SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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)
October 14, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
**The total number of units reported herein is 10,021,418, which constitutes approximately 18.1% of the total number of units outstanding. All ownership percentages set forth herein assume that there are 55,324,273 units outstanding.
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REPORTING PERSON |
SOURCE OF FUNDS |
AMOUNT OF FUNDS |
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Q3 |
Other |
$43,256,788 |
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Q4 |
Other |
$33,253,101 |
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Raynor |
Other |
Not Applicable (1) |
(1) Mr. Raynor received his Units through a distribution of his pro-rata interest in the funds.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding at the end thereof the following:
In light of the Issuer's recent ill-fated decision to sell to Apollo for $11.50 per Unit and its decision this past summer to lock in financing that effectively limits distributions to Unitholders, the Reporting Persons believe that it is now time that Unitholders begin to implement necessary change.
The Reporting Persons believe the first necessary action is to separate the roles of Chairman of the Board and Chief Executive Officer and that the second necessary action is for the Issuer to set the goal of making a distribution payment a higher priority than paying down debt. Accordingly, the Reporting Persons have determined to exercise their right to demand the calling of a special meeting of Unitholders for the purpose of amending the Issuer's partnership agreement as follows:
The Reporting Persons intend to publicly solicit proxies in support of this effort as soon as possible and, as a first step, are filing preliminary proxy materials with the Securities and Exchange Commission.
In addition, as a separate matter, the Reporting Persons are filing in the Delaware courts a lawsuit seeking a declaratory judgment confirming the right of Unitholders to nominate directors for election to the Issuer's Board of Directors.
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 5 is hereby amended and restated in its entirety as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
Reporting Persons
Q3
Q3 may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,683,325 Units, which constitutes approximately 6.7% of the outstanding Units.
Q4
Q4 may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 2,687,276 Units, which constitutes approximately 4.9% of the outstanding Units.
Raynor
Because of his position as the person who controls J Alfred and Excalibur, and because of his personal holdings, Raynor may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 10,021,418 Units, which constitutes approximately 18.1% of the outstanding Units.
Controlling Persons
Prufrock
Because of its position as the sole general partner of Q3, Prufrock may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,683,325 Units, which constitutes approximately 6.7% of the outstanding Units.
J Alfred
Because of its position as the sole general partner of Prufrock, J Alfred may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,683,325 Units, which constitutes approximately 6.7% of the outstanding Units.
Star
Because of its position as the sole general partner of Q4, Star may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 2,687,276 Units, which constitutes approximately 4.9% of the outstanding Units.
Excalibur
Because of its position as the sole general partner of Star, Excalibur may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 2,687,276 Units, which constitutes approximately 4.9% of the outstanding Units.
To the best of the knowledge of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any Units.
(b)
Reporting Persons
Q3
Acting through its general partner, Q3 has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,683,325 Units.
Q4
Acting through its general partner, Q4 has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,687,276 Units.
Raynor
As the person who controls J Alfred and Excalibur, and because of his personal holdings, Raynor has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 10,021,418 Units.
Controlling Persons
Prufrock
As the sole general partner of Q3, Prufrock has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,683,325 Units.
J Alfred
As the sole general partner of Prufrock, J Alfred has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,683,325 Units.
Star
As the sole general partner of Q4, Star has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,687,276 Units.
Excalibur
As the sole general partner of Star, Excalibur has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,687,276 Units.
(c) To the best of the knowledge of the Reporting Persons, none of the Item 2 Persons have effected any transactions in the Units during the last 60 days.
Except as set forth in this paragraph (c), to the best of the knowledge of the Reporting Persons, none of the Item 2 Persons have effected any transactions in the Units during the last 60 days.
The Reporting Persons affirm that no person other than those persons named in Item 2 has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Units owned by such Reporting Persons.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by adding at the end thereof the following:
99.2 -- Verified Complaint in Q Funding III, L.P. and Q4 Funding, L.P. vs. Cedar Fair Management, Inc. and Cedar Fair, L.P., previously filed.
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Q4 FUNDING, L.P. |
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