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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant þ
Filed by a Party other than the
Registrant o
Check the appropriate box:
| o Preliminary Proxy Statement | ||
| o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
| þ Definitive Proxy Statement | ||
| o Definitive Additional Materials | ||
| o Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12 | ||
CEDAR FAIR, L.P.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
| þ | No fee required. |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| o | Fee paid previously with preliminary materials. |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Table of Contents
One Cedar Point Drive
Sandusky, Ohio 44870-5259
NOTICE OF ANNUAL MEETING OF LIMITED PARTNER UNITHOLDERS
TO BE HELD ON MAY 12, 2005
The annual meeting of the limited partner unitholders of Cedar
Fair, L.P. will be held on Thursday, May 12, 2005 at
9:00 a.m. (Eastern time) at the Cedar Point Building on the
campus of BGSU Firelands, Huron, Ohio. All unitholders are
invited to attend the meeting. The meeting is called for the
following purposes:
1. To consider and vote upon the election of two Directors of
the general partner for a three-year term expiring in 2008.
2. To transact such other business as may properly come before
the meeting.
Only limited partners that held units as of the close of
business on March 21, 2005, are entitled to notice of and
to vote at the annual meeting and at any adjournments or
postponements of the meeting.
| CEDAR FAIR MANAGEMENT, INC. | |
 |
|
| Richard L. Kinzel | |
| Chairman, President and Chief Executive Officer |
Sandusky, Ohio
April 15, 2005
Your vote is very important regardless of the number of
limited partnership units you own. Whether or not you plan to
attend the annual meeting, we request that you sign, date and
return your proxy card by mail in the enclosed envelope, or that
you grant your proxy by telephone or over the Internet by
following the instructions on the proxy card as soon as
possible. Any proxy given may be revoked at any time before it
is exercised. If you are present at the annual meeting, you may
revoke your proxy and vote personally on each matter brought
before the annual meeting.
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Table of Contents
THE ANNUAL MEETING
General
This document is furnished in connection with the solicitation
of proxies from the limited partner unitholders of Cedar Fair,
L.P. (the “Partnership”) by its general partner, Cedar
Fair Management, Inc. (“CFMI”), for use at the annual
meeting. This document and the accompanying form of proxy are
first being mailed to limited partner unitholders on or about
April 18, 2005.
Time and Place
The annual meeting will be held at the Cedar Point Building on
the campus of BGSU Firelands located at One University Drive,
Huron, Ohio, on Thursday, May 12, 2005, at 9:00 a.m.
(Eastern time).
Matters to be Considered
At the annual meeting, the limited partners will be asked to:
| • | elect two (2) directors for a term expiring in 2008; and | |
| • | vote on any other matters that may be properly raised at the annual meeting. |
It is not anticipated that any other matters will be raised at
the annual meeting.
Proxies
Even if you plan to attend the annual meeting in person, the
Board urges you to submit your vote as soon as possible by mail,
telephone or the Internet. The telephone and Internet voting
procedures are designed to authenticate votes cast by use of a
personal identification number. These procedures allow
unitholders to appoint a proxy to vote their units and to
confirm that their instructions have been properly recorded.
Instructions for voting by telephone and over the Internet are
included on the proxy card. All of the Partnership units
represented by proxies properly received prior to or at the
annual meeting and not revoked will be voted in accordance with
the instructions indicated in the proxies. If no voting
instructions are indicated on a proxy, the units represented by
that proxy will be voted in favor of each of the proposals.
Any proxy given on the accompanying form may be revoked by the
person giving it at any time before it is voted. Proxies may be
revoked, or the votes reflected in the proxy changed by
submitting a properly executed later-dated proxy to American
Stock Transfer & Trust Company before the vote is taken
at the annual meeting or attending the annual meeting and voting
in person. If your units are voted through your broker, you must
follow directions received from your broker to change those
instructions.
If you have more questions about the proposals or if you would
like additional copies of this document you should call or write:
Morrow &
Co., Inc.
445
Park Avenue, 5th Floor
New
York, NY 10022-2606
Please
call: (212) 754-8000 or
Call
toll free at: (800) 654-2468 or (800) 607-0088
Solicitation of Proxies
The Partnership will pay the cost of soliciting the proxies from
unitholders. In addition to solicitation by mail, arrangements
will be made with brokerage houses and other custodians,
nominees and fiduciaries to send the proxy materials to
beneficial owners of the units, and the Partnership, upon
request, will reimburse the brokerage houses and custodians for
their reasonable expenses in so doing. The Partnership has
retained Morrow & Co., Inc. to aid in the solicitation
of proxies and to verify certain records related to the
solicitation. Morrow & Co., Inc. will receive a fee of
between $5,000 and $10,000 as compensation for its services plus
reimbursement for its related out-of-pocket expenses. CFMI and
its directors, officers and employees also may solicit the vote
of unitholders. These persons will receive no additional
compensation for their assistance in soliciting proxies.
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Record Date; Voting Right; Quorum; Vote Required
CFMI has fixed the close of business on March 21, 2005, as
the record date for unitholders entitled to notice of and to
vote at the annual meeting.
The only outstanding voting securities of the Partnership are
the limited partner units and the general partner interest. Only
holders of record of units on the record date are entitled to
notice of the annual meeting and to vote at the annual meeting.
Each holder of record of limited partner units as of the record
date is entitled to cast one vote per unit on each of the
proposals.
The presence in person or by proxy of holders of a majority of
the units entitled to vote at the annual meeting will constitute
a quorum for the transaction of any business. In case a quorum
is not present, the meeting may be adjourned from time to time
without notice other than an announcement at the time of the
adjournment of the date, time and place of the adjourned meeting.
For election as Director, a nominee must receive the affirmative
vote of the holders of a plurality of votes of the units
represented at the annual meeting in person or by proxy. The
Board urges you to complete, date and sign the accompanying
proxy and return it promptly in the enclosed, postage-paid
envelope or to submit your proxy by telephone or over the
Internet.
As of March 21, 2005, there were approximately
53,518,695 units outstanding and entitled to vote at the
annual meeting, held by approximately 11,000 holders of record.
As of February 14, 2005, the Directors and executive
officers of the general partner and their affiliates
beneficially owned and were entitled to
vote 3,694,031 units (including 2,029,720 vested
options), or approximately 6.7% of the units outstanding on that
date. See “Security Ownership of Certain Beneficial Owners
and Management.”
Election of Directors
The Board of Directors of CFMI is comprised of seven directors.
