-----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, GG7wOXianwQABwYZQMr715wazgLgjiI1D9C93ArrNQ0QlNyERpoGlWU13/YW4Mey N87mKpMdg2n8nDeSIsL28A== 0001193125-04-042257.txt : 20040315 0001193125-04-042257.hdr.sgml : 20040315 20040315162335 ACCESSION NUMBER: 0001193125-04-042257 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040315 GROUP MEMBERS: 1995 GRANDCHILDREN'S TRUST F/B/O CYNTHIA VON HOFFMAN GROUP MEMBERS: 1995 GRANDCHILDREN'S TRUST F/B/O DANIEL SHERIDAN GROUP MEMBERS: 1995 GRANDCHILDREN'S TRUST F/B/O DAVID SHERIDAN GROUP MEMBERS: 1995 GRANDCHILDREN'S TRUST F/B/O JEFFREY SHERIDAN GROUP MEMBERS: 1995 GRANDCHILDREN'S TRUST F/B/O JOSEPH REAFSNYDER GROUP MEMBERS: 1995 GRANDCHILDREN'S TRUST F/B/O LUKE SHERIDAN GROUP MEMBERS: 1995 GRANDCHILDREN'S TRUST F/B/O MICHAEL K. REAFSNYDER GROUP MEMBERS: 1995 GRANDCHILDREN'S TRUST F/B/O MONICA FURMANSKI GROUP MEMBERS: 1995 GRANDCHILDREN'S TRUST F/B/O NICHOLAS SHERIDAN GROUP MEMBERS: D.W.O. ENTERPRISES, INC. GROUP MEMBERS: JANA O. HACKETT, INC. GROUP MEMBERS: KENNETH KNOTT, INC. GROUP MEMBERS: KNOTT MARITAL TRUST GROUP MEMBERS: KNOTT SURVIVOR'S TRUST GROUP MEMBERS: LAURA L. ANDERSON TRUST NO. 1 GROUP MEMBERS: M. KNOTT ENTERPRISES GROUP MEMBERS: STEPHEN KNOTT, INC. GROUP MEMBERS: THE M. KNOTT COMPANY GROUP MEMBERS: TRUST ESTABLISHED UNDER THE WILL OF CORDELIA KNOTT GROUP MEMBERS: VIRGINIA KNOTT BENDER TRUST GROUP MEMBERS: VMK ENTERPRISES, INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DARREL D ANDERSON & ASSOCIATES INC CENTRAL INDEX KEY: 0001282559 IRS NUMBER: 953221800 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 1 RUE ST. CLOUD CITY: NEWPORT BEACH STATE: CA ZIP: 92660 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-38510 FILM NUMBER: 04669830 BUSINESS ADDRESS: STREET 1: P O BOX 5006 CITY: SANDUSKY STATE: OH ZIP: 44871 BUSINESS PHONE: 4196260830 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(AMENDMENT NO.             )*

 

 

 

Cedar Fair, L.P.

(Name of Issuer)

 

Depositary Units Representing Limited Partner Interests

(Title of Class of Securities)

 

150185106

(CUSIP Number)

 

Gerard J. Kenny

Gibson, Dunn & Crutcher LLP

4 Park Plaza

Irvine, CA 92614

(949) 451-3800

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

 

March 8, 2004

(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); 13d-1(f) or 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, should be filed with the Commission. See Rule 13d-7 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 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.)

 

(Page 1 of 49 Pages)

CUSIP No. 150185106   13D    Page 2 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

Darrel D. Anderson & Associates, Inc.

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       318,912

  9    Sole Dispositive Power

 

       318,912

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

318,912

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.6% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

CO

    

 

CUSIP No. 150185106   13D    Page 3 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

VMK Enterprises, Inc.

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       1,275,646

  9    Sole Dispositive Power

 

       1,275,646

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

1,275,646

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 2.5% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

CO

    

 

CUSIP No. 150185106   13D    Page 4 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

The M. Knott Company

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       217,195

  9    Sole Dispositive Power

 

       217,195

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

217,195

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.4% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

CO

    

 

CUSIP No. 150185106   13D    Page 5 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

M. Knott Enterprises

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       586,420

  9    Sole Dispositive Power

 

       586,420

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

586,420

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 1.2% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

CO

    

 

CUSIP No. 150185106   13D    Page 6 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

D.W.O. Enterprises, Inc.

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       473,367

  9    Sole Dispositive Power

 

       473,367

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

473,367

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.9% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

CO

    

 

CUSIP No. 150185106   13D    Page 7 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

Jana O. Hackett, Inc.

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       474,752

  9    Sole Dispositive Power

 

       474,752

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

474,752

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.9% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

CO

    

 

CUSIP No. 150185106   13D    Page 8 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

Kenneth Knott, Inc.

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       440,367

  9    Sole Dispositive Power

 

       440,367

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

440,367

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.9% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

CO

    

 

CUSIP No. 150185106   13D    Page 9 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

Stephen Knott, Inc.

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       478,367

  9    Sole Dispositive Power

 

       478,367

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

478,367

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.9% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

CO

    

 

CUSIP No. 150185106   13D    Page 10 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

Trust established under the Will of Cordelia Knott f/b/o Marion Knott

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       24,172

  9    Sole Dispositive Power

 

       24,172

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

24,172

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.1% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

OO

    

 

CUSIP No. 150185106   13D    Page 11 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

Knott Survivor’s Trust

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       318,912

  9    Sole Dispositive Power

 

       318,912

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

318,912

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.6% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

OO

    

 

CUSIP No. 150185106   13D    Page 12 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

Knott Marital Trust

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       318,911

  9    Sole Dispositive Power

 

       318,911

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

318,911

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.6% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

OO

    

 

CUSIP No. 150185106   13D    Page 13 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

Laura L. Anderson Trust No. 1

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       158,636

  9    Sole Dispositive Power

 

       158,636

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

158,636

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.3% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

OO

    

 

CUSIP No. 150185106   13D    Page 14 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

Virginia Knott Bender Trust

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       2,200

  9    Sole Dispositive Power

 

       2,200

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,200

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.0% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

OO

    

 

CUSIP No. 150185106   13D    Page 15 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

1995 Grandchildren’s Trust f/b/o Cynthia von Hoffman

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       8,314

  9    Sole Dispositive Power

 

       8,314

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

8,314

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.0% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

OO

    

 

CUSIP No. 150185106   13D    Page 16 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

1995 Grandchildren’s Trust f/b/o Michael K. Reafsnyder

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       16,630

  9    Sole Dispositive Power

 

       16,630

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

16,630

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.0% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

OO

    

 

CUSIP No. 150185106   13D    Page 17 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

1995 Grandchildren’s Trust f/b/o Monica Furmanski

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       16,631

  9    Sole Dispositive Power

 

       16,631

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

16,631

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.0% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

OO

    

