Red Zone LLC, et al. – ‘SC 13D/A’ on 9/16/05 re: Six Flags Entertainment Corp

On:  Friday, 9/16/05, at 2:21pm ET   ·   Accession #:  914121-5-1785   ·   File #:  5-33593

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           8     35K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
 THERETO FILED PURSUANT TO RULE 13d-2(a)

 Under the Securities Exchange Act of 1934
 (Amendment No. 6)

 Six Flags, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

 Common Stock, par value $.025 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 83001P109
--------------------------------------------------------------------------------
(CUSIP Number)

 Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft LLP 
One World Financial Center
New York, NY 10281
(212) 504-5555
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

September 16, 2005
--------------------------------------------------------------------------------
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition that is the subject of this Schedule 13D, and is filing this    
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the    
following box ?.                                                                

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other     
parties to whom copies are to be sent.                                          

*The remainder of this cover page shall be filled out for a reporting person's  
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter           
disclosures provided in a prior cover page. The information required on the     
remainder of this cover page shall not be deemed to be "filed" for the purpose  
of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise       
subject to the liabilities of that section of the Act but shall be subject to   
all other provisions of the Act (however, see the Notes).                       

SC 13D/A
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SCHEDULE 13D
----------------------                                      --------------------
CUSIP No. 83001P109                                           Page 2            
----------------------                                      --------------------

--------------------------------------------------------------------------------
NAME OF REPORTING PERSON                                        
1       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Red Zone LLC                                                    
20-1475706                                                      
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                
2                                                               (a) [ ]         
                                                       (b) [X]
--------------------------------------------------------------------------------
SEC USE ONLY                                                    
3                                                                               

--------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)                              
4                                                                               
WC                                                              
--------------------------------------------------------------------------------
      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
5       2(d) or 2(e)[ ]                                                         

--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION                            
6       Delaware                                                                

--------------------------------------------------------------------------------
 SOLE VOTING POWER
7       0 shares of Common Stock
NUMBER OF                                                           

        SHARES          --------------------------------------------------------
   SHARED VOTING POWER
BENEFICIALLY       8       10,921,300 shares of Common Stock          

OWNED BY                                                          
                        --------------------------------------------------------
EACH                   SOLE DISPOSITIVE POWER                 
9       0 shares of Common Stock
REPORTING                                                           

        PERSON          --------------------------------------------------------
        SHARED DISPOSITIVE POWER
WITH           10      10,921,300 shares of Common Stock      

--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11                                                                              
10,921,300 shares of Common Stock                           
--------------------------------------------------------------------------------
      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12                                                                              
[ ]                                                         
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)          
13        11.7%                                                                 

--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*                                   
14                                                                              
OO                                                          
--------------------------------------------------------------------------------

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SCHEDULE 13D
----------------------                                      --------------------
CUSIP No. 83001P109                                           Page 3            
----------------------                                      --------------------

--------------------------------------------------------------------------------
NAME OF REPORTING PERSON                                        
1       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Daniel M. Snyder                                                
N/A                                                             
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                
2                                                               (a) [ ]         
                                                       (b) [X]
--------------------------------------------------------------------------------
SEC USE ONLY                                                    
3                                                                               

--------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)                              
4                                                                               
Not Applicable                                                  
--------------------------------------------------------------------------------
      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
5       2(d) or 2(e)[ ]                                                         

--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION                            
6       United States                                                           

--------------------------------------------------------------------------------
 SOLE VOTING POWER
7       0 shares of Common Stock
NUMBER OF                                                           

        SHARES          --------------------------------------------------------
   SHARED VOTING POWER
BENEFICIALLY       8       10,921,300 shares of Common Stock          

OWNED BY                                                          
                        --------------------------------------------------------
EACH                   SOLE DISPOSITIVE POWER                 
9       0 shares of Common Stock
REPORTING                                                           

        PERSON          --------------------------------------------------------
        SHARED DISPOSITIVE POWER
WITH           10      10,921,300 shares of Common Stock      

--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11                                                                              
10,921,300 shares of Common Stock                           
--------------------------------------------------------------------------------
      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12                                                                              
[ ]                                                         
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)          
13        11.7%                                                                 

--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*                                   
14                                                                              
IN                                                          
--------------------------------------------------------------------------------

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INTRODUCTION                                                                    

     This Amendment No. 6 (this "Amendment") relates to the Schedule 13D filed
on behalf of Red Zone LLC, a Delaware limited liability company ("Red Zone"),   
and Daniel M. Snyder, an individual ("Mr. Snyder") (collectively, the "Reporting
Persons") with the Securities and Exchange Commission on August 30, 2004, as    
amended by Amendment No. 1 filed on September 2, 2004, Amendment No. 2 filed on 
January 14, 2005, Amendment No. 3 filed on April 22, 2005, Amendment No. 4 filed
on August 10, 2005 and Amendment No. 5 filed on August 18, 2005 (the "Schedule  
13D"), relating to shares of common stock, par value $.025 per share ("Common   
Stock"), of Six Flags, Inc. (the "Company").                                    