The Directors are divided into three classes: Class I,
Class II, and Class III. Class I consists of
three Directors, and Classes II and III each consist of two
Directors. At this meeting, two Class III Directors are to
be elected to serve for three-year terms expiring in 2008 and
until their respective successors are duly elected and
qualified. The Nominating and Corporate Governance Committee has
recommended, and the Board of Directors has approved, the
nomination of these nominees.
Both of the nominees have agreed to stand for election. While
the Partnership has no reason to believe that either of these
nominees will be unable or unwilling to serve at the time of the
annual meeting, in the unlikely event either of them does not
stand for election, the Board will reduce the authorized number
of directors. For election as a director, a nominee must receive
the affirmative vote of the holders of a plurality of votes of
the units present in person or by proxy at the annual meeting
and entitled to vote. The Board of Directors recommends a
vote FOR these nominees.
Nominees for election as Class III Directors to serve until
2008:
Darrel D. Anderson, age 60, is currently involved
with the management of private investments with his family. He
was a general partner of Knott’s Berry Farm, Orange County,
California’s oldest theme amusement park, from 1960 to 1998
and served as chairman of the Knott family board. He is also a
past chairman of the board of Olive Crest Treatment Centers, the
largest provider of residential services for abused children in
southern California. Mr. Anderson is a member of the
Compensation Committee and the Nominating and Corporate
Governance Committee of CFMI.
Mr. Anderson is nominated as a director pursuant to an
arrangement among the Partnership, the general partner and
members of the Knott family. The general partner agreed that it
will use its best efforts to ensure that a person mutually
acceptable to the general partner and the Knott family serves on
the Board of Directors of the general partner, and in exchange,
the Knott family has agreed to vote its Partnership units in
support of Board proposals, so long as the Knott family
continues to own an amount equal to the lesser of eight percent
(8%) of the issued and outstanding units of the Partnership or
4,053,876 units.
David L. Paradeau, age 62, is owner and chief
executive officer of Minnesota Zephyr Limited and the Stillwater
Grill in Stillwater, Minnesota. He was the founder and creator
of that dining and entertainment operation, which was
established in 1986. He is also the owner of D.L. Paradeau
Marketing, a consulting firm. He has 40 years of experience
in marketing and advertising in the brewing industry and in the
amusement and
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entertainment business. Mr. Paradeau is a member of the
Nominating and Corporate Governance Committee and the
Compensation Committee of CFMI.
Class I Directors serving until 2007:
Richard S. Ferreira, age 64, is a retired executive
vice president and chief financial officer of Golf Hosts, Inc.
(developer and owner of nationally recognized resorts in
Colorado and Florida) and a past member of its Board of
Directors. Mr. Ferreira was associated with Golf Hosts,
Inc. for more than 26 years. Mr. Ferreira is a member
of the Nominating and Corporate Governance Committee, the
Compensation Committee and the Audit Committee.
Richard L. Kinzel, age 64, has served as chairman of
the Board since 2003 and as president and chief executive
officer of the Partnership’s general partner since 1986.
Mr. Kinzel has been employed by the Partnership or its
predecessor since 1972.
Thomas A. Tracy, age 73, is a business consultant
and was a partner in the accounting firm of Arthur Andersen LLP
from 1966 until his retirement in 1989. Mr. Tracy is a
member of the Audit Committee.
Class II Directors serving until 2006:
Michael D. Kwiatkowski, age 57, has been a
consultant in the food industry since 1996, prior to which he
served as Chairman of PCS, which owned and operated a chain of
11 restaurants, from 1986 to 1996. He has more than
30 years of experience in amusement parks and branded
restaurant operations. Mr. Kwiatkowski is a member of the
Nominating and Corporate Governance Committee, the Compensation
Committee and the Audit Committee.
Steven H. Tishman, age 47, has been a managing
director at Rothschild, Inc., in New York, New York, since
November 2002. He was a managing director of Robertson Stephens
from November 1999 to November 2002, prior to which he was a
senior managing director of Bear, Stearns & Co., Inc.
Mr. Tishman is also a director of Claire’s Stores,
Inc. and Nautica Enterprises, Inc.
COMPENSATION OF DIRECTORS
The Nominating and Corporate Governance Committee of the Board
of Directors establishes the fees paid to Directors and Board
Committee members for services in those capacities. The
Committee hired the consulting firm Watson, Wyatt & Co.
to provide it with guidance as to the range of compensation to
directors at comparable companies. Based on the information
provided by the consultants, the Committee approved fees that
place the Partnership’s directors in the fiftieth
percentile when compared to compensation received by directors
at similar companies. The current schedule of such fees is as
follows:
| 1. | For service as a member of the Board, $30,000 per annum, payable quarterly, plus $1,500 for attendance at each meeting of the Board, plus an annual grant of 2,000 limited partnership units; | |
| 2. | For service as a Board Committee member, $2,000 per annum (excluding Committee Chairman), plus $250 for attendance at each Committee meeting held on the same date on which the Board of Directors meets and $1,500 for attendance at any additional Committee meeting held on a date other than a date on which the Board of Directors meets; and | |
| 3. | For service as Chairman of the Audit Committee of the Board, a fee of $10,000 per annum, and for the Chairman of the Compensation Committee and the Nominating and Corporate Governance Committee, a fee of $5,000 per annum. |
These fees are payable only to non-management Directors.
Management Directors receive no additional compensation for
service as a Director. All Directors receive reimbursement from
the Partnership for expenses incurred in connection with service
in that capacity.
Board Meetings and Attendance
The Board met eight times in 2004. Committees of the Board met
from time to time upon call of the Chairman of the Board or
individual Committee Chairs. During 2004, each Director attended
at least 75% of the total number of meetings of the Board and
the committees on which he served. Directors are expected to
attend all meetings of the Board and the Committees of the Board
on which they serve.
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Executive sessions of non-management Directors are regularly
scheduled and were held six times during the year ended
December 31, 2004. Executive sessions are attended by
non-employee directors only, and those independent directors
determine who will preside at each meeting.
Communication with the Board
Unitholders may communicate directly with the Board by sending
communications to the attention of Brenda Lakner, One Cedar
Point Drive, Sandusky, Ohio 44870-5259. The correspondence will
be forwarded to the Chair of the Nominating and Corporate
Governance Committee who will review the correspondence and take
action accordingly.
CFMI has a toll-free hotline that is available to anyone,
including unitholders, who wishes to bring a matter to the
attention of the non-management Directors. The telephone number
of the hotline is 800-650-0716. The Audit Committee of the Board
of Directors is charged with reviewing information received and
taking appropriate action as necessary.