 

CUSIP No. 150185106   13D    Page 18 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

1995 Grandchildren’s Trust f/b/o Joseph Reafsnyder

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       17,717

  9    Sole Dispositive Power

 

       17,717

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

17,717

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.0% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

OO

    

 

CUSIP No. 150185106   13D    Page 19 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

1995 Grandchildren’s Trust f/b/o Nicholas Sheridan

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       17,717

  9    Sole Dispositive Power

 

       17,717

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

17,717

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.0% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

OO

    

 

CUSIP No. 150185106   13D    Page 20 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

1995 Grandchildren’s Trust f/b/o Daniel Sheridan

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       17,717

  9    Sole Dispositive Power

 

       17,717

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

17,717

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.0% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

OO

    

 

CUSIP No. 150185106   13D    Page 21 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

1995 Grandchildren’s Trust f/b/o Jeffrey Sheridan

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       17,717

  9    Sole Dispositive Power

 

       17,717

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

17,717

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.0% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

OO

    

 

CUSIP No. 150185106   13D    Page 22 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

1995 Grandchildren’s Trust f/b/o David Sheridan

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       17,718

  9    Sole Dispositive Power

 

       17,718

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

17,718

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.0% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

OO

    

 

CUSIP No. 150185106   13D    Page 23 of 49 Pages

 

  1  

Name of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

 

1995 Grandchildren’s Trust f/b/o Luke Sheridan

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3  

SEC Use Only:

 

    
  4  

Source of Funds (See Instructions):

 

OO

    
  5  

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

 

   ¨
  6  

Citizenship or Place of Organization:

 

California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    Sole Voting Power

 

       0

  8    Shared Voting Power

 

       17,718

  9    Sole Dispositive Power

 

       17,718

10    Shared Dispositive Power

 

       0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

17,718

    
12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

The number reported in Row (11), above, excludes all Units beneficially owned by the other Reporting Persons included in this Schedule 13D. Each Reporting Person disclaims beneficial ownership of Units held by the other Reporting Persons.

  

x

 

13  

Percent of Class Represented by Amount in Row (11):

 

Approximately 0.0% as of the date of this filing (based on 50,673,444 Units outstanding as of January 12, 2004).

    
14  

Type of Reporting Person (See Instructions):

 

OO

    

 

CUSIP No. 150185106   13D    Page 24 of 49 Pages

 

Item 1. Security and Issuer.

 

This Statement on Schedule 13D (“Schedule 13D”) relates to Depositary Units Representing Limited Partner Interests (the “Units”) of Cedar Fair, L.P., a Delaware limited partnership (the “Issuer”).

 

The address of the Issuer’s principal executive offices is One Cedar Point Drive, Sandusky, Ohio 44870-5259.

 

Item 2. Identity and Background.

 

This Schedule 13D is being filed by each of the persons or entities listed in Annex A, attached to this Schedule 13D and incorporated herein by reference, (individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons”) pursuant to their agreement to the joint filing of this Schedule 13D (the “Joint Filing Agreement,” attached hereto as Exhibit 1).

 

Annex A, attached to this Schedule 13D and incorporated herein by reference, also contains the following information concerning each Reporting Person: (a) name of the Reporting Person; (b) the state or other place of its organization; (c) its principal business; and (d) the address of its principal business. Annex B, attached to this Schedule 13D and incorporated herein by reference, contains the information required by Instruction C to this Schedule 13D with respect to each of the Reporting Persons. Each of the natural persons named on Annex B is a United States citizen.

 

During the last five years, none of the Reporting Persons listed on Annex A or the persons listed on Annex B has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Except as disclosed in this Item 3, each of the Reporting Persons received Units of the Issuer in exchange for partnership units of Knott’s Berry Farm, a privately held partnership, pursuant to the Contribution Agreement by and among Cedar Fair, L.P., Knott’s Berry Farm and the partners of Knott’s Berry Farm, dated December 27, 1997.

 

The Virginia Knott Bender Trust acquired an aggregate of 2,200 Units on the open market using funds from the Virginia Knott Bender Trust.

 

Item 4. Purpose of Transaction.

 

Each of the Reporting Persons acquired the Units for investment purposes. Pursuant to the Letter Agreement (as defined in Item 6, below), the Reporting Persons have the right to participate in the management of the Issuer through their ability to collectively nominate one

 

CUSIP No. 150185106   13D    Page 25 of 49 Pages

 

nominee to the Board of Directors of the Issuer’s general partner. The general partner of the Issuer has agreed to use its reasonable best efforts to cause the Reporting Persons’ nominee to be included in the slate of directors proposed for election. For further information, see Item 6 herein.

 

Except as disclosed in this Item 4, none of the Reporting Persons listed on Annex A or the persons listed on Annex B has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. However, each of the Reporting Persons will take such actions with respect to such Reporting Persons’ investments in the Issuer as deemed appropriate in light of existing circumstances from time to time and therefore reserve the right to acquire or dispose of securities of the Issuer, or to formulate other purposes, plans or proposals in the future depending on market conditions and/or other factors.

 

Item 5. Interest in Securities of the Issuer.

 

  (a) The Reporting Persons beneficially own an aggregate of 5,235,736 Units of the Issuer as of the date of this filing. Rows (11) and (13) of each of the cover pages to this Schedule 13D are hereby incorporated by reference. The Reporting Persons expressly disclaim “group” status under Section 13(d) of the Exchange Act of 1934, as amended (the “Act”), and the rules promulgated thereunder. Each Reporting Person hereby disclaims beneficial ownership of any Units held by any other Reporting Person. The filing of this Schedule 13D by the Reporting Persons should not be considered an admission that such Reporting Persons, for purposes of Section 13(d) of the Act are the beneficial owners of any Units of the Issuer in which such Reporting Persons do not have any ownership and economic interest.

 

  (b) Rows (7) through (10) of each of the cover pages to this Schedule 13D are hereby incorporated by reference. Rows (7) through (10) set forth the number of Units for which each of the Reporting Persons has shared power to vote or direct the vote or to dispose or direct the disposition; and the number of Units for which each of the Reporting Persons has sole power to vote or direct the vote or to dispose or direct the disposition.

 

  (c) Other than as reported in this Schedule 13D, none of the Reporting Persons has effected any transactions involving the Units in the 60 days prior to filing this Schedule 13D.

 

  (d) Not applicable.

 

  (e) Not applicable.

 

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

 

On March 8, 2004, each of the Reporting Persons entered into the Cedar Fair/Knott Family Letter Agreement with the Issuer (the “Letter Agreement”). The Letter Agreement is filed as Exhibit 2 to this Schedule 13D and the following summary of the terms of the Letter

 

CUSIP No. 150185106   13D    Page 26 of 49 Pages

 

Agreement is qualified in its entirety by reference thereto, the full terms of which are incorporated herein by reference.