Items 4, 6 and 7 of the Schedule 13D are amended and supplemented as
follows:                                                                        

Item 4.     Purpose of Transaction.                                             

      On September 16, 2005, Red Zone sent a letter to the Presiding
Independent Director of the Company, in which Red Zone expressed its view that  
it would be inappropriate for the Company to 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 Red Zone plans to put before the Company's       
stockholders. In the letter, Red Zone also said it believed that any asset      
liquidation or additional severance or change in control agreements with the    
Company's executives would impermissibly frustrate the stockholder franchise and
that it would take all actions necessary to hold the Company's Board responsible
if the Board or management takes any action which is detrimental to the Company 
or frustrates the stockholder franchise.                                        

         On September 16, 2005, the Reporting Persons also filed a revised
preliminary consent solicitation statement on Schedule 14A with the Securities  
and Exchange Commission. The consent solicitation statement updates the         
statement previously filed by the Reporting Persons on August 17, 2005.         

           In the revised preliminary consent solicitation statement, Red Zone
stated that if it is successful in its consent solicitation, it will commence a 
fully funded cash tender offer (the "Offer") to purchase up to 34.9% of the     
Company's outstanding shares (the calculation of such percentage to include any 
shares Red Zone owns at the time Red Zone accepts shares for purchase pursuant  
to the Offer) at a price of $6.50 per share if, at any time during the ninety   
days following the date Red Zone's 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. The offer, if commenced, will be on the terms and     
subject to the conditions to be set forth in an offer to purchase and related   
letter of transmittal which Red Zone plans to file with the SEC at the          
commencement of the Offer. The conditions to the Offer will include, among other
things:                                                                         

         o     the Company amending the Second Amended and Restated Rights
                Agreement dated as of September 14, 2004 (the "Poison Pill")
               by and between the Company and the Bank of New York to make
the Rights inapplicable to the Offer;       

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   o     the Board taking all actions so that the restrictions
              contained in Section 203 of DGCL applicable to a "business
                combination" (as defined in such Section 203), and any other
             similar legal requirement, will not apply to any business
                  combination involving Six Flags, on the one hand, and Red Zone
or any of its affiliates, on the other hand;

           o     the Board designating Mark Shapiro as Chief Executive Officer
      and Daniel M. Snyder as Chairman of the Board; and

           o     non-occurrence of any change or development, in the business,
         properties, assets, liabilities, financial condition,
                  operations, results of operations or prospects of the Company,
           which, in Red Zone's reasonable judgment, is or will be
             materially adverse to the Company, or Red Zone shall have
           become aware of any fact that, in Red Zone's reasonable
                judgment, does or will have a material adverse effect on the
value of the Shares.                        

          Red Zone has filed a Hart-Scott-Rodino Act Pre-Merger Notification
Form to acquire up to 49.9% of the Company's outstanding common stock and the   
waiting period applicable to the filing has expired.                            

          A copy of the revised preliminary consent statement filed with the
Securities and Exchange Commission is filed as Exhibit 6 hereto and is          
incorporated herein by reference.                                               

            In addition to the consent solicitation and the Offer, the Reporting
Persons may pursue other alternatives available in order to maximize the value  
of their investment in the Company. Such alternatives could include, without    
limitation, (i) the purchase of additional Common Stock in the open market, in  
privately negotiated transactions or otherwise and (ii) the sale of all or a    
portion of the Common Stock now owned or hereafter acquired by them. The        
Reporting Persons intend to contact and consult with other stockholders of the  
Company and third parties concerning the Company, its prospects and any or all  
of the foregoing matters.                                                       

        The Reporting Persons reserve the right to change their plans or
intentions and to take any and all actions that they may deem appropriate to    
maximize the value of their investment in the Company in light of their general 
investment policies, market conditions, subsequent developments affecting the   
Company and the general business and future prospects of the Company.           

