-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nq3CWjTEWXo9rlEFa008Or6o0tmFyj6d0/W/6XFMinyq29y16rIiau/Be2UbgS5G ubRrJbjIZvIHArAvIhByuw== 0000897423-10-000105.txt : 20100609 0000897423-10-000105.hdr.sgml : 20100609 20100609161337 ACCESSION NUMBER: 0000897423-10-000105 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100609 DATE AS OF CHANGE: 20100609 GROUP MEMBERS: Q FUNDING III, L.P. GROUP MEMBERS: Q4 FUNDING, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CEDAR FAIR L P CENTRAL INDEX KEY: 0000811532 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 341560655 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38510 FILM NUMBER: 10887363 BUSINESS ADDRESS: STREET 1: ONE CEDAR POINT DRIVE CITY: SANDUSKY STATE: OH ZIP: 44870 BUSINESS PHONE: 4196260830 MAIL ADDRESS: STREET 1: ONE CEDAR POINT DRIVE CITY: SANDUSKY STATE: OH ZIP: 44870 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Q Funding III, L.P. CENTRAL INDEX KEY: 0001481617 IRS NUMBER: 010549838 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-332-9500 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 cedarfaira12.htm <SUBMISSION>



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D**

Under the Securities Exchange Act of 1934
(Amendment No. 12)*

Cedar Fair, L.P.
(Name of Issuer)

Units Representing Limited Partner Interests
(Title of Class of Securities)

150185106
(Cusip Number)

Brandon Teague
301 Commerce Street, Suite 3200
Fort Worth, Texas 76102
(817) 332-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 9, 2010
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [  ].

*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).

**The total number of units reported herein is 10,021,418, which constitutes approximately 18.1% of the total number of units outstanding.  All ownership percentages set forth herein assume that there are 55,324,273 units outstanding.



1.     Name of Reporting Person:

           Q Funding III, L.P.

2.     Check the Appropriate Box if a Member of a Group:

            (a) /   /

            (b) / X /

3.     SEC Use Only

4.     Source of Funds: OO (See Item 3)

5.     Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): 

          /   /

6.     Citizenship or Place of Organization: Texas

                         7.     Sole Voting Power:  6,642,100
Number of          
Shares
Beneficially      8.     Shared Voting Power:  -0-
Owned By          
Each
Reporting         9.     Sole Dispositive Power:  6,642,100
Person          
With
                        10.     Shared Dispositive Power:  -0-

11.     Aggregate Amount Beneficially Owned by Each Reporting Person:

           6,642,100

12.     Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

            /   /

13.     Percent of Class Represented by Amount in Row (11): 12.0%

14.     Type of Reporting Person: PN



1.     Name of Reporting Person:

           Q4 Funding, L.P.

2.     Check the Appropriate Box if a Member of a Group:

            (a) /   /

            (b) / X /

3.     SEC Use Only

4.     Source of Funds: OO (See Item 3)

5.     Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): 

          /   /

6.     Citizenship or Place of Organization: Texas

                         7.     Sole Voting Power:  3,379,318
Number of          
Shares
Beneficially      8.     Shared Voting Power:  -0-
Owned By          
Each
Reporting         9.     Sole Dispositive Power:  3,379,318
Person          
With
                        10.     Shared Dispositive Power:  -0-

11.     Aggregate Amount Beneficially Owned by Each Reporting Person:

           3,379,318

12.     Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

            /   /

13.     Percent of Class Represented by Amount in Row (11): 6.1%

14.     Type of Reporting Person: PN



Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated February 12, 2010, as amended by Amendment No. 1 dated February 18, 2010, as amended by Amendment No. 2 dated February 24, 2010, as amended by Amendment No. 3 dated March 9, 2010, as amended by Amendment No. 4 dated March 11, 2010, as amended by Amendment No. 5 dated March 17, 2010, as amended by Amendment No. 6 dated April 6, 2010, as amended by Amendment No. 7 dated April 9, 2010, as amended by Amendment No. 8 dated April 28, 2010, as amended by Amendment No. 9 dated May 3, 2010, as amended by Amendment No. 10 dated May 5, 2010, as amended by Amendment No. 11 dated May 12, 2010 (the "Schedule 13D"), relating to the Units Representing Limited Partner Interests of Cedar Fair, L.P.  Unless otherwise indicated, all defined terms used herein shall have the same mea nings as those set forth in the Schedule 13D.

ITEM 4.  PURPOSE OF TRANSACTION.

       Item 4 is hereby amended by adding at the end thereof the following:

On June 9, 2010, the Reporting Persons filed suit in Delaware requesting certain of the Issuer's books and records relating to the Issuer's financing.  A copy of such suit is attached as an Exhibit and is incorporated herein by reference.

       Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.


ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

         Item 7 is hereby amended by adding at the end thereof the following:

99.2 -- Verified Complaint in Q Funding III, L.P. and Q4 Funding, L.P. vs. Cedar Fair Management, Inc. and Cedar Fair, L.P.





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: June 9, 2010



Q FUNDING III, L.P.

By: Prufrock Onshore, L.P.,
its general partner

    By:  J Alfred Onshore, LLC,
    its general partner


         By: /s/ Brandon Teague
              Brandon Teague, Director of Trading




 


Q4 FUNDING, L.P.

By: Star Spangled Sprockets, L.P.,
its general partner

    By:  Excalibur Domestic, LLC,
    its general partner


         By: /s/ Brandon Teague
              Brandon Teague, Director of Trading

 

 EX-99.2 2 exhibit992.htm

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE



Q FUNDING III, L.P. and Q4 FUNDING, L.P.

            Plaintiffs,

            v.

CEDAR FAIR MANAGEMENT, INC.,                         Civil Action No.________
and CEDAR FAIR, L.P., a Delaware
limited partnership,

            Defendants.

VERIFIED COMPLAINT PURSUANT TO 6 DEL. C. Section 17-305

Plaintiffs Q Funding III, L.P. and Q4 Funding, L.P. (together "Q Funding" or "plaintiffs"), by and through their undersigned counsel, as and for its Verified Complaint Pursuant to 6 Del. C. Section 17-305 against defendants Cedar Fair, L.P. ("Cedar Fair" or the "Partnership") and Cedar Fair Management, Inc. ("CFMI" or the "General Partner") allege as follows:

1.     Plaintiffs are commonly-controlled Texas limited partnerships and limited partners of defendant Cedar Fair. Plaintiffs' principal place of business is located at 301 Commerce Street, Suite 3200, Fort Worth, Texas 76102. Plaintiff Q Funding III, L.P. holds 6,642,100 Cedar Fair units, representing approximately 12% of the total number of outstanding limited partnership units. Plaintiff Q4 Funding, L.P. holds 3,379,318 Cedar Fair units, representing approximately 6.1% of the total number of outstanding limited partnership units. Together, plaintiffs constitute Cedar Fair's largest unitholder.

2.     Cedar Fair is a Delaware limited partnership with its principal executive offices at One Cedar Point Drive, Sandusky, Ohio 44870. Cedar Fair is one of the largest regional amusement-resort operators in the world with eleven amusement parks, six outdoor water parks, one indoor water park and five hotels.

3.     Defendant Cedar Fair Management, Inc. ("CFMI" or the "General Partner") is an Ohio Corporation, and is Cedar Fair's sole general partner with principal offices located at One Cedar Point Drive, Sandusky, Ohio 44870.

4.     The Fifth Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P., (the "Partnership Agreement") provides limited partners the right to access partnership books and records. Section 7.5 of the Partnership Agreement provides in its entirety:

7.5 Rights of Limited Partners Relating to the Partnership. (a) In addition to other rights provided by this Agreement or by applicable law, and except as limited by Section 7.5(b), each Limited Partner shall have the following rights for a proper purpose reasonably related to his Partnership Interest, upon reasonable demand and at such Limited Partner's own expense:

(i) to obtain true and full information regarding the status of the business and financial condition of the Partnership;

(ii) promptly after becoming available, to obtain a copy of the Partnership's federal, state and local income tax returns for each year;

(iii) to have furnished to him, upon notification to the General Partner, a current list of the name and last known business, residence or mailing address of each Partner;

(iv) to obtain true and full information regarding the amount of cash and a description and statement of the Agreed Value of any other property or other consideration contributed by each Partner and which each Partner has agreed to contribute in the future, and the date upon which each Partner became a Partner;

(v) to have furnished to him, upon notification to the General Partner, a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of any powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and

(vi) to inspect and copy any of the Partnership's books and records and obtain such other information regarding the affairs of the Partnership as is just and reasonable.

5.     Section 17-305 of the Delaware Revised Uniform Limited Partnership Act ("DRULPA"), 6 Del. C. Section 17-305, provides in pertinent part:

(a) Each limited partner has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished, at what time and location and at whose expense) as may be set forth in the partnership agreement or otherwise established by the general partners, to obtain from the general partners from time to time upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner:

(1) True and full information regarding the status of the business and financial condition of the limited partnership;

(2) Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year;

(3) A current list of the name and last known business, residence or mailing address of each partner;

(4) A copy of any written partnership agreement and certificate of limited partnership and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which the partnership agreement and any certificate and all amendments thereto have been executed;

(5) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each partner and which each partner has agreed to contribute in the future, and the date on which each became a partner; and

(6) Other information regarding the affairs of the limited partnership as is just and reasonable.

6.     By letter dated May 26, 2010, pursuant to both Section 7.5 of the Partnership Agreement, and Section 17-305 of DRULPA, plaintiffs requested access to a very limited and defined set of Partnership books and records. The demand letter is attached hereto as Exhibit A.