 

Pursuant to the Letter Agreement, the Reporting Persons have the right to collectively nominate one nominee to the Board of Directors of the Issuer’s general partner. The Letter Agreement provides that the general partner of the Issuer shall use reasonable best efforts to ensure that the nominee of the Reporting Persons will be included in the slate of directors proposed for election by the unitholders of the Issuer. The Reporting Persons have identified Darrel Anderson as its initial nominee pursuant to this right. In addition, the Letter Agreement provides that the Reporting Persons each will vote all of the Units beneficially owned by such Reporting Person in accordance with the recommendations of the Board of Directors of the Issuer’s general partner with respect to the nominees for the Board of Directors of the Issuer’s general partner and any other issues presented to the unitholders of the Issuer.

 

Other than the matters disclosed above in response to Items 4 and 5 and this Item 6, none of the Reporting Persons is party to any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7. Material To Be Filed As Exhibits.

 

Exhibit No.
   

Description

Exhibit 1    Joint Filing Agreement, dated March 8, 2004.
Exhibit 2    Cedar Fair/Knott Family Letter Agreement, effective as of March 8, 2004.

 

CUSIP No. 150185106   13D    Page 27 of 49 Pages

 

SIGNATURE

 

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

 

Dated: March 15, 2004

 

Darrel D. Anderson & Associates, Inc.

By:

  

/s/ DARREL D. ANDERSON

   

Name:

  

Darrel D. Anderson

Title:

  

President

 

CUSIP No. 150185106   13D    Page 28 of 49 Pages

 

SIGNATURE

 

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

 

Dated: March 15, 2004

 

VMK Enterprises, Inc.

By:

  

/s/ MICHAEL REAFSNYDER

   

Name:

  

Michael Reafsnyder

Title:

  

Vice President

 

CUSIP No. 150185106   13D    Page 29 of 49 Pages

 

SIGNATURE

 

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

 

Dated: March 15, 2004

 

M. Knott Enterprises

By:

  

/s/ MARION KNOTT

   

Name:

  

Marion Knott

Title:

  

President

 

The M. Knott Company

By:

  

/s/ MARION KNOTT

   

Name:

  

Marion Knott

Title:

  

President

 

Trust established under the Will of Cordelia Knott for the benefit of Marion Knott

By:

  

/s/ MARION KNOTT

   

Name:

  

Marion Knott

Title:

  

Trustee

 

CUSIP No. 150185106   13D    Page 30 of 49 Pages

 

SIGNATURE

 

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

 

Dated: March 15, 2004

 

D.W.O. Enterprises, Inc.

By:

  

/s/ DON W. OLIPHANT

   

Name:

  

Don W. Oliphant

Title:

  

President

 

CUSIP No. 150185106   13D    Page 31 of 49 Pages

 

SIGNATURE

 

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

 

Dated: March 15, 2004

 

Jana O. Hackett, Inc.

By:

  

/s/ JANA HACKETT

   

Name:

  

Jana Hackett

Title:

  

President

 

CUSIP No. 150185106   13D    Page 32 of 49 Pages

 

SIGNATURE

 

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

 

Dated: March 15, 2004

 

Kenneth Knott, Inc.

By:

  

/s/ KENNETH KNOTT

   

Name:

  

Kenneth Knott

Title:

  

President

 

CUSIP No. 150185106   13D    Page 33 of 49 Pages

 

SIGNATURE

 

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

 

Dated: March 15, 2004

 

Stephen Knott, Inc.

By:

  

/s/ STEPHEN KNOTT

   

Name:

  

Stephen Knott

Title:

  

President

 

CUSIP No. 150185106   13D    Page 34 of 49 Pages

 

SIGNATURE

 

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

 

Dated: March 15, 2004

 

Knott Survivor’s Trust

By:

  

/s/ MILDRED N. KNOTT

   

Name:

  

Mildred N. Knott

Title:

  

Trustee

 

Knott Marital Trust

By:

  

/s/ MILDRED N. KNOTT

   

Name:

  

Mildred N. Knott

Title:

  

Trustee

 

CUSIP No. 150185106   13D    Page 35 of 49 Pages

 

SIGNATURE

 

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

 

Dated: March 15, 2004

 

Laura Anderson Trust No. 1

By:

  

/s/ LAURA L. ANDERSON OTTO

   

Name:

  

Laura L. Anderson Otto

Title:

  

Trustee

 

CUSIP No. 150185106   13D    Page 36 of 49 Pages

 

SIGNATURE

 

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

 

Dated: March 15, 2004

 

Virginia Knott Bender Trust

By:

  

/s/ JOHN C. FOSSUM

   

Name:

  

John C. Fossum

Title:

  

Trustee

 

By:

  

/s/ TERRY HACKETT

   

Name:

  

Terry Hackett

Title:

  

Trustee

 

CUSIP No. 150185106   13D    Page 37 of 49 Pages

 

SIGNATURE

 

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

 

Dated: March 15, 2004

 

1995 Grandchildren’s Trust

fbo Cynthia von Hoffman

By:

  

/s/ JOHN C. FOSSUM

   

Name:

  

John C. Fossum

Title:

  

Trustee

 

By:

  

/s/ MAUREEN SLOAN, TRUSTEE

   

Name:

  

Maureen Sloan

Title:

  

Trustee

 

CUSIP No. 150185106   13D    Page 38 of 49 Pages

 

SIGNATURE

 

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

 

Dated: March 15, 2004

 

1995 Grandchildren’s Trust

fbo Michael K. Reafsnyder

1995 Grandchildren’s Trust

fbo Monica Furmanski

1995 Grandchildren’s Trust

fbo Joseph Reafsnyder

By:

  

/s/ JOHN C. FOSSUM

   

Name:

  

John C. Fossum

Title:

  

Trustee

 

By:

  

/s/ MICHAEL REAFSNYDER

   

Name:

  

Michael Reafsnyder

Title:

  

Trustee

 

CUSIP No. 150185106   13D    Page 39 of 49 Pages

 

SIGNATURE

 

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

 

Dated: March 15, 2004

 

1995 Grandchildren’s Trust

fbo Nicholas Sheridan

1995 Grandchildren’s Trust

fbo Daniel Sheridan

1995 Grandchildren’s Trust

fbo Jeffrey Sheridan

1995 Grandchildren’s Trust

fbo David Sheridan

1995 Grandchildren’s Trust

fbo Luke Sheridan

By:

  

/s/ JOHN C. FOSSUM

   

Name:

  

John C. Fossum

Title:

  

Trustee

 

By:

  

/s/ SHARON SHERIDAN

   

Name:

  

Sharon Sheridan

Title:

  

Trustee

 

CUSIP No. 150185106   13D    Page 40 of 49 Pages

 

ANNEX A TO SCHEDULE 13D

 

NAME AND BUSINESS

ADDRESS OF ORGANIZATION

   

STATE OR
OTHER PLACE
OF
ORGANIZATION

   

PRINCIPAL
BUSINESS

   

ADDRESS OF PRINCIPAL BUSINESS

VMK Enterprises, Inc.