Board Committees
The Board has three committees: an Audit Committee, a
Compensation Committee, and a Nominating and Corporate
Governance Committee. Each Committee is composed entirely of
independent Directors, as that term is defined in the NYSE
listing standards. Each Committee’s charter, the Corporate
Governance Guidelines and the Code of Conduct and Ethics are
available on the Partnership’s website at www.cedarfair.com
and available in print to any unitholder upon request.
The members of the Board on the date of this proxy statement,
and the committees of the Board on which they currently serve,
are identified below.
| Nominating and | ||||||||||||
| Audit | Compensation | Corporate Governance | ||||||||||
| Director | Committee | Committee | Committee | |||||||||
|
Darrel D. Anderson
|
* | * | ||||||||||
|
Richard S. Ferreira
|
* | * | ** | |||||||||
|
Richard L. Kinzel
|
||||||||||||
|
Michael D. Kwiatkowski
|
* | ** | * | |||||||||
|
David L. Paradeau
|
* | * | ||||||||||
|
Steven H. Tishman
|
||||||||||||
|
Thomas A. Tracy
|
** | |||||||||||
| * | Member |
| ** | Chair |
The Audit Committee is responsible for appointing and meeting
with the Partnership’s independent auditor and for
assisting the Board in its oversight of the financial statement
reporting, internal audit and risk management functions. The
Audit Committee met eight times in 2004. All of the members of
the Audit Committee are independent as required under
Section 301 of the Sarbanes-Oxley Act of 2002, the NYSE
listing standards and the Partnership’s Corporate
Governance Guidelines. The Board has determined that each
Committee member is financially literate, and Thomas A. Tracy,
the chair of the Committee, is the designated financial expert.
The Audit Committee’s report is at page 12.
The Compensation Committee is responsible for reviewing the
Partnership’s compensation and employee benefit policies
and programs, and recommending related actions, as well as
executive compensation decisions, to the Board of Directors. The
Compensation Committee met twice in 2004. The Compensation
Committee report is below.
The Nominating and Corporate Governance Committee is responsible
for recommending criteria for service as a director, identifying
qualified director nominees to enhance the Board, and for
playing a leadership role in shaping the governance of CFMI. The
Committee believes candidates for the Board should have the
ability to exercise objectivity and independence in making
informed business decisions; the highest integrity; extensive
knowledge, experience and judgment; loyalty to the interests of
the Partnership and its unitholders; and a willingness to devote
the extensive time necessary to fulfill a director’s
duties. The Committee conducts all necessary and appropriate
inquiries into the background and qualifications of Board
candidates meeting these criteria. The Committee also annually
reviews the performance of the Board. This Committee met three
times in 2004.
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Due to Cedar Fair’s limited partnership structure, there is
currently no procedure by which unitholders can nominate
directors. This is consistent with the general governance of
other limited partnerships.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of Cedar
Fair Management, Inc. has overall responsibility for executive
succession planning and evaluating and approving the incentive
compensation plans, policies and programs of the Partnership as
well as the structure and amount of all compensation for
executive officers of CFMI.
The Committee’s goal is to establish and maintain
compensation policies that enable the Partnership to attract and
retain high-quality executives and to align the executives’
interests with the long-term interests of the Partnership and
its unitholders. In determining compensation, the Committee
considers the individual’s performance as it relates to
established targets and goals, the compensation of executives at
other comparable firms and the Partnership’s financial
results. The Committee hired the consulting firm Watson,
Wyatt & Co. to provide it with guidance as to the range
of executive and chief executive officers’ salaries at
comparable companies. The consultants studied companies that
were similar to the Partnership in revenue level and/or industry
type. Based on the information provided by the consultants, the
Committee approved overall compensation packages that, if the
Partnership meets the performance targets and the executives
receive the target bonus, would place the Partnership’s
executives’ compensation in the seventy-fifth percentile
when compared to compensation received by executives at similar
companies.
Executive Compensation
The Partnership compensates its executives through a combination
of salary, annual bonus, option awards, deferred compensation
and retirement plan contributions. This mix of fixed and
variable compensation is linked to individual as well as
Partnership performance. Base salaries are set at a level that
is competitive with companies of comparable size and financial
performance considering the responsibilities and experience of
the executive. The annual bonus is meant to encourage executives
to be conscious of the financial results of the Partnership and
is directly correlated to the executive’s attainment of
certain pre-established objectives and targets. The target bonus
is 50% of base salary. Options and deferred compensation are
meant to provide a direct link between the long-term interests
of executives and unitholders. In 2004 the Partnership awarded,
in aggregate, $1,438,073 in cash bonuses to executive officers.
The Board and this Committee believe that these awards, when
added to the base salaries and other compensation, are
commensurate with the Partnership’s performance in 2004.
The Partnership has profit sharing retirement plans for the
majority of its employees, in which the executive officers
participate. The plans have a fixed contribution percentage
determined by the Board each year, and also permit employees to
contribute specified percentages of their salary, matched up to
a limit by the Partnership. The Committee reviewed historical
and market survey information before establishing 2004’s
fixed contribution level at 6% for all parks except Knott’s
Berry Farm, which receives 5.5%, and a maximum matching
contribution of 3%, except for Knott’s Berry Farm at 3.5%.
CEO Compensation
In keeping with the philosophies outlined above,
Mr. Kinzel’s base salary for 2004 was $901,250, a 3%
increase over his 2003 salary. Mr. Kinzel’s salary is
subject to annual review. Mr. Kinzel was awarded a bonus of
$405,563 for 2004. In determining Mr. Kinzel’s
compensation, the Committee considered factors including: the
Partnership’s performance relative to comparable companies,
the Partnership’s performance relative to its long-term
objectives, and the compensation of chief executive officers of
other similar companies. The Committee also considered the
increased responsibility that Mr. Kinzel undertook as a
result of the Partnership’s acquisition of an additional
park in 2004. The Committee’s decision represents an
overall qualitative and quantitative assessment of
Mr. Kinzel’s leadership in meeting the
Partnership’s long and short-term strategic, operational
and business goals.
Senior Management Long-Term Incentive Compensation Plan
The Partnership instituted the senior management long-term
incentive compensation plan in 2002. This plan covers the CEO,
the park general managers and the corporate vice presidents who
report directly to the CEO. The plan is intended to provide
long-term deferred cash and unit awards to participants that,
together with current cash compensation, will be sufficient to
achieve market-level total direct compensation as determined by
the
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Board of Directors. Targets are established by the Board
annually, and the awards are computed based on the results
achieved compared to the approved targets for that year. Phantom
limited partnership units granted under this plan vest over a
four-year period.