7.     In the demand letter, Q Funding requested the following:

1. Documents constituting or reflecting any analysis prepared by the Board of Directors of the General Partner, senior management of the General Partner, or advisors to the Partnership or General Partner, with respect to the Credit Agreement (as that term is defined in the Partnership's proxy statement filed on Schedule 14A dated February 10, 2010), any proposed amendment, refinancing, or modification of the Credit Agreement, or any alternative or replacement financing.

2. Minutes or any draft minutes of any meetings of the Board of Directors of the General Partner that have taken place since April 1, 2010, concerning the subject matters referenced in the preceding paragraph.

Exhibit A at 1. The Credit Agreement is, in essence, the principal debt obligation of the Partnership and represents an amount of approximately $1.5 billion. It was incurred in connection with the Partnership's acquisition in 2006 of the Paramount Parks, a North American seasonal theme-park operator. The Partnership has limited flexibility under the distribution suspension and leverage covenants in the Credit Agreement.

8.      In the demand letter, Q Funding made clear its willingness to execute a reasonable confidentiality agreement, as well as its willingness to bear the reasonable costs incurred by Cedar Fair in connection with the requested inspection.

9.     Q Funding also set forth the purposes of its demand:

The purposes of this demand are to assist Q Funding as limited partners in (1) collecting and considering information regarding any proposed financing alternatives available to the Partnership with respect to the Credit Agreement, and (2) communicating with the General Partner, senior management of the General Partner, their advisors, and/or other limited partners of the Partnership with respect to financing issues or needs of the Partnership, alternatives available to the Partnership with respect to the Credit Agreement, and to research and possibly propose to the General Partner alternative financing sources or structures that may be more favorable to the Partnership. In addition to these purposes, Q Funding needs access to the information requested above to enable it to adequately assess the status of the business and financial condition of the Partnership, as contemplated by both DRULPA and the Partnership Agreement.

Exhibit A, at 2.

10.     Q Funding's purposes for the demand are proper under Delaware law, and are directly related to Q Funding's interests as limited partners in the Partnership.

11.     In a letter dated June 3, 2010, defendant Cedar Fair, through its counsel, responded by flatly rejecting plaintiffs' demand. Cedar Fair's June 3, 2010 letter is attached hereto as Exhibit B.

12.     Section 17-305(e) of the DRULPA provides that if a general partner "refuses to permit a limited partner to obtain from the general partner the information described in subsection (a)(3) of this section[,] [. . .] the limited partner may apply to the Court of Chancery for an order to compel such disclosure."

13.     Because plaintiffs have articulated a proper purpose, pursuant to both Section 7.5 of the Partnership Agreement and Section 17-305 of the DRULPA, and have otherwise complied with Delaware law regarding access to partnership books and records, plaintiffs are entitled to the two requested categories of books and records.

14.     Plaintiffs have no adequate remedy at law.

 

WHEREFORE, plaintiffs respectfully request that this Court enter an Order as follows:

      1. Summarily requiring defendants to furnish plaintiffs with all of the information requested in the demand letter;

      2. Awarding plaintiffs their costs and expenses, including reasonable attorneys' fees, in connection with this action; and

      3. Granting such other relief as the Court deems just and proper.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dated: June 9, 2010

968910

POTTER ANDERSON & CORROON LLP

 

 

By: /s/ Matthew E. Fischer

Matthew E. Fischer (# 3092)
Dawn M. Jones (#4270)
Meghan M. Dougherty (#4787)
William E. Green, Jr. (#4864)
Potter Anderson & Corroon LLP
Hercules Plaza, 6th floor
1313 North Market Street
P. O. Box 951
Wilmington, Delaware 19899
(302) 984-6000

Attorneys for Plaintiffs Q Funding III, L.P. and Q4 Funding, L.P.

 

 

 

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Q FUNDING III, L.P. and Q4 FUNDING, L.P.

            Plaintiffs,

            v.

CEDAR FAIR MANAGEMENT, INC.,                         Civil Action No.________
and CEDAR FAIR, L.P., a Delaware
limited partnership,

            Defendants.

VERIFICATION

STATE OF

                                        ss:

COUNTY OF

I, Scott McCarty, being duly sworn, hereby state under oath that I am authorized to make execute this Verification on behalf of plaintiffs Q Funding III, L.P. and Q4 Funding, L.P. and that I have reviewed the foregoing Verified Complaint, and that to the best of my knowledge, information, and belief, the allegations of fact made therein are true and correct.

Scott McCarty
Q Funding III, L.P.
Title:

Q4 Funding, L.P.
Title:

 

SWORN TO AND SUBSCRIBED before me this day of June, 2010.

Notary Public

My Commission Expires:

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