1542 Loma Verde Lane

Santa Ana, CA 92705

    California    Investment   

1542 Loma Verde Lane

Santa Ana, CA 92705

The M. Knott Company

41 Royal St. George

Newport Beach, CA 92660

    California    Investment   

41 Royal St. George

Newport Beach, CA 92660

M. Knott Enterprises

41 Royal St. George

Newport Beach, CA 92660

    California    Investment   

41 Royal St. George

Newport Beach, CA 92660

Darrel D. Anderson & Associates, Inc.

1 Rue St. Cloud

Newport Beach, CA 92660

    California    Investment   

1 Rue St. Cloud

Newport Beach, CA 92660

D.W.O. Enterprises, Inc.

P.O. Box 446

Rancho Santa Fe, CA 92067

    California   

Investment &

Real Estate Development

   

P.O. Box 446

Rancho Santa Fe, CA 92067

Jana O. Hackett, Inc.

3 Royal St. George

Newport Beach, CA 92660

    California    Investment   

3 Royal St. George

Newport Beach, CA 92660

Kenneth Knott, Inc.

59926 Comstock Road

Cove, OR 97824

    California    Investment   

59926 Comstock Road

Cove, OR 97824

Stephen Knott, Inc.

1184 Innisfree Court

Fullerton, CA 92831

    California    Investment   

1184 Innisfree Court

Fullerton, CA 92831

Trust established under the

Will of Cordelia Knott f/b/o

Marion Knott

41 Royal St. George

Newport Beach, CA 92660

    California    Investment   

41 Royal St. George

Newport Beach, CA 92660

Knott Survivor’s Trust

823 Morningside Dr.

Fullerton, CA 92835

    California    Investment   

823 Morningside Dr.

Fullerton, CA 92835

 

CUSIP No. 150185106   13D    Page 41 of 49 Pages

 

NAME AND BUSINESS

ADDRESS OF ORGANIZATION

   

STATE OR
OTHER PLACE
OF
ORGANIZATION

   

PRINCIPAL
BUSINESS

   

ADDRESS OF PRINCIPAL BUSINESS

Knott Marital Trust

823 Morningside Dr.

Fullerton, CA 92835

    California    Investment   

823 Morningside Dr.

Fullerton, CA 92835

Laura L. Anderson Trust No. 1

74-637 Palo Verde Drive

Indian Wells, CA 92210

    California    Investment   

74-637 Palo Verde Drive

Indian Wells, CA 92210

Virginia Knott Bender Trust

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    California    Investment   

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

1995 Grandchildren’s Trust

fbo Cynthia von Hoffman

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    California    Investment   

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

1995 Grandchildren’s Trust

fbo Michael K. Reafsnyder

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    California    Investment   

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

1995 Grandchildren’s Trust

fbo Monica Furmanski

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    California    Investment   

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

 

CUSIP No. 150185106   13D    Page 42 of 49 Pages

 

NAME AND BUSINESS

ADDRESS OF ORGANIZATION

   

STATE OR
OTHER PLACE
OF
ORGANIZATION

   

PRINCIPAL
BUSINESS

   

ADDRESS OF PRINCIPAL BUSINESS

1995 Grandchildren’s Trust

fbo Joseph Reafsnyder

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    California    Investment   

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

1995 Grandchildren’s Trust

fbo Nicholas Sheridan c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    California    Investment   

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

1995 Grandchildren’s Trust

fbo Daniel Sheridan

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    California    Investment   

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

1995 Grandchildren’s Trust

fbo Jeffrey Sheridan

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    California    Investment   

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

 

CUSIP No. 150185106   13D    Page 43 of 49 Pages

 

NAME AND BUSINESS

ADDRESS OF ORGANIZATION

   

STATE OR
OTHER PLACE
OF
ORGANIZATION

   

PRINCIPAL
BUSINESS

   

ADDRESS OF PRINCIPAL BUSINESS

1995 Grandchildren’s Trust

fbo David Sheridan c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    California    Investment   

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

1995 Grandchildren’s Trust

fbo Luke Sheridan

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    California    Investment   

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

 

CUSIP No. 150185106   13D    Page 44 of 49 Pages

 

ANNEX B TO SCHEDULE 13D

 

NAME AND BUSINESS

ADDRESS OF PERSON

   

PRINCIPAL OCCUPATION

OR EMPLOYMENT

   

PRINCIPAL BUSINESS ADDRESS IN

WHICH SUCH EMPLOYMENT IS

CONDUCTED

Sharon Sheridan

VMK Enterprises, Inc.

1542 Loma Verde Lane

Santa Ana, CA 92705

    President   

VMK Enterprises, Inc.

1542 Loma Verde Lane

Santa Ana, CA 92705

Michael Reafsnyder

VMK Enterprises, Inc.

1542 Loma Verde Lane

Santa Ana, CA 92705

    Vice President   

VMK Enterprises, Inc.

1542 Loma Verde Lane

Santa Ana, CA 92705

Maureen Sloan

VMK Enterprises, Inc.

1542 Loma Verde Lane

Santa Ana, CA 92705

    Investment   

VMK Enterprises, Inc.

1542 Loma Verde Lane

Santa Ana, CA 92705

Marion Knott

The M. Knott Company

41 Royal St. George

Newport Beach, CA 92660

    President   

The M. Knott Company

41 Royal St. George

Newport Beach, CA 92660

Marion Knott

M. Knott Enterprises

41 Royal St. George

Newport Beach, CA 92660

    President   

M. Knott Enterprises

41 Royal St. George

Newport Beach, CA 92660

Darrel D. Anderson

Darrel D. Anderson & Associates, Inc.

1 Rue St. Cloud

Newport Beach, CA 92660

    President   

Darrel D. Anderson & Associates, Inc.

1 Rue St. Cloud

Newport Beach, CA 92660

Don W. Oliphant

D.W.O. Enterprises, Inc.

P.O. Box 446

Rancho Santa Fe, CA 92067

    President   

D.W.O. Enterprises, Inc.

P.O. Box 446

Rancho Santa Fe, CA 92067

Jana Hackett

Jana O. Hackett, Inc.

3 Royal St. George

Newport Beach, CA 92660

    President   

Jana O. Hackett, Inc.

3 Royal St. George

Newport Beach, CA 92660

 

CUSIP No. 150185106   13D    Page 45 of 49 Pages

 

NAME AND BUSINESS

ADDRESS OF PERSON

   

PRINCIPAL OCCUPATION

OR EMPLOYMENT

   

PRINCIPAL BUSINESS ADDRESS IN

WHICH SUCH EMPLOYMENT IS

CONDUCTED

Kenneth Knott

Kenneth Knott, Inc.