For 2004, this Committee’s recommendations for grants under
this plan were based on job performance and contributions over
the past year and, in aggregate, equaled 49,294 units. The
Committee consulted with Watson, Wyatt & Co. in
determining its recommendation for these phantom unit grants.
| Michael D. Kwiatkowski, Chairman | |
| Darrel D. Anderson | |
| Richard S. Ferreira | |
| David L. Paradeau |
EXECUTIVE COMPENSATION
Compensation of Executives; Summary Compensation Table
| Annual Compensation | Long-Term Compensation | ||||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (g) | |||||||||||||||||||||||||
| (e) | (f) | Securities | (i) | ||||||||||||||||||||||||||
| Other Annual | Restricted | Underlying | All Other | ||||||||||||||||||||||||||
| Salary | Bonus | Compensation | Unit Awards | Options | Compensation | ||||||||||||||||||||||||
| Name and Principal Position | Year | ($) | ($) | ($) | ($) | (#) | ($) | ||||||||||||||||||||||
|
Richard L. Kinzel, Chairman,
|
2004 | 901,250 | 405,563 | — | 1,199,985 | — | 20,000 | ||||||||||||||||||||||
| President and Chief | 2003 | 875,000 | 393,750 | — | 981,382 | — | 20,000 | ||||||||||||||||||||||
|
Executive Officer
|
2002 | 840,000 | 420,000 | — | 936,192 | 150,000 | 17,050 | ||||||||||||||||||||||
|
Bruce A. Jackson, Corporate
|
2004 | 452,000 | 172,890 | — | 100,005 | — | 20,000 | ||||||||||||||||||||||
| Vice President-Finance | 2003 | 440,000 | 193,050 | — | 175,490 | — | 20,000 | ||||||||||||||||||||||
|
and Chief Financial Officer
|
2002 | 424,750 | 212,500 | — | 146,319 | 35,000 | 17,050 | ||||||||||||||||||||||
|
Jacob T. Falfas, Vice President
|
2004 | 387,000 | 239,940 | — | 9,976 | — | 18,000 | ||||||||||||||||||||||
|
and General Manager-
|
2003 | 375,000 | 206,250 | — | 7,198 | — | 18,000 | ||||||||||||||||||||||
|
West Coast Operations(1)
|
2002 | 365,012 | 162,425 | — | — | 15,000 | 15,700 | ||||||||||||||||||||||
|
Daniel R. Keller, Vice President
|
2004 | 347,000 | 95,425 | — | 40,322 | — | 20,000 | ||||||||||||||||||||||
|
and General Manager-Cedar
|
2003 | 335,000 | 128,416 | — | 54,681 | — | 20,000 | ||||||||||||||||||||||
|
Point Resort(1)
|
2002 | 325,000 | 167,375 | — | 24,100 | 15,000 | 17,050 | ||||||||||||||||||||||
|
Richard J. Collingwood,
|
2004 | 230,000 | 103,500 | — | 147,000 | — | 20,000 | ||||||||||||||||||||||
|
Corporate Vice President-
|
2003 | 222,000 | 99,900 | — | 177,755 | — | 20,000 | ||||||||||||||||||||||
|
Administration(1)
|
2002 | 212,885 | 106,500 | — | 183,963 | 22,000 | 17,050 | ||||||||||||||||||||||
Notes To Summary Compensation Table:
| Column (f) | Restricted Unit Awards represent phantom limited partnership units granted under the Senior Management Long-Term Incentive Compensation Plan. These units accrue additional phantom units on the date of each quarterly distribution paid by the Registrant, calculated at the NYSE closing price on that date. The aggregate number of phantom limited partnership units awarded to Messrs. Kinzel, Jackson, Falfas, Keller and Collingwood as of December 31, 2004, together with their market value at yearend, were 128,802 ($4,237,595), 18,540 ($609,958), 637 ($20,985), 4,981 ($163,878), and 21,934 ($721,616), respectively. Upon his retirement in March 2005, Mr. Keller forfeited all but 601 ($19,773) of the phantom units awarded to him. | |
| Column (g) | There were no unit options granted to the named executives in 2004 or 2003. | |
| Column (i) | All Other Compensation comprises amounts accrued under the Partnership’s Savings and Profit Sharing Plan, except for Mr. Falfas, who has been covered under a separate plan for Knott’s Berry Farm employees. | |
| Note (1) | Mr. Falfas assumed the newly created position of chief operating officer on April 4, 2005. Mr. Keller retired effective March 11, 2005, and Mr. Collingwood has announced that he will retire in September 2005. |
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Long-Term Incentive Plans — Awards in 2004
| (c) | ||||||||
| (b) | Period until | |||||||
| (a) | Number of Units | Maturation or Payout | ||||||
|
Richard L. Kinzel
|
34,522 | March 2008 | ||||||
|
Bruce A. Jackson
|
2,877 | March 2008 | ||||||
|
Jacob T. Falfas
|
279 | March 2008 | ||||||
|
Daniel R. Keller
|
1,100 | March 2008 | ||||||
|
Richard J. Collingwood
|
4,229 | March 2008 | ||||||
| Column (b) | Number of Restricted Units. Phantom limited partnership units granted under Senior Management Long-Term Incentive Compensation Plan. These units will accrue additional phantom units on the date of each quarterly distribution paid by the Partnership, calculated at the NYSE closing price on that date. | |
| Column (c) | Period until Maturation or Payout. These units vest over a four-year period with one half to be issued in March 2007 and the balance to be issued in March 2008, to participants still in the employ of the Registrant at that time. |
Unit Options Exercised in 2004 and December 31, 2004
Option Values
| (a) | (c) | (d) | (e) | |||||||||||||
| (b) | Number of Units | Value of Unexercised In- | ||||||||||||||
| Number of | Underlying Options | the-Money Options | ||||||||||||||
| Units Acquired | Value | at 12/31/2004 | at 12/31/2004 | |||||||||||||
| on Exercise | Realized | Exercisable/Unexercisable | Exercisable/Unexercisable | |||||||||||||
| Name | (#) | ($) | (#) | ($) | ||||||||||||
|
Richard L. Kinzel
|
— | — | 1,010,000 | 18,224,400 | ||||||||||||
| 90,000 | 894,600 | |||||||||||||||
|
Bruce A. Jackson
|
46,000 | 512,900 | 290,000 | 5,660,160 | ||||||||||||
| 24,000 | 245,640 | |||||||||||||||
|
Jacob T. Falfas
|
25,000 | 506,250 | 206,000 | 4,031,940 | ||||||||||||
| 9,000 | 89,460 | |||||||||||||||
|
Daniel R. Keller
|
17,000 | 171,710 | 211,500 | 4,333,330 | ||||||||||||
| 9,000 | $ | 89,460 | ||||||||||||||
|
Richard J. Collingwood
|
2,000 | 22,760 | 199,700 | 3,854,582 | ||||||||||||
| 12,800 | 126,288 | |||||||||||||||
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
Employment Contracts
Richard L. Kinzel, Chairman, President and Chief Executive
Officer, has an employment contract with the Partnership for a
term beginning June 1, 2003 and ending on January 2,
2008. Mr. Kinzel’s base annual salary will not be less
than $875,000 per year and may be adjusted upwards each
year as determined by the Board. The Partnership also provides
Mr. Kinzel with a two million dollar life insurance policy
and permits him to designate the beneficiary. As a condition of
this contract, Mr. Kinzel will continue to be appointed to
the position of Chairman of the Board of the general partner
until December 30, 2008 provided that he is elected to the
Board. After December 30, 2008, Mr. Kinzel will serve
as a member of the Board for a period of at least two more years
provided he is elected to the Board.
