-----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, RVs/wAHFRFADEZAgi4yF3QLlHJlllUNmXSkonit6gy6ujj+DlEE7zB7QF2TVX0pI 2fNPbxJzJaXTQ6j35w8DAw== 0000897423-10-000180.txt : 20101208 0000897423-10-000180.hdr.sgml : 20101208 20101208103809 ACCESSION NUMBER: 0000897423-10-000180 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101208 DATE AS OF CHANGE: 20101208 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: 101238953 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 cedarfair13da14.htm <SUBMISSION>



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D**

Under the Securities Exchange Act of 1934
(Amendment No. 14)*

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)

December 8, 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 55,333,989 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:  3,683,325
Number of          
Shares
Beneficially      8.     Shared Voting Power:  -0-
Owned By          
Each
Reporting         9.     Sole Dispositive Power:  3,683,325
Person          
With
                        10.     Shared Dispositive Power:  -0-

11.     Aggregate Amount Beneficially Owned by Each Reporting Person:

           3,683,325

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

            /   /

13.     Percent of Class Represented by Amount in Row (11): 6.7%

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:  2,687,276
Number of          
Shares
Beneficially      8.     Shared Voting Power:  -0-
Owned By          
Each
Reporting         9.     Sole Dispositive Power:  2,687,276
Person          
With
                        10.     Shared Dispositive Power:  -0-

11.     Aggregate Amount Beneficially Owned by Each Reporting Person:

           2,687,276

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

            /   /

13.     Percent of Class Represented by Amount in Row (11): 4.9%

14.     Type of Reporting Person: PN


1.     Name of Reporting Person:

           Geoffrey Raynor

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: United States

                         7.     Sole Voting Power:  10,021,418 (1)
Number of          
Shares
Beneficially      8.     Shared Voting Power:  -0-
Owned By          
Each
Reporting         9.     Sole Dispositive Power:  10,021,418 (1)
Person          
With
                        10.     Shared Dispositive Power:  -0-

11.     Aggregate Amount Beneficially Owned by Each Reporting Person:

           10,021,418 (1)

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

            /   /

13.     Percent of Class Represented by Amount in Row (11): 18.1%

14.     Type of Reporting Person: IN
- --------------------
(1) Solely in his position as control person of J Alfred Onshore, LLC, the general partner of Prufrock Onshore, L.P., the general partner of Q Funding III, L.P. with respect to 3,683,325 Units. Solely in his position as control person of Excalibur Domestic, LLC, the general partner of Star Spangled Sprockets, L.P., the general partner of Q4 Funding, L.P. with respect to 2,687,276 Units. In addition, 3,650,817 Units are held directly and indirectly through entities and trusts for the benefit of Mr. Raynor.


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, as amended by Amendment No. 12 dated June 9, 2010, as amended by Amendment No. 13 dated October 14, 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 meanings 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 December 8, 2010, the Reporting Persons filed suit in Delaware to enforce their right under the Issuer's partnership agreement to have the Issuer set the time, date and place of the upcoming special meeting of unitholders.  The Reporting Persons want to ensure the Issuer runs a fair meeting process that gives unitholders adequate time to consider and vote on the Reporting Persons' proposed amendments.  A copy of the 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:

99.3 -- Verified Complaint in Q Funding III, L.P. and Q4 Funding, L.P. vs. Cedar Fair Management, Inc. and Cedar Fair, L.P., filed December 8, 2010.



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: December 8, 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



GEOFFREY RAYNOR

 By: /s/ Brandon Teague
       Brandon Teague, as Attorney-in-Fact
       for Geoffrey Raynor

 

 

 EX-99.3 2 exhibit993.htm

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

 

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

Plaintiffs,                                                          Civil Action No.________

v.

CEDAR FAIR MANAGEMENT,
INC., CEDAR FAIR, L.P., a Delaware
limited partnership,

Defendants.

 

VERIFIED COMPLAINT

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 their Verified Complaint for declaratory and injunctive relief against defendants Cedar Fair, L.P., ("Cedar Fair" or the "Partnership") and Cedar Fair Management, Inc. ("CFMI" or the "General Partner") allege as follows:

Introduction

    1. In relevant part, the Partnership Agreement (defined below) confers upon limited partners or unitholders of at least a 10% interest in Cedar Fair the right to call a special meeting of limited partners and to require the General Partner to issue notice of such special meeting. Plaintiffs, two significant unitholders of Cedar Fair, have called a meeting and requested that the defendant General Partner schedule a meeting for purposes of considering proposed amendments to the limited partnership agreement and issue notice of such meeting. Although the General Partner has: (a) acknowledged the request for a special meeting and notice of proposed amendments to the Cedar Fair limited partnership agreement; (b) filed initial and revised versions of its own proxy materials soliciting shareholders to vote against plaintiffs' proposed amendments to the partnership agreement; and (c) set a record date for the special meeting, the General Partner has breached the Partnership Agreement, t he implied covenant of good faith and fair dealing, and its fiduciary duties by failing to set a date for the special meeting. Plaintiffs believe that the General Partner is inequitably manipulating partnership machinery and frustrating the unitholder franchise by refusing to set the date of the special meeting, in an effort to wrongfully truncate plaintiffs' ability to finalize their own proxy materials and solicit unitholder votes in favor of their proposed amendments to the Cedar Fair limited partnership agreement.

      2. The Parties

    2. Plaintiffs Q Funding III, L.P. and Q4 Funding, L.P. are commonly-controlled Texas limited partnerships. Plaintiffs' principal place of business is located at 301 Commerce Street, Suite 3200, Fort Worth, Texas 76102. Plaintiffs are limited partners of Cedar Fair, and collectively beneficially own 5,687,276 Cedar Fair units, representing approximately 10.28% of the total number of outstanding units.

    3. 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.

    4. Defendant CFMI, an Ohio Corporation, is Cedar Fair's sole general partner with principal offices located at One Cedar Point Drive, Sandusky, Ohio 44870.

      5.  

      Substantive Allegations

    5. The Fifth Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P. (the "Partnership Agreement") establishes that any limited partner owning at least 10% of the aggregate units of the Partnership may call a meeting by delivering notice to the General Partner of its intent to do so and stating the general or specific purposes for which the meeting is to be called. Ex. A (Partnership Agreement), at Section 15.4.

    6. The Partnership Agreement further provides that "[w]ithin ten (10) days after receipt of such a call from Limited Partners or within such greater time as may be reasonably necessary for the Partnership to comply with any statutes, rules, regulations, or similar requirements governing the holding of a meeting or the solicitation of proxies for use at such meeting, the General Partner shall send a notice of the meeting to the Limited Partners." Ex. A, at Section 15.4.

    7. On November 9, 2010, Plaintiffs submitted notice of two proposed amendments (the "Proposed Amendments") to the Partnership Agreement to the Partnership and the General Partner and called a special meeting pursuant to Section 15.4 of the Partnership Agreement to consider the Proposed Amendments (the "Meeting Request"). Ex. B. The Proposed Amendments would require: (1) that the chairman of the board of directors of the General Partner be an independent director who is not simultaneously serving as an officer of the General Partner or any of its affiliates; and (2) that the Partnership return unitholder distributions to historical levels based on earnings. Ex. C.

    8. On November 18, 2010, in response to plaintiffs' Meeting Request, the General Partner caused the Partnership to file with the Securities and Exchange Commission a preliminary proxy statement (the "Initial Proxy"). In the Initial Proxy, the General Partner stated its opposition to the Proposed Amendments and recommended that the unitholders vote against them.

    9. On November 19, 2010, counsel for the General Partner acknowledged receipt of the Meeting Request and stated that it intended to comply with the provisions set forth in Section 15.4 of the Partnership Agreement. Ex. D.

    10. The Initial Proxy was subsequently revised on December 2, 2010, presumably to reflect comments received from the SEC (as so revised, the "Revised Proxy").

    11. On December 2, 2010, without setting a date, time or location for the Special Meeting, the General Partner set a record date of December 9, 2010 (the "Record Date") for the Special Meeting. Under Section 15.6 of the Partnership Agreement, the Record Date of a meeting of the unitholders "shall not be less than ten (10) days nor more than sixty (60) days before the date of the meeting. . ." The setting of the Record Date by the General Partner indicates that it anticipates holding the Special Meeting within the time period of 10 to 60 days from December 9. Thus, the General Partner should be able to notify unitholders of the date, time and location of the Special Meeting.

    12. As it demonstrated by setting the record date, the General Partner has taken at least such time as was "reasonably necessary" and is sufficiently confident about obtaining SEC clearance that there is no reason it cannot now set the meeting date, yet it has failed to do so.

    13. Nearly one month has passed since plaintiffs submitted the Meeting Request and Proposed Amendments. Section 15.4 does not allow more than 10 days for the General Partner to provide notice of the Special Meeting except for such time as is "reasonably necessary" for the Partnership "to comply with any statutes, rules, regulations and similar requirements."

