNERSHIP OF THE COMPANY'S SECURITIES BY PARTICIPANTS

The number of shares of common stock held by directors is set forth under “Security Ownership” of this Consent Revocation Statement. No other participants own any shares of common stock.

MISCELLANEOUS INFORMATION CONCERNING PARTICIPANTS

Except as described in this Annex I or the Consent Revocation Statement, neither any participant nor any of their respective associates or affiliates (together, the “Participant Affiliates”), is either a party to any transaction or series of transactions since December 31, 2003, or has knowledge of any currently proposed transaction or series of proposed transactions, (i) to which the Company or any of its subsidiaries was or is to be a party, (ii) in which the amount involved exceeds $60,000, and (iii) in which any participant or Participant Affiliate had, or will have, a direct or indirect material interest. Furthermore, except as described in this Annex I or the Consent Revocation

Statement, no participant or Participant Affiliate directly or indirectly beneficially owns, or owns of record but not beneficially, any securities of the Company or any securities of any subsidiary of the Company.

Except as described in this Annex I or the Consent Revocation Statement, no participant or Participant Affiliate has entered into any agreement or understanding with any person respecting any future employment by the Company or any of its affiliates or any future transactions to which the Company or any of its affiliates will or may be a party. Except as described in this Annex I or the Consent Revocation Statement, there are no contracts, arrangements or understandings by any participant or Participant Affiliate within the past year with any person with respect to any securities of the Company.

ANNEX II—RECENT TRADING HISTORY OF PARTICIPANTS

IN THIS CONSENT REVOCATION SOLICITATION

The following is a list of all acquisitions and dispositions of the Company’s common stock made during the last two years by persons who may be deemed participants in the Company’s solicitation of revocations of consent.

CONSENT REVOCATION CARD—BLUE

CONSENT REVOCATION

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

OF

SIX FLAGS, INC.

The undersigned, a record holder of shares of common stock, par value $.025 per share, of Six Flags, Inc. (the “Company”), acting with respect to all shares of the Company’s common stock held by the undersigned at the close of business on October 24, 2005, hereby acts as follows concerning the proposals of Red Zone, LLC set forth below.

THE BOARD OF DIRECTORS OF THE COMPANY URGES YOU TO MARK THE "YES, REVOKE MY CONSENT" BOXES IN ALL PROPOSALS BELOW.

Please mark your selection as S indicated in this example.

THE BOARD OF DIRECTORS OF THE COMPANY URGES YOU TO MARK THE “YES, REVOKE MY CONSENT” BOXES ON ALL PROPOSALS SET FORTH HEREIN.

UNLESS OTHERWISE INDICATED ABOVE, THIS REVOCATION CARD REVOKES ALL PRIOR CONSENTS GIVEN WITH RESPECT TO THE PROPOSALS SET FORTH HEREIN.

UNLESS YOU SPECIFY OTHERWISE, BY SIGNING AND DELIVERING THIS REVOCATION CARD TO THE COMPANY, YOU WILL BE DEEMED TO HAVE REVOKED CONSENT TO ALL OF THE PROPOSALS SET FORTH HEREIN.

THE UNDERSIGNED HEREBY AFFIRMS THAT THE SHARES REPRESENTED HEREBY WERE HELD OF RECORD ON OCTOBER 24, 2005.

IN ORDER FOR YOUR CONSENT REVOCATION TO BE VALID, IT MUST BE DATED. PLEASE MARK, SIGN, DATE AND MAIL IN THE POSTAGE-PAID ENVELOPE PROVIDED.

Please sign in the same form as name appears hereon. Executors and fiduciaries should indicate their titles. If signed on behalf of a corporation, give title of officer signing.

IMPORTANT

WE STRONGLY RECOMMEND THAT YOU REJECT RED ZONE AND MR. SNYDER AND HIS EFFORTS WHICH YOUR BOARD BELIEVES ARE PART OF AN INTEGRATED PLAN DESIGNED TO ALLOW MR. SNYDER TO EXERCISE SUBSTANTIAL INFLUENCE AND EFFECTIVE CONTROL OVER THE ACTIONS, STRATEGY AND DIRECTION OF YOUR COMPANY. FIRST, DO NOT SIGN RED ZONE’S WHITE CONSENT CARD. SECOND, IF YOU HAVE PREVIOUSLY SIGNED A WHITE CONSENT CARD, YOU MAY REVOKE THAT CONSENT BY SIGNING, DATING AND MAILING THE ENCLOSED BLUE CONSENT REVOCATION CARD IMMEDIATELY. FINALLY, IF YOU HAVE NOT SIGNED RED ZONE’S CONSENT CARD, YOU CAN SHOW YOUR SUPPORT FOR YOUR BOARD BY SIGNING, DATING AND MAILING THE ACCOMPANYING BLUE CONSENT REVOCATION CARD. PLEASE ACT TODAY.

Your vote is important. If you have questions or need assistance in voting your shares, please call:

MACKENZIE PARTNERS, INC.

105 Madison Avenue

New York, New York 10016

Tel: 212-929-5500

Fax: 212-929-0308

Call Toll Free: 1-800-322-2885

Email: proxy@mackenziepartners.com

PLEASE RETURN YOUR BLUE CONSENT REVOCATION CARD IN THE ENVELOPE PROVIDED. IN ADDITION, YOU MAY ALSO FAX BOTH SIDES OF YOUR BLUE CONSENT REVOCATION CARD TO: (212) 929-0308.

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFC14A’ Filing		Date		First		Last			Other Filings
		12/31/07		35					10-K,  11-K
		1/2/07		34
		12/31/06		34					10-K
		3/30/06		39					SC 13G,  SC 13G/A
		1/9/06		29		39
		1/2/06		34					4
		10/27/05		6
Filed on / Effective on:		10/25/05		2		5			DFAN14A,  SC TO-C,  SC14D9C
		10/24/05		7		44
		10/20/05		38					SC 13D/A
		10/19/05		38					DEFC14A,  SC TO-C
		10/14/05		22					DEFA14A
		10/4/05		22					PRRN14A,  SC TO-C
		9/28/05		22
		9/25/05		3
		9/20/05		22
		9/16/05		21					8-K,  PRRN14A,  SC 13D/A,  SC TO-C
		9/15/05		2		22
		9/12/05		21		38			8-K,  SC 13D
		9/8/05		38
		9/6/05		21		38			SC 13D
		8/31/05		38
		8/25/05		2		21			8-K,  DEFA14A,  PREC14A,  SC 14D9,  SC14D9C
		8/24/05		6					8-K
		8/23/05		6		21
		8/18/05		6		21			SC 13D/A
		8/17/05		2		21			8-K,  PREC14A,  SC TO-C
		8/1/05		35		36
		7/21/05		35					8-K
		7/1/05		26
		6/7/05		20
		4/21/05		20
		3/31/05		36		37			10-Q,  4
		3/1/05		38
		2/14/05		37		38			424B3,  SC 13G,  SC 13G/A
		2/9/05		38					SC 13G
		1/14/05		19		20			SC 13D/A
		1/1/05		35
		12/31/04		27		38			10-K
		10/19/04		26
		10/18/04		26
		10/12/04		17		20
		10/7/04		16		21
		9/30/04		15					10-Q
		9/28/04		15		20
		9/15/04		13					8-A12B/A,  8-K
		9/13/04		5		44			8-K
		9/8/04		13
		9/2/04		13					SC 13D/A
		9/1/04		13
		8/31/04		37					SC 13D
		8/27/04		37
		1/2/04		32
		12/31/03		33		40			10-K
		6/15/00		32					DEF 14A,  PRE 14A
									List all Filings

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