The Partnership may terminate Mr. Kinzel’s employment
for cause (as defined in the employment contract). The contract
also contains a non-competition provision for a period of
24 months following the date of termination by
Mr. Kinzel of his employment with the Partnership.
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Table of Contents
Severance Compensation
All regular, full-time, non-union affiliated employees,
including the named executive officers except for
Mr. Kinzel, who have been employed by the Partnership for
at least one year are eligible for severance compensation under
the Cedar Fair, L.P. Severance Pay Plan. Under the Plan,
employees are generally eligible for severance pay if their
employment is terminated due to the elimination of the job or
position, a mutually agreed-upon separation of the employee due
to performance, or a change in ownership which results in
replacement of the employee by the new owner. Upon termination
of employment where severance compensation is payable under the
Plan, the employee is entitled to receive a payment based on the
following schedule:
| Length of Service | Severance Pay | |
|
1 year through 10 years
|
One week of pay for each full year of service | |
|
11 years through 30 years
|
Ten weeks’ pay plus two weeks of pay for each full year of service in excess of 10 | |
|
31 years or more
|
Fifty-two weeks of pay |
In addition, ten executive officers of the Partnership,
including all of the executive officers named in the Summary
Compensation Table except for Mr. Kinzel, are entitled to
severance payments and continuation of existing insurance
benefits if their employment is terminated within 24 months
after any change in control occurs, as defined in a plan
approved by the Board of Directors in 1995. Such severance
payments and benefits begin at 160% of the last five years’
average cash compensation and 24 months of continued
insurance benefits for park General Managers.
Mr. Kinzel’s employment contract contains severance
compensation terms that differ from those of the other executive
officers. According to Mr. Kinzel’s employment
contract, he is entitled to a lump-sum payment if he is
terminated other than for cause (as defined in his employment
contract) prior to January 2, 2008. This payment includes
the following amounts: his base salary through the date of
termination, an amount equal to the present value of his base
salary that he would have received through the end of the
contract, and an amount equal to the present value of the
incentive compensation that he would have received through the
end of the contract. In addition, Mr. Kinzel would be
immediately vested in any award, option, unit appreciation
right, restricted unit award or any other right or interest
relating to securities issued by the Partnership to him, and
could be able to exercise any such award at any time on or
before March 19, 2010.
Supplemental Retirement Benefits
Supplemental retirement benefits represent the named executive
officer’s right to receive cash benefits from the
Partnership upon retirement at age 62 or over, with a
minimum of 20 years’ service to the Partnership, its
predecessors and/or successors. Amounts were allocated in prior
years among the executive officers out of general partner fees
as approved by the Compensation Committee of the Board. Each
officer’s account accrues interest at the prime rate as
established from time to time by the Partnership’s lead
bank. Executive officers leaving the employ of the Partnership
prior to reaching age 62 or with less than 20 years of
service will forfeit their entire balance. In the event of
death, total disability, or retirement at age 62 or over
with at least 20 years’ service, all amounts accrued
will become immediately and fully vested and payable to the
executive officers. In the event of a
“change-in-control” (as defined), all amounts accrued
will become fully vested and will be funded in a trust, for the
benefit of the executive officers when they reach age 62,
die, or become totally disabled, whichever occurs first. At each
executive officer’s option, the accrued balance may be
distributed in a lump sum or in a number of future payments over
a period not to exceed 10 years.
The amount of supplemental retirement benefits accrued to
Messrs. Kinzel, Jackson, Falfas, Keller and Collingwood as
of December 31, 2004, were $1,348,519, $67,363, $15,489,
$0, and $100,104, respectively.
Mr. Kinzel’s retirement benefits vary from those of
the other executive officers in that he receives, in addition to
severance and his normal and supplemental retirement benefits,
lifetime health coverage benefits for himself and his spouse.
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UNITHOLDER RETURN PERFORMANCE GRAPH
The graph below shows a comparison of the five-year cumulative
total return (assuming all distributions/dividends re-invested)
on Cedar Fair limited partnership units, the S&P 500 Index,
the S&P 400 Index and the S&P — Movies and
Entertainment Index, assuming investment of $100 on
December 31, 1999.
| Base | ||||||||||||||||||||||||
| Period | Return | Return | Return | Return | Return | |||||||||||||||||||
| Company/Index Name | 1999 | 2000 | 2001 | 2002 | 2003 | 2004 | ||||||||||||||||||
|
Cedar Fair, L.P.
|
100.00 | 102.59 | 149.16 | 152.20 | 211.71 | 239.59 | ||||||||||||||||||
|
S&P 500
|
100.00 | 90.90 | 80.09 | 62.39 | 80.29 | 89.03 | ||||||||||||||||||
|
S&P 400
|
100.00 | 117.50 | 116.79 | 99.85 | 135.41 | 157.73 | ||||||||||||||||||
|
S&P Movies & Entertainment
|
100.00 | 85.33 | 73.73 | 46.02 | 58.19 | 58.82 | ||||||||||||||||||
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Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information as of
February 14, 2005, in respect to the beneficial ownership
of Units of the Partnership by each of the Partnership’s
directors, named executive officers, all current directors and
officers as a group, and by each person known by the Partnership
to own 5% or more of its Units.