    14. Upon information and belief, the General Partner has not yet issued notice of the Special Meeting because it seeks to foreshorten the time in which plaintiffs may wage a proxy contest in support of the Proposed Amendments and to provide as little notice in advance of the meeting as possible to deprive plaintiffs and other unitholders of a fair opportunity for an informed vote on the Proposed Amendments. Alternatively, plaintiffs are concerned that the General Partner has delayed issuing notice of the special meeting so that it can be scheduled during the last weeks of December or the first week of January, knowing that scheduling a meeting at that time would make it difficult or impossible for plaintiffs to effectively solicit proxies in support of their Proposed Amendments.

    15. By this action, plaintiffs seek declarative and injunctive relief to require the Partnership to issue immediate notice of the date, time and location of a Special Meeting to take place no earlier than the second week of January 2011.

      16. COUNT I

      (Breach of Contract against General Partner)

    16. Plaintiffs incorporate each and every allegation set forth above as if fully set forth herein.

    17. Section 15.4 of the Partnership Agreement requires the General Partner to send notice of a special meeting to the limited partners "within ten (10) days after receipt of such a call from Limited Partners or within such greater time as may be reasonably necessary for the Partnership to comply with any statutes, rules, regulations, or similar requirements governing the holding of a meeting or the solicitation of proxies for use at such meeting." Ex. A.

    18. Although Plaintiffs submitted notice to the General Partner of their request for a special meeting on November 9, 2010, the General Partner has not yet issued notice of the date, time and location of the Special Meeting. The General Partner has, however, noticed a Record Date of December 9, 2010.

    19. By reason of the General Partner's failure to schedule the Special Meeting and its apparent intent to schedule the Special Meeting at a time that interferes with plaintiffs' ability to effectively solicit proxies in support of their Proposed Amendments, plaintiffs are suffering harm in that they cannot wage a proxy solicitation prior to the Special Meeting.

    20. Plaintiffs and other unitholders will suffer irreparable injury unless the Court grants declaratory and injunctive relief directing the Partnership to issue notice of the date, time and location of the Special Meeting immediately, and to set a date and time for the Special Meeting no earlier than the second week of January 2011. Any meeting scheduled before the second week of January is inequitably designed to interfere with and obstruct the free exercise of the unitholder franchise.

      21. COUNT II

      (Breach of the Implied Covenant of Good Faith and Fair Dealing against General Partner)

    21. Plaintiffs incorporate each and every allegation set forth above as if fully set forth herein.

    22. The Partnership Agreement requires the General Partner to send notice of a special meeting to the limited partners "within ten (10) days after receipt of such a call from Limited Partners or within such greater time as may be reasonably necessary for the Partnership to comply with any statutes, rules, regulations, or similar requirements governing the holding of a meeting or the solicitation of proxies for use at such meeting." Ex. A, Section 15.4.

    23. The General Partner has failed to notice a Special Meeting, in violation of the contractual provisions of the Partnership Agreement as well as in violation of its implied covenant of good faith and fair dealing.

    24. Plaintiffs will suffer irreparable injury from the General Partner's breaches of these covenants unless the Court grants declaratory and injunctive relief directing the Partnership to issue notice of the date, time and location of the Special Meeting immediately, and to set a date and time for the Special Meeting no earlier than the second week of January 2011.

      25. COUNT III

      (Breach of Fiduciary Duty against General Partner)

    25. Plaintiffs incorporate each and every allegation above as if fully set forth herein.

    26. As a General Partner of a Delaware limited partnership, CFMI owes fiduciary duties to unitholders which prohibit it from inequitably interfering with or obstructing the unitholders' free and informed exercise of voting rights.

    27. The General Partner has breached its fiduciary duties by interfering with and obstructing plaintiffs' ability to effectively solicit proxies for the inequitable purposes of disenfranchising unitholders and defeating the Proposed Amendments.

    28. The General Partner's failure to issue notice of the date, time and location of the Special Meeting is inconsistent with both the Partnership Agreement and the General Partner's fiduciary duties.

    29. Plaintiffs will suffer irreparable injury unless the Court grants declaratory and injunctive relief directing the General Partner to issue notice of the date, time and location of the Special Meeting immediately, and to set a date and time for the Special Meeting no earlier than the second week of January 2011.

    30. Plaintiffs have no adequate remedy at law.

WHEREFORE, plaintiffs request judgment as follows:

    1. Injunctive relief directing the General Partner to issue notice of the date, time and location of the Special Meeting immediately, and to set a date and time for the Special Meeting no earlier than the second week of January 2011;

    2. Awarding plaintiffs their fees and costs incurred in bringing and prosecuting this action, including attorneys' and expert witness fees; and

    3. Awarding such other and further relief as may be just and equitable under the circumstances.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dated: December 8, 2010

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 Plaintiff Q Funding III, L.P. and Q4 Funding, L.P.

 

 

 

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