59926 Comstock Road

Cove, OR 97824

    President   

Kenneth Knott, Inc.

59926 Comstock Road

Cove, OR 97824

Stephen Knott

Stephen Knott, Inc.

1184 Innisfree Court

Fullerton, CA 92831

    President   

Stephen Knott, Inc.

1184 Innisfree Court

Fullerton, CA 92831

Marion Knott, as Trustee of the Trust established under the Will of Cordelia

Knott f/b/o Marion Knott

41 Royal St. George

Newport Beach, CA 92660

    Trustee   

Trust established under

the Will of Cordelia Knott f/b/o

Marion Knott

41 Royal St. George

Newport Beach, CA 92660

Mildred Knott, as Trustee of the Knott Survivor’s Trust

823 Morningside Dr.

Fullerton, CA 92835

    Trustee   

Knott Survivor’s Trust

823 Morningside Dr.

Fullerton, CA 92835

Mildred Knott, as Trustee of the Knott Marital Trust

823 Morningside Dr.

Fullerton, CA 92835

    Trustee   

Knott Marital Trust

823 Morningside Dr.

Fullerton, CA 92835

Laura Otto, as Trustee of the Laura L. Anderson Trust No. 1

74-637 Palo Verde Drive

Indian Wells, CA 92210

    Trustee   

Laura L. Anderson Trust No. 1

74-637 Palo Verde Drive

Indian Wells, CA 92210

Terry Hackett and John Fossum, as

Trustees of the Virginia Knott Bender

Trust

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    Trustee   

Virginia Knott Bender Trust

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

 

CUSIP No. 150185106   13D    Page 46 of 49 Pages

 

NAME AND BUSINESS

ADDRESS OF PERSON

   

PRINCIPAL OCCUPATION

OR EMPLOYMENT

   

PRINCIPAL BUSINESS ADDRESS IN

WHICH SUCH EMPLOYMENT IS

CONDUCTED

Maureen Sloan and John Fossum, as

Trustees of the 1995 Grandchildren’s

Trust fbo Cynthia von Hoffman

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    Trustee   

1995 Grandchildren’s Trust

fbo Cynthia von Hoffman

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

Michael Reafsnyder and John Fossum,

as Trustees of the 1995 Grandchildren’s

Trust fbo Michael K. Reafsnyder

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    Trustee   

1995 Grandchildren’s Trust

fbo Michael K. Reafsnyder

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

Michael Reafsnyder and John Fossum,

as Trustees of the 1995 Grandchildren’s

Trust fbo Monica Furmanski

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    Trustee   

1995 Grandchildren’s Trust

fbo Monica Furmanski

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

Michael Reafsnyder and John Fossum,

as Trustees of the 1995 Grandchildren’s

Trust fbo Joseph Reafsnyder

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    Trustee   

1995 Grandchildren’s Trust

fbo Joseph Reafsnyder

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

 

CUSIP No. 150185106   13D    Page 47 of 49 Pages

 

NAME AND BUSINESS

ADDRESS OF PERSON

   

PRINCIPAL OCCUPATION

OR EMPLOYMENT

   

PRINCIPAL BUSINESS ADDRESS IN

WHICH SUCH EMPLOYMENT IS

CONDUCTED

Sharon Sheridan and John Fossum, as

Trustees of the 1995 Grandchildren’s

Trust fbo Nicholas Sheridan

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    Trustee   

1995 Grandchildren’s Trust

fbo Nicholas Sheridan c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

Sharon Sheridan and John Fossum, as

Trustees of the 1995 Grandchildren’s

Trust fbo Daniel Sheridan

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    Trustee   

1995 Grandchildren’s Trust

fbo Daniel Sheridan

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

Sharon Sheridan and John Fossum, as

Trustees of the 1995 Grandchildren’s

Trust fbo Jeffrey Sheridan

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    Trustee   

1995 Grandchildren’s Trust

fbo Jeffrey Sheridan

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

 

CUSIP No. 150185106   13D    Page 48 of 49 Pages

 

NAME AND BUSINESS

ADDRESS OF PERSON

   

PRINCIPAL OCCUPATION

OR EMPLOYMENT

   

PRINCIPAL BUSINESS ADDRESS IN

WHICH SUCH EMPLOYMENT IS

CONDUCTED

Sharon Sheridan and John Fossum, as

Trustees of the 1995 Grandchildren’s

Trust fbo David Sheridan

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    Trustee   

1995 Grandchildren’s Trust

fbo David Sheridan c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

Sharon Sheridan and John Fossum, as

Trustees of the 1995 Grandchildren’s

Trust fbo Luke Sheridan

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

    Trustee   

1995 Grandchildren’s Trust

fbo Luke Sheridan

c/o John Fossum

Irell & Manella

840 Newport Center Drive

Suite 400

Newport Beach, CA 92660

 

 EX-1 3 dex1.htm JOINT FILING AGREEMENT, DATED MARCH 8, 2004 Joint Filing Agreement, dated March 8, 2004

EXHIBIT 1

 

Joint Filing Agreement

 

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the depositary units representing limited partner interests of Cedar Fair, L.P., a Delaware limited partnership, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

 

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing.

 

This Joint Filing Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

[Signature Page Follows]

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 8th day of March, 2004.

 

Darrel D. Anderson & Associates, Inc.
By:   /s/    DARREL D. ANDERSON        
   
Name:   Darrel D. Anderson
Title:   President

 

Signature Page to Joint Filing Agreement

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 27th day of February, 2004.

 

D.W.O. Enterprises, Inc.
By:   /s/    DON W. OLIPHANT        
   
Name:   Don W. Oliphant
Title:   President

 

Signature Page to Joint Filing Agreement

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 8th day of March, 2004.

 

1995 Grandchildren’s Trust

fbo Michael K. Reafsnyder

1995 Grandchildren’s Trust

fbo Monica Furmanski

1995 Grandchildren’s Trust

fbo Joseph Reafsnyder

By:   /s/    JOHN C. FOSSUM
   
Name:   John C. Fossum
Title:   Trustee
By:   /s/    MICHAEL REAFSNYDER        
   
Name:   Michael Reafsnyder
Title:   Trustee

 

Signature Page to Joint Filing Agreement

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 8th day of March, 2004.

 

VMK Enterprises, Inc.
By:   /s/    MICHAEL REAFSNYDER      
   
Name:   Michael Reafsnyder
Title:   Vice President

 

Signature Page to Joint Filing Agreement

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 8th day of March, 2004.