Directors and Executive Officers
| Amount and Nature of Beneficial Ownership | ||||||||||||||||||||||||
| Investment Power | Voting Power | |||||||||||||||||||||||
| Beneficial | Percentage | |||||||||||||||||||||||
| Name of Beneficial Owner | Ownership | Sole | Shared | Sole | Shared | of Units(1) | ||||||||||||||||||
|
Richard L. Kinzel(2)
|
1,892,710 | 1,464,626 | 428,084 | 1,464,626 | 428,084 | 3.5 | ||||||||||||||||||
|
Bruce A. Jackson(3)
|
410,975 | 408,975 | 2,000 | 408,975 | 2,000 | * | ||||||||||||||||||
|
Jacob T. Falfas(4)
|
257,715 | 252,762 | 4,953 | 252,762 | 4,953 | * | ||||||||||||||||||
|
Daniel R. Keller(5)
|
689,199 | 306,179 | 383,020 | 306,179 | 383,020 | 1.3 | ||||||||||||||||||
|
Richard J. Collingwood(6)
|
683,545 | 298,625 | 384,920 | 298,625 | 384,920 | 1.3 | ||||||||||||||||||
|
Darrel D. Anderson
|
316,212 | 316,212 | — | 316,212 | — | * | ||||||||||||||||||
|
Richard S. Ferreira(7)
|
6,509 | 2,972 | 3,537 | 2,972 | 3,537 | * | ||||||||||||||||||
|
Michael D. Kwiatkowski(8)
|
6,423 | 6,423 | — | 6,423 | — | * | ||||||||||||||||||
|
David L. Paradeau(9)
|
2,400 | 2,400 | — | 2,400 | — | * | ||||||||||||||||||
|
Steven H. Tishman(10)
|
2,991 | 2,991 | — | 2,991 | — | * | ||||||||||||||||||
|
Thomas A. Tracy(11)
|
17,004 | 14,390 | 2,614 | 14,390 | 2,614 | * | ||||||||||||||||||
|
All Directors and officers as a group (21 individuals)(12)
|
3,694,031 | 3,250,117 | 443,914 | 3,250,117 | 443,914 | 6.7 | ||||||||||||||||||
| * | Less than one percent of outstanding units. |
| (1) | For purposes of calculating the Percentage of Units, the number of units outstanding as of February 14, 2005 (53,481,726) plus the number of vested options to purchase units (2,029,720 in total) was used. | |
| (2) | Includes 454,626 units and options to purchase 1,010,000 units as to which Mr. Kinzel has sole voting and investment power, and 428,084 units for which he has shared voting and investment power. Included in the shared position are 383,020 units held by a corporation of which Mr. Kinzel, together with certain current and former executives of the General Partner, is a shareholder, and under Rule 13d-3 of the Securities and Exchange Commission, is deemed to be the beneficial owner of these units by having shared investment and voting power. Mr. Kinzel disclaims beneficial ownership of 331,400 of these units. The units owned by the corporation have been counted only once in the total of the directors and executive officers as a group. Does not include options to purchase 90,000 units that will not vest within 60 days from February 14, 2005. | |
| (3) | Includes 118,975 units and options to purchase 290,000 units as to which Mr. Jackson has sole voting and investment power, and 2,000 units for which he has shared voting and investment power. Does not include options to purchase 24,000 units that will not vest within 60 days from February 14, 2005. | |
| (4) | Includes 46,762 units and options to purchase 206,000 units as to which Mr. Falfas has sole voting and investment power, and 4,953 units for which he has shared voting and investment power. Does not include options to purchase 9,000 units that will not vest within 60 days from February 14, 2005. | |
| (5) | Includes 94,679 units and options to purchase 211,500 units as to which Mr. Keller has sole voting and investment power, and 383,020 units held by a corporation of which Mr. Keller, together with certain current and former executives of the General Partner, is a shareholder, and under Rule 13d-3 of the Securities and Exchange Commission, is deemed to be the beneficial owner of these units by having shared investment and voting power. Mr. Keller disclaims beneficial ownership of 346,886 of these units. The units owned by the corporation have been counted only once in the total of the directors and executive officers as a group. Does not include options to purchase 9,000 units that will not vest within 60 days from February 14, 2005. | |
| (6) | Includes 98,925 units and options to purchase 199,700 units as to which Mr. Collingwood has sole voting and investment power, and 384,920 units for which he has shared voting and investment power. Included in the shared position are 383,020 units held by a corporation of which Mr. Collingwood, together with certain current and former executives of the General Partner, is a shareholder, and under Rule 13d-3 of the Securities and Exchange Commission, is deemed to be the beneficial owner of these units by having shared investment and voting power. Mr. Collingwood disclaims beneficial ownership of 357,210 of these units. |
10
Table of Contents
| The units owned by the corporation have been counted only once in the total of the directors and executive officers as a group. Does not include options to purchase 12,800 units that will not vest within 60 days from February 14, 2005. | ||
| (7) | Includes 472 units and options to purchase 2,500 units as to which Mr. Ferreira has sole voting and investment power, and 3,537 units for which he has shared voting and investment power. Does not include options to purchase 1,900 units that will not vest within 60 days from February 14, 2005. | |
| (8) | Includes 4,223 units and options to purchase 2,200 units as to which Mr. Kwiatkowski has sole voting and investment power. Does not include options to purchase 1,900 units that will not vest within 60 days from February 14, 2005. | |
| (9) | Includes 2,000 units and options to purchase 400 units as to which Mr. Paradeau has sole voting and investment power. Does not include options to purchase 1,600 units that will not vest within 60 days from February 14, 2005. |
| (10) | Includes 2,591 units and options to purchase 400 units as to which Mr. Tishman has sole voting and investment power. Does not include options to purchase 1,600 units that will not vest within 60 days from February 14, 2005. |
| (11) | Includes 13,390 units and options to purchase 1,000 units as to which Mr. Tracy has sole voting and investment power, and 2,614 units for which he has shared voting and investment power. Does not include options to purchase 1,900 units that will not vest within 60 days from February 14, 2005. |
| (12) | The unit amounts listed include a total of 2,029,720 units of limited partner interest which all current directors and officers as a group have vested options to acquire within 60 days from February 14, 2005. |
5% or Greater Unitholders
| Amount and Nature of | Percentage | |||||||
| Name of Beneficial Owner | Beneficial Ownership | of Units(1) | ||||||
|
Darrel D. Anderson & Associates, Inc.(2)
|
3,870,566 | (2) | 7.2 | |||||
|
1 Rue St. Cloud,
Newport Beach, CA 92660 |
||||||||
| (1) | For purposes of calculating the Percentage of Units, the number of units outstanding as of February 14, 2005 (53,481,726) plus the number of vested options to purchase units (2,029,720 in total) was used. |
| (2) | Amount owned as of December 31, 2004, according to the Partnership’s tax records, by Darrel D. Anderson & Associates, Inc. and related entities and individuals listed on Annex A to the Schedule 13D dated March 8, 2004 and filed with the Securities and Exchange Commission on March 15, 2004 (collectively, the “Reporting Persons”). Under the terms of a Letter Agreement between the Partnership and the Reporting Persons, filed as Exhibit 2 to the Schedule 13D, the Reporting Persons agree to vote their Partnership Units in accordance with the Board’s recommendations in exchange for the ability to nominate a person to the Board of Directors. The Reporting Persons disclaim “group” status under Section 13(d) of the Exchange Act of 1934, and each Reporting Person disclaims beneficial ownership of any Units held by any other Reporting Person. |
