Group Says It Has the Votes to Control Six Flags

A group led by Washington Redskin owner Dan Snyder said Tuesday that it had lined up enough shareholder votes to oust three board members of Six Flags Inc. and assume control of the amusement park operator.

Red Zone, Snyder’s investment group, said it had delivered written consents representing more than 57% of Six Flags’ outstanding common stock, which would be sufficient to replace three members of the seven-member board of the Oklahoma City-based company. A majority of the new board would then have to vote to replace the current management team.

“I want to thank Six Flags’ stockholders for their confidence in Red Zone and my fellow nominees,” Snyder said in a Securities and Exchange Commission filing Tuesday.

Six Flags officials, responding in a news release to the announcement, said the consents still had to be verified by an independent auditor.

Red Zone plans to replace Six Flags Chief Executive Kieran Burke and other top officers with its own slate of nominees. Snyder wants to be Six Flags’ chairman and bring aboard former ESPN executive Mark Shapiro as the company’s new CEO. They say they would then shed some properties and revamp the company’s advertising and marketing strategies to boost shareholder returns.

The announcement was made after the close of regular stock trading, during which Six Flags shares fell 14 cents to $7.46, after reaching a 52-week high of $7.74 during the session. The stock rose 4 cents in after-hours trading.

Six Flags, which touts itself as the world’s largest regional theme park operator, had suffered years of declines in attendance and revenue until this year, when sales increased 9.5% and attendance jumped 5.6% in the first three quarters. The company also has $2.1 billion in long-term debt, according to its most recent financial report.

Snyder, who holds about 12% of the company’s stock, launched a proxy battle against Six Flags in August, aiming to replace Burke with Shapiro and remove Chief Financial Officer James Dannhauser and board member Stanley Shuman. Snyder and Shapiro would join the board, along with Virginia home builder Dwight C. Schar.

Six Flags responded by putting itself up for auction.

In a conference call Monday with shareholders, Burke said Six Flags had received a “number of financial and strategic bidders.”

Burke declined to reveal the number or the names of bidders.

“We are, in fact, going to protect the integrity of that process,” he said. “It is on track. We frankly have just two to three weeks to go when we’ll have our final bids.”

But Robert McCormick, vice president of proxy research and operations for Glass, Lewis and Co., said Snyder’s announcement could chill a potential sale of the company.

“I don’t want to underestimate the importance of this large return on the vote they’ve announced already. That’s a pretty significant vote and it’s pretty rare,” McCormick said.

“There’s a strong feeling among shareholders that either current management is not in a strong position to run the company or they are not the ones in the best position to determine the best possible price for the company. That’s kind of the tricky part -- to determine exactly what the shareholders are thinking.”

Six Flags runs 30 theme parks in North America. It has corporate offices in Oklahoma City and New York.