 

1995 Grandchildren’s Trust
fbo Nicholas Sheridan
1995 Grandchildren’s Trust
fbo Daniel Sheridan
1995 Grandchildren’s Trust
fbo Jeffrey Sheridan
1995 Grandchildren’s Trust
fbo David Sheridan
1995 Grandchildren’s Trust
fbo Luke Sheridan
By:   /s/    JOHN C. FOSSUM
   
Name:   John C. Fossum
Title:   Trustee
By:   /s/    SHARON SHERIDAN        
   
Name:   Sharon Sheridan
Title:   Trustee

 

Signature Page to Joint Filing Agreement

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 8th day of March, 2004.

 

Virginia Knott Bender Trust

By:   /s/    JOHN C. FOSSUM        
   
Name:   John C. Fossum
Title:   Trustee
By:   /s/    TERRY HACKETT
   
Name:   Terry Hackett
Title:   Trustee

 

Signature Page to Joint Filing Agreement

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 8th day of March, 2004.

 

1995 Grandchildren’s Trust

fbo Cynthia von Hoffman

By:   /s/    JOHN C. FOSSUM        
   
Name:   John C. Fossum
Title:   Trustee
By:   /s/    MAUREEN SLOAN
   
Name:   Maureen Sloan
Title:   Trustee

 

Signature Page to Joint Filing Agreement

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 8th day of March, 2004.

 

Stephen Knott, Inc.
By:  

/s/    STEPHEN KNOTT        

   

Name:

   Stephen Knott

Title:

   President

 

Signature Page to Joint Filing Agreement

 

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 8th day of March, 2004.

 

Knott Survivor’s Trust
By:  

/s/    MILDRED N. KNOTT        

   

Name:

   Mildred N. Knott

Title:

   Trustee

 

Knott Marital Trust
By:  

/s/    MILDRED N. KNOTT        

   

Name:

   Mildred N. Knott

Title:

   Trustee

 

Signature Page to Joint Filing Agreement

 

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 8th day of March, 2004.

 

Laura Anderson Trust No. 1
By:  

/s/    LAURA L. ANDERSON OTTO        

   

Name:

   Laura L. Anderson Otto

Title:

   Trustee

 

Signature Page to Joint Filing Agreement

 

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 8th day of March, 2004.

 

Kenneth Knott, Inc.
By:   /s/    KENNETH KNOTT      
   
Name:   Kenneth Knott
Title:   President

 

Signature Page to Joint Filing Agreement

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 8th day of March, 2004.

 

Jana O. Hackett, Inc.
By:   /s/    JANA HACKETT        
   
Name:   Jana Hackett
Title:   President

 

Signature Page to Joint Filing Agreement

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 8th day of March, 2004.

 

M. Knott Enterprises
By:   /s/    MARION KNOTT        
   
Name:   Marion Knott
Title:   President
The M. Knott Company
By:   /s/    MARION KNOTT        
   
Name:   Marion Knott
Title:   President
Trust established under the Will of Cordelia Knott for the benefit of Marion Knott
By:   /s/    MARION KNOTT        
   
Name:   Marion Knott
Title:   Trustee

 

Signature Page to Joint Filing Agreement

EX-2 4 dex2.htm CEDAR FAIR/KNOTT FAMILY LETTER AGREEMENT, EFFECTIVE AS OF MARCH 8, 2004 Cedar Fair/Knott Family Letter Agreement, effective as of March 8, 2004

EXHIBIT 2

 

Cedar Fair Management Company

One Cedar Point Drive

Sandusky, Ohio 44870-5259

 

February 27, 2004

 

Knott Family

c/o Darrel Anderson

1 Rue St. Cloud

Newport Beach, CA 92660

 

Re: Cedar Fair/Knott Family Letter Agreement

 

Dear Darrel:

 

The Board of Directors of Cedar Fair Management Company (“CFMC”) has been working to implement certain changes that will modify the governance structure of Cedar Fair, L.P. (“Cedar Fair”). Recently, the Board approved a plan by which the unitholders of Cedar Fair will elect the Board of CFMC. If this plan is approved by the unitholders, the first unitholder election of directors will be held during the first half of 2004 and then elections will be held annually thereafter.

 

In anticipation of these expected changes, we are writing to reflect certain agreements between Cedar Fair, CFMC and the Knott Family. For purposes of this agreement, the “Knott Family” shall mean all of the persons and entities, individually and in the aggregate, listed on Schedule A attached hereto as updated from time to time.

 

In consideration of the mutual promises contained herein, CFMC, Cedar Fair and the Knott Family agree as follows:

 

1. Until the occurrence of a Termination Event (as defined below), CFMC agrees to use reasonable best efforts to ensure that a designee of the Knott Family (the “Knott Family Designee”), identified by the Knott Family and reasonably acceptable to CFMC, shall be included in the slate of directors proposed for election by the unitholders from time to time by the nominating committee of CFMC; provided, that, (i) the Knott Family, in the aggregate, continues be the “Beneficial Owner” (as such term is defined by Rule 13d-3 of the Securities Exchange Act of 1934) of an amount (the “Ownership Threshold”) equal to the lesser of (x) eight percent (8%) of the issued and outstanding units of Cedar Fair or (y) four million fifty three thousand eight hundred seventy-six (4,053,876) units, and (ii) the Knott Family does not breach any other provision of this agreement.

 

2. Until the occurrence of a Termination Event (as defined below), the Knott Family agrees to vote all of the Cedar Fair units beneficially owned by the Knott Family from time to time (the “Knott Family Units”) in accordance with the recommendations of the CFMC Board,

with respect to nominees for the CFMC Board and any other issues presented to the Cedar Fair unitholders for approval.

 

3. Until the occurrence of a Termination Event (as defined below), the Knott Family agrees that, except as provided herein, it shall not:

 

a. make or in any way participate in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of Cedar Fair or any of its subsidiaries;

 

b. form, join, or in any way participate in a Group (as such term is used in Section 13(d)(3) of the U.S. Securities and Exchange Act of 1934);

 

c. seek or offer, alone or in concert with any person, to control or influence the management of CFMC or Cedar Fair, the Board of Directors of CFMC, or the policies of Cedar Fair or any of its subsidiaries except through the process for designating the Knott Family Designee to the CFMC Board as outlined in this Agreement or through service of the Knott Family Designee on the Board, if elected; or

 

d. request that any of the provisions of this Agreement be waived, amended or modified in any material respect.

 

4. The Knott Family agrees that, immediately prior to any vote of the Cedar Fair unitholders, or at any other time that the CFMC Board shall request the Knott Family Designee to certify compliance with this Letter Agreement, the Knott Family Designee shall execute and deliver to the CFMC Board of Directors a certificate, in the form attached hereto as Exhibit A, confirming the Knott Family’s compliance with the terms of this Letter Agreement.

 

5. In the event that (i) the amount of Knott Family Units shall fall below the Ownership Threshold, or (ii) the Knott Family Designee shall be unable to provide the certification described in Section 4 above, then the Knott Family Designee shall immediately provide written notification to the CFMC Board. Such notification shall be accompanied by a letter from the Knott Family Designee to the CFMC Board of Directors offering to resign his or her position as a member of the CFMC Board of Directors. The remaining members of the Board of Directors shall determine whether or not to accept such resignation.