Certain Relationships and Related Transactions
In connection with the reorganization of the Partnership’s
governance structure that was approved by the unitholders on
June 8, 2004, Cedar Fair Management Company
(“CFMC”) was removed as the general partner of the
Partnership and subsequently liquidated. Certain officers of the
Partnership who were CFMC shareholders
11
Table of Contents
or holders of share equivalents received Partnership units in
exchange for their CFMC interests. The officers and their
respective unit payments are as follows:
| Name and Position | Units Received | |||
|
H. Philip Bender, Vice President & General
Manager — Worlds of Fun/Oceans of Fun
|
2,630 | |||
|
Richard J. Collingwood, Corporate Vice President —
Administration
|
15,285 | |||
|
Jacob (Jack) T. Falfas, Vice President & General
Manager — West Coast Operations
|
3,944 | |||
|
H. John Hildebrandt, Vice President & General
Manager — Dorney Park & Wildwater Kingdom
|
2,630 | |||
|
Bruce A. Jackson, Corporate Vice President — Finance
and Chief Financial Officer
|
5,259 | |||
|
Daniel R. Keller, Vice President and General Manager —
Cedar Point Resort
|
20,380 | |||
|
Richard L. Kinzel, Chairman, President and Chief Executive
Officer
|
30,571 | |||
|
Larry L. MacKenzie, Vice President & General
Manager — Valleyfair
|
2,630 | |||
Richard Kinzel’s son, Bart Kinzel, Director of Food
Services — Geauga Lake, is employed by the Partnership
and receives compensation in excess of $60,000 annually. John S.
Mark, Vice President of Maintenance and Construction —
Michigan’s Adventure, is the husband of Camille
Jourden-Mark, Vice President and General Manager —
Michigan’s Adventure, and receives compensation in excess
of $60,000 annually.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires officers and Directors, and persons who own more than
ten percent (10%) of a registered class of Partnership units, to
file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, Directors and
greater than ten percent unitholders are required by SEC
regulation to furnish the Partnership with copies of all
Section 16(a) forms they file.
Based solely on a review of Forms 3 and 4 (including
amendments to such forms) furnished to the Partnership during
2004 and Forms 5 (including amendments to such forms) the
Partnership received with respect to 2004, no Director, officer,
beneficial owner of more than ten percent of the
Partnership’s outstanding units, or options convertible
into units, or any other person subject to Section 16 of
the Exchange Act failed to file on a timely basis during 2004.
Unitholder Proposals for the 2006 Annual Meeting
Any unitholder who intends to present a proposal at the 2006
annual meeting and who wishes to have the proposal included in
the Partnership’s proxy statement and form of proxy for
that meeting must deliver the proposal to the Partnership at its
principal executive offices not later than December 20,
2005. Unitholder proposals submitted after that date but before
March 4, 2006 may be presented at the annual meeting but
will not be included in the proxy materials. If a unitholder
proposal is received after March 4, 2006, the persons named
on the proxy card may vote in their discretion regarding the
proposal all of the units for which the Partnership has received
proxies for the annual meeting.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee of the Board of Directors of Cedar Fair
Management, Inc. is responsible for appointing and meeting with
the Partnership’s independent auditor and for assisting the
Board in its oversight of the financial statement reporting,
internal audit and risk management functions. Management is
responsible for the financial reporting process, including the
system of internal controls and disclosure controls, and for the
preparation of consolidated financial statements in accordance
with accounting principles generally accepted in the United
States (“GAAP”). The independent auditors are
responsible for auditing these financial statements and
expressing an opinion as to their conformity to GAAP, and for
auditing the Partnership’s internal control over financial
reporting and management’s assessment thereof. The Audit
Committee’s responsibility is to monitor and review these
processes, acting in an oversight capacity.
Members of the Committee have reviewed and discussed the audit
of the consolidated financial statements and internal controls
for 2004 contained in the Partnership’s Annual Report on
Form 10-K with management and representatives of
Deloitte & Touche LLP. In addition, the Committee
discussed with the independent auditors the matters required to
be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended. The Committee
also discussed with them their independence from CFMI and the
Partnership and its management, including the matters in the
written disclosures required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit
Committees, and considered their
12
Table of Contents
independence in connection with non-audit services provided. The
Audit Committee also reviewed with Deloitte & Touche
LLP the critical accounting policies and practices followed by
the Partnership and other material written communications
between Deloitte & Touche LLP and the management of the
Partnership, including its report on the Partnership’s
internal control over financial reporting and management’s
assessment thereof.
Based on the reviews and discussions referred to above, and in
reliance on the representations of management and the
independent auditors’ reports with respect to the financial
statements and internal controls, the Committee recommended to
the Board of Directors that the audited financial statements be
included in the Partnership’s Annual Report on
Form 10-K for the year ended December 31, 2004 for
filing with the Securities and Exchange Commission. The Board of
Directors approved the recommendation. The Committee also
reviewed management’s assessment that a control deficiency
related to accounting for income taxes constituted a material
weakness in the Partnership’s internal control over
financial reporting as of December 31, 2004, and concurred
with this assessment and the steps taken to address the
deficiency in the 2004 financial statements and those of future
periods.
Thomas A. Tracy, Chairman and Audit Committee Financial Expert
Richard S. Ferreira
Michael D. Kwiatkowski
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
The Partnership has selected Deloitte & Touche LLP
(“Deloitte”) to audit its consolidated financial
statements for the year ended December 31, 2005. Deloitte
audited the consolidated financial statements for the year ended
December 31, 2004. Representatives of Deloitte will attend
the meeting and will have the opportunity to make a statement if
they so desire or to respond to appropriate questions.
The Board of Directors of Cedar Fair Management Company, the
former general partner of Cedar Fair, L.P., acting on the
recommendation of its Audit Committee, advised
PricewaterhouseCoopers LLP (“PWC”) on March 25,
2004, that PWC was dismissed as the Partnership’s
independent public accountants for 2004. Effective
March 25, 2004, the Partnership appointed Deloitte to serve
as its independent public accountants.