      THIS AMENDMENT IS NOT A TENDER OFFER NOR AN OFFER WITH RESPECT
THERETO. AN OFFER, IF COMMENCED, WILL BE MADE ONLY BY MEANS OF AN OFFER TO      
PURCHASE AND RELATED LETTER OF TRANSMITTAL. STOCKHOLDERS ARE URGED TO READ RED  
ZONE'S TENDER OFFER MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY    
WILL CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS WILL BE ABLE TO OBTAIN COPIES  
OF RED ZONE'S TENDER OFFER MATERIALS FREE OF CHARGE FROM THE SEC'S WEBSITE.     

-2- 

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Item 6.     Contracts, Arrangements, Understandings or Relationships with       
Respect to Securities of the Issuer.                    

     Pursuant to an engagement letter dated June 7, 2005, Red Zone
engaged UBS Securities LLC ("UBS") to act as its exclusive financial advisor and
capital markets advisor in connection with a possible acquisition of the        
Company. The engagement letter has a term of 12 months. Red Zone was required to
pay UBS a retainer fee of $500,000 pursuant to the execution of its engagement  
letter and a fee of $1,500,000 upon the filing of the preliminary consent       
solicitation statement with the SEC. If an Acquisition Transaction (as defined  
below) were consummated, Red Zone would be required to pay UBS a transaction fee
of $10,000,000 (offset by the $2,000,000 in fees previously paid to UBS)        
promptly upon the closing of the Acquisition Transaction. In addition, UBS is   
entitled to a financing fee of 1.50% of any private equity or mezzanine         
financing raised by UBS in connection with an Acquisition Transaction. UBS will 
also be entitled to a termination fee equal to the lesser of $7,500,000 or 25%  
of any "termination fee," "break-up fee," "topping fee," "expense reimbursement"
or other form of compensation payable to Red Zone. Red Zone has also agreed to  
reimburse UBS for its reasonable expenses, subject to certain limitations, and  
indemnify UBS and its affiliates and certain related persons against certain    
liabilities and expenses, including liabilities under the federal securities    
laws, arising out of their performance of services under the engagement letter. 

        For purposes of the UBS engagement letter, the term "Acquisition
Transaction" means, whether effected directly or indirectly or in one           
transaction or a series of transactions: (a) any merger, consolidation,         
reorganization or other business combination pursuant to which Red Zone and the 
Company and/or all or a significant portion of their respective businesses,     
divisions or product lines are combined, or (b) the acquisition by Red Zone of  
50% or more of the capital stock or assets of the Company by way of tender or   
exchange offer, option, negotiated purchase, leveraged buyout, minority         
investment or partnership, joint or collaborative venture or otherwise, or (c)  
the acquisition by Red Zone of control of the Company, through a proxy contest  
or otherwise.                                                                   

       In addition, Red Zone has engaged Innisfree M&A Incorporated to
assist in the consent solicitation described above under Item 4, for which      
services Innisfree M&A Incorporated will be paid a customary fee to be agreed in
an engagement letter to be executed before Red Zone commences its consent       
solicitation. Innisfree M&A Incorporated will also be reimbursed for its        
reasonable out-of-pocket expenses. Red Zone has also agreed to indemnify        
Innisfree M&A Incorporated against certain liabilities and expenses, including  
certain liabilities and expenses under the federal securities laws.             

Item 7.     Material to be Filed as Exhibits.                                   

EXHIBIT 5:  Letter, dated September 16, 2005, from Red Zone LLC to  
           Michael E. Gellert, the Company's Presiding Independent
Director.                                   

EXHIBIT 6:  Revised Consent Solicitation Statement on Schedule 14A, 
                  filed with the Securities and Exchange Commission on September
16, 2005 (incorporated herein by reference).

-3- 

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 SIGNATURE

  After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated:   September 16, 2005                                                     

RED ZONE LLC                                                                    

By: /s/  Daniel M. Snyder                                                       
------------------------------------                                      
Name:  Daniel M. Snyder                                                   
Title:  Managing Member                                                   

By: /s/  Daniel M. Snyder                                                       
------------------------------------                                      
Daniel M. Snyder                                                          

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                                                                       EXHIBIT 5

RED ZONE LLC
21300 Redskin Park Drive
 Ashburn, Virginia 20147

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 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                                
------------------------                          
Name:  Daniel M. Snyder                           
Title: Managing Member                            

cc:   Non-Management Directors of Six Flags, Inc.                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		9/16/05		1		8			8-K,  PRRN14A,  SC TO-C
		8/18/05		4					SC 13D/A
		8/17/05		4					8-K,  PREC14A,  SC TO-C
		8/10/05		4					4,  SC 13D/A
		6/7/05		6
		4/22/05		4					SC 13D/A
		1/14/05		4					SC 13D/A
		9/14/04		4
		9/2/04		4					SC 13D/A
		8/30/04		4					SC 13D
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