 

6. CFMC acknowledges that the Knott Family has identified Darrel Anderson as its initial Knott Family Designee and that such Designee is acceptable to CFMC.

 

7. Except in the case of a resignation described in Section 5 above which is accepted by the remaining members of the CFMC Board, upon the death of, or a resignation from the CFMC Board by, the Knott Family Designee then serving as a member of the CFMC Board (a “Terminating Designee”), CFMC agrees to use its reasonable best efforts to ensure that a replacement designee of the Knott Family (a “Replacement Designee”), identified by the Knott Family within 30 days following the effective date of the termination of the Terminating Designee and reasonably acceptable to CFMC, is elected to the CFMC Board to finish the Board

 

2

term of the Terminating Designee, with such election to be effective within 30 days following the Knott Family’s specification of a proposed Replacement Designee to CFMC.

 

8. The Knott Family shall be permitted to add any Qualified Knott Family Recipient (as defined below) as a party to this Letter Agreement by having him, her or it execute an Additional Knott Family Unitholder Signature Page. A “Qualified Knott Family Recipient” shall be (i) any spouse or lineal descendent of any member of the Knott Family, (ii) any spouse of any lineal descendent of any member of the Knott Family, or (iii) any entity established or used by a member of the Knott Family for estate or financial planning purposes, provided that a member of the Knott Family continues to be the Beneficial Owner of the Cedar Fair Units transferred to such entity.

 

9. This Agreement shall become effective as of the date as of which the last Knott Family unitholder executes this Agreement. This Agreement shall remain in effect until the occurrence of any Termination Event, and upon the occurrence of a Termination Event the rights and obligations of Cedar Fair and CFMC, on the one hand, and the Knott Family and the Knott Designee, on the other hand, shall immediately terminate and this Agreement shall thereafter have no effect whatsoever. As used herein, the term “Termination Event” shall mean any of the following: (a) the failure to include a Knott Family Designee in the slate of directors proposed for election by the unitholders from time to time by the nominating committee of CFMC; (b) the resignation or removal from the CFMC Board of Directors of the Knott Family Designee, including a resignation described in the following clause (c) hereof; and (c) upon the death of, or a resignation by, the Knott Family Designee then serving on the CFC Board, other than a resignation described in Section 5 which is accepted by the remaining CFMC Board members, the failure of the Knott Family to identify a proposed Replacement Designee in accordance with Section 7 above or, if such a proposed Replacement Designee is so identified by the Knott Family, the failure of the CFMC Board to elect such proposed Replacement Designee to the CFMC Board within the time period specified in Section 7 above.

 

10. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflicts of laws. This agreement may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile signature.

 

11. The parties hereby agree that CFMC shall be permitted to assign this Letter Agreement to a successor general partner of Cedar Fair, without the consent of the other parties to this Letter Agreement.

 

3

Please acknowledge your agreement to the foregoing by countersigning this letter in the place below and return the original copy to me.

 

Sincerely,

 

CEDAR FAIR, L.P.

CEDAR FAIR MANAGEMENT COMPANY

/s/    RICHARD L. KINZEL        

Richard L. Kinzel

Chairman, President and Chief Executive Officer

 

AGREED AND ACCEPTED this

27th day of February, 2004.

 

KNOTT FAMILY DESIGNEE

By:  

/s/    DARREL ANDERSON        

   

Name:

   Darrel Anderson

 

KNOTT FAMILY UNITHOLDERS

 

Date: March 8, 2004      

VMK Enterprises

           

By:

  

/s/    SHARON SHERIDAN        

               
           

Name:

   Sharon Sheridan
           

Title:

   Pres.
Date: March 8, 2004      

The M. Knott Company

           

By:

  

/s/    MARION KNOTT        

               
           

Name:

   Marion Knott
           

Title:

   President
Date: March 8, 2004      

M. Knott Enterprises

           

By:

  

/s/    MARION KNOTT        

               
           

Name:

   Marion Knott
           

Title:

   President
Date: February 27, 2004      

Darrel D. Anderson & Associates, Inc.

           

By:

  

/s/    DARREL D. ANDERSON        

               
           

Name:

   Darrel D. Anderson
           

Title:

   President

 

4

Additional Signature Pages

Cedar Fair-Knott Family Letter Agreement

 

Date: March 8, 2004

      

D.W.O. Enterprises, Inc

           

By:

  

/s/    DON W. OLIPHANT        

               
           

Name:

   Don W. Oliphant
           

Title:

   President

Date: March 8, 2004

      

Jana O. Hackett, Inc.

           

By:

  

/s/    JANA HACKETT        

               
           

Name:

   Jana Hackett
           

Title:

   President

Date: March 8, 2004

      

Kenneth Knott, Inc.

           

By:

  

/s/    KENNETH KNOTT        

               
           

Name:

   Kenneth Knott
           

Title:

   President

Date: March 8, 2004

      

Stephen Knott, Inc.

           

By:

  

/s/    STEPHEN KNOTT        

               
           

Name:

   Stephen Knott
           

Title:

   President

Date: March 8, 2004

      

Trust established under the Will of Cordelia Knott for the benefit of Marion Knott

           

By:

  

/s/    MARION KNOTT        

               
           

Name:

   Marion Knott
           

Title:

   Trustee

Additional Signature Pages

Cedar Fair-Knott Family Letter Agreement

 

Date: March 8, 2004

      

Knott Survivor’s Trust

           

By:

  

/s/    MILDRED N. KNOTT        

               
           

Name:

   Mildred N. Knott
           

Title:

   Trustee

Date: March 8, 2004

      

Knott Marital Trust

           

By:

  

/s/    MILDRED N. KNOTT        

               
           

Name:

   Mildred N. Knott
           

Title:

   Trustee

Date: 3-01-04, 2004

      

Laura Anderson Trust No. 1

           

By:

  

/s/    LAURA L. ANDERSON OTTO        

               
           

Name:

   Laura L. Anderson Otto
           

Title:

   Trustee

Additional Signature Pages

Cedar Fair-Knott Family Letter Agreement

 

       

Virginia Knott Bender Trust

Date: March 8, 2004

      

By:

  

/s/    JOHN C. FOSSUM        

             
           

Name:

   John C. Fossum
           

Title:

   Trustee

Date: March 1, 2004

      

By:

  

/s/    TERRY HACKETT        

             
           

Name:

   Terry Hackett
           

Title:

   Trustee
       

1995 Grandchildren’s Trust

fbo Cynthia von Hoffman

Date: March 8, 2004

      

By:

  

/s/    JOHN C. FOSSUM      

             
           

Name:

   John C. Fossum
           

Title:

   Trustee

Date: March 8, 2004

      