PWC’s reports on the Partnership consolidated financial
statements for 2002 and 2003 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
During 2002 and 2003, and through March 25, 2004, there
were no disagreements with PWC on any matter of accounting
principles or practices, financial disclosure, or auditing scope
or procedure, which if not resolved to PWC’s satisfaction,
would have caused them to make reference to the subject matter
in their report on the financial statements for such years; and
for 2002 and 2003, and through March 25, 2004, there were
no reportable events as defined in Regulation S-K
Item 304(a)(1)(v).
PWC previously reviewed the above statement and furnished a
letter addressed to the Securities and Exchange Commission
stating that it agreed with the statement. A copy of the letter,
dated March 30, 2004, was filed by the Partnership as an
exhibit to the Form 8-K filed on March 30, 2004.
During 2002 and 2003, the Partnership did not consult Deloitte
with respect to the application of accounting principles to a
specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the
Partnership’s consolidated financial statements, or any
other matters or reportable events as set forth in
Items 304(a)(2)(i) and (ii) of Regulation S-K.
Audit Fees
The Partnership paid Deloitte and PWC $366,000 and $213,327,
respectively, for professional services rendered for the 2004
and 2003 audits of the annual financial statements and internal
control over financial reporting, the review of the financial
statements included in Forms 10-Q, and other services in
connection with statutory and regulatory filings.
13
Table of Contents
Audit-Related Fees
In 2004, the Partnership paid Deloitte and PWC $17,500 and
$108,469, respectively, in audit-related fees for services
related to the Partnership’s secondary equity offering. In
2003, the Partnership paid PWC $7,500 for the audit of its two
employee benefit plans.
Tax Fees
In 2004, the Partnership paid Deloitte and PWC $36,595 and
$302,682, respectively, in fees for services related to tax
compliance. In 2003, the Partnership paid PWC $371,935 for those
same tax services.
The Audit Committee reviews and pre-approves each audit and
non-audit service engagement with the Partnership’s
independent auditors.
WHERE YOU CAN FIND MORE INFORMATION
The Partnership files annual, quarterly and occasional special
reports with the SEC. You may read and copy any reports,
statements or other information filed at the SEC’s public
reference rooms in Washington, D.C., New York, New York,
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. SEC filings
are also available to the public from commercial document
retrieval services and at the web site maintained by the SEC at
http://www.sec.gov.
No person is authorized to give any information or make any
representation not contained in this proxy statement, and if
given or made, that information or representation should not be
relied upon as having been authorized by the Partnership, the
Board or the general partner. The delivery of this proxy
statement does not imply that there has been no change in the
information set forth in this document or in the affairs of the
Partnership or the general partner since the date of this
document.
FORWARD LOOKING STATEMENTS MAY PROVE INACCURATE
The information contained in this Proxy Statement, other than
historical information, consists of forward-looking statements.
These statements may involve risks and uncertainties that could
cause actual results to differ materially from those described
in such statements. Although the Partnership believes that the
expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors, including general
economic conditions, competition for consumer spending, adverse
weather conditions, unanticipated construction delays, and other
factors could cause actual results to differ materially from the
Partnership’s expectations.
14
Table of Contents
ANNUAL MEETING OF LIMITED PARTNERS OF
CEDAR FAIR, L.P.
May 12, 2005
PROXY VOTING INSTRUCTIONS
MAIL — Date, sign and mail your proxy card in the envelope provided as
soon as possible.
- OR -
TELEPHONE — Call toll-free 1-800-PROXIES
(1-800-776-9437) from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
(1-800-776-9437) from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
- OR -
INTERNET — Access “www.voteproxy.com” and follow the on-screen
instructions. Have your proxy card available when you access the web
page.
COMPANY NUMBER |
|||||
ACCOUNT NUMBER |
|||||
You may enter your voting instructions at 1-800-PROXIES or www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
— Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. —
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
| 1. Election of Class III Directors: | ||||||
| NOMINEES: | ||||||
o
|
FOR ALL NOMINEES | o | Darrel D. Anderson | |||
| o | David L. Paradeau | |||||
o
|
WITHHOLD AUTHORITY | |||||
| FOR ALL NOMINEES | ||||||
o
|
FOR ALL EXCEPT | |||||
| (See instructions below) | ||||||
INSTRUCTION:
|
To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: o | |
To change the address on your account, please check the box at
right and indicate your new address in the address space above.
Please note that changes to the registered name(s) on the
account may not be submitted via this method.
|
o | |
2.
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In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. This proxy, when properly executed, will be voted in the manner directed herein. | |
| This proxy when properly executed will be voted in the manner directed. If no direction is made, this proxy will be voted FOR all proposals. | ||
Please mark this box if you plan to
attend the annual meeting in person. o
Signature
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Date: | Signature | Date: | |||||||||||
Note:
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Please sign exactly as your name or names appear on this Proxy. When units are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
Table of Contents
CEDAR FAIR, L.P.
To Our Limited Partners:
You are cordially invited to attend the Annual Meeting of Limited Partners to be held at the Cedar Point Building on the campus of BGSU Firelands, Huron, Ohio, at 9:00 a.m. (Eastern time) on Thursday, May 12, 2005.
The Notice of Annual Meeting of Limited Partner Unitholders and the Proxy Statement describe the matters to be acted upon at the meeting.
Regardless of the number of units you own, your vote on these matters is important. Whether or not you plan to attend the meeting, we urge you to vote over the Internet, by telephone or by marking your choices on the attached proxy card and signing, dating and returning it by mail in the envelope provided. If you decide to vote in person at the meeting, you will have an opportunity to revoke your proxy and vote personally by ballot.
If you plan to attend the meeting, please mark the box provided on the proxy card.
We look forward to seeing you at the meeting.
RICHARD L. KINZEL
Chairman, President and Chief Executive Officer
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CEDAR FAIR, L.P.
PROXY
ANNUAL MEETING OF LIMITED PARTNERS, MAY 12, 2005
This Proxy is Solicited on Behalf of Cedar Fair L.P.’s General Partner,
Cedar Fair Management, Inc.
The undersigned hereby appoints Richard L. Kinzel and Bruce A. Jackson and each of them jointly and severally, Proxies, with full power of substitution, to vote as designated on the reverse side, all Limited Partnership Units of Cedar Fair, L.P. held of record by the undersigned on March 21, 2005, at the Annual Meeting of Limited Partners to be held on May 12, 2005, or any adjournment thereof.
THE GENERAL PARTNER RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS. The Limited Partnership Units represented by this