By:

  

/s/    MAUREEN SLOAN, TRUSTEE        

             
           

Name:

   Maureen Sloan
           

Title:

   Trustee

Additional Signature Pages

Cedar Fair-Knott Family Letter Agreement

 

       

1995 Grandchildren’s Trust

fbo Michael K. Reafsnyder

 

1995 Grandchildren’s Trust

fbo Monica Furmanski

 

1995 Grandchildren’s Trust

fbo Joseph Reafsnyder

Date: March 8, 2004

       By:  

/s/    JOHN C. FOSSUM        

             
           

Name:

   John C. Fossum
           

Title:

   Trustee

Date: March 8, 2004

       By:  

/s/    MICHAEL REAFSNYDER        

             
           

Name:

   Michael Reafsnyder
           

Title:

   Trustee

Additional Signature Pages

Cedar Fair-Knott Family Letter Agreement

 

       

1995 Grandchildren’s Trust

fbo Nicholas Sheridan

       

1995 Grandchildren’s Trust

fbo Daniel Sheridan

       

1995 Grandchildren’s Trust

fbo Jeffrey Sheridan

       

1995 Grandchildren’s Trust

fbo David Sheridan

       

1995 Grandchildren’s Trust

fbo Luke Sheridan

Date: March 8, 2004

       By:   /s/    JOHN C. FOSSUM        
             
            Name:   John C. Fossum
            Title:   Trustee

Date: March 8, 2004

      By:   /s/    SHARON SHERIDAN        
             
            Name:   Sharon Sheridan
            Title:   Trustee

ADDITIONAL KNOTT FAMILY UNITHOLDER

 

SIGNATURE PAGE

 

The undersigned hereby agrees to the terms of the Letter Agreement, dated as of February 27, 2004 between Cedar Fair, L.P., Cedar Fair Management Company and members of the Knott Family who hold units of Cedar Fair, L.P. (the “Agreement”), and agrees to be bound by the terms and provisions thereof.

 

Executed by the undersigned as a member of the Knott Family pursuant to the Agreement.

 

KNOTT FAMILY MEMBER

By:    
   
Name:    
   
Date:    
   

Schedule A

 

Knott Family Unitholders

 

Name

  

Number of Cedar Fair Units Held

VMK Enterprises, Inc.   1,275,646                                                 
The M. Knott Company   217,195                                                 
M. Knott Enterprises   586,420                                                 
Darrel D. Anderson & Associates, Inc.   318,912                                                 
D.W.O. Enterprises, Inc.   473,367                                                 
Jana O. Hackett, Inc.   474,752                                                 
Kenneth Knott, Inc.   440,367                                                 
Stephen Knott, Inc.   478,367                                                 
Trust established under the Will of Cordelia Knott f/b/o Marion Knott   24,172                                                 
Knott Survivor’s Trust   318,912                                                 
Knott Marital Trust   318,911                                                 
Laura L. Anderson Trust No. 1   158,636                                                 

 

(Continued on Next Page)

Schedule A

 

Knott Family Unitholders

 

(Continued from Previous Page)

 

Virginia Knott Bender Trust   2,200                                                 

1995 Grandchildren’s Trust

fbo Cynthia von Hoffman

   8,314                                                 

1995 Grandchildren’s Trust

fbo Michael K. Reafsnyder

   16,630                                                 

1995 Grandchildren’s Trust

fbo Monica Furmanski

   16,631                                                 

1995 Grandchildren’s Trust

fbo Joseph Reafsnyder

   17,717                                                 

1995 Grandchildren’s Trust

fbo Nicholas Sheridan

   17,717                                                 

1995 Grandchildren’s Trust

fbo Daniel Sheridan

   17,717                                                 

1995 Grandchildren’s Trust

fbo Jeffrey Sheridan

   17,717                                                 

1995 Grandchildren’s Trust

fbo David Sheridan

   17,718                                                 

1995 Grandchildren’s Trust

fbo Luke Sheridan

   17,718                                                 

Aggregate Knott Family Beneficial

Ownership

   5,235,736 Units                                        

Schedule A (continued)

 

The following individuals, consisting of lineal descendants (by birth or adoption) of Walter and Cordelia Knott or a spouse or former spouse of such a lineal descendant, are beneficial owners of interests in one or more of the entities identified above as a Cedar Fair unitholder and shall be considered as included within the term “Knott Family” for purposes of the letter agreement to which the Schedule A is attached.

 

Marion Knott

   Mildred Knott

Anthony Montapert

   Kenneth Knott

Darrel Anderson

   Jeanette Knott

Marsha Anderson

   Stephen Knott

Diane Anderson

   Frances Knott

Desiré Anderson

   Michael Reafsnyder

Dwight P. Anderson

   Mary Reafsnyder

Roxanne Anderson

   Michael K. Reafsnyder

Alexandra Anderson

   Diane Reafsnyder

Morgan Anderson

   Ian Reafsnyder

Daniel J. Anderson

   Isabel Reafsnyder

Robin Anderson

   Monica Furmanski

Michael M. Anderson

   Matthew Furmanski

Don W. Oliphant

   Roan Furmanski

Judy Oliphant

   Samuel Furmanski

Stacy Oliphant Williams

   Joseph Reafsnyder

Timothy Williams

   Tanya Reafsnyder

Tiffany Lynn Silverman

   Maureen Sloan

Mark Silverman

   Cynthia von Hoffman

Jana Hackett

   Sharon Sheridan

Terry Hackett

   Douglas Sheridan

Travis Hackett

   Nicholas Sheridan

Tanner Hackett

   Daniel Sheridan

Colby Hackett

   Jeffrey Sheridan
    David Sheridan
    Mele Sheridan
    Ezra Sheridan
    Ezekiel Sheridan
    Luke Sheridan

EXHIBIT A

 

CERTIFICATE

 

This Certificate is being provided pursuant to Section 4 of the Letter Agreement by and among Cedar Fair, L.P., Cedar Fair Management Company and members of the Knott Family (the “Letter Agreement”). Any defined terms used in this Certificate that are not defined herein shall have the same definitions as in the Letter Agreement. The undersigned being the Knott Family Designee hereby certifies, on behalf of himself and the Knott Family, as follows:

 

1. The Knott Family is the beneficial owner (as such term is defined by Rule 13d-3 of the Securities Exchange Act of 1934) of                                      Cedar Fair units. Attached is a schedule which shows all of the Knott Family Units and by whom they are held.

 

2. Each member of the Knott Family has voted its Cedar Fair units in accordance with the recommendations of the CFMC Board.

 

3. Each unitholder of the Knott Family has executed the Additional Knott Family Unitholder Signature Page and is in compliance with all of the terms and conditions of the Letter Agreement.

 

IN WITNESS WHEREOF, I have hereunto signed by name this          day of             , 200_.

 

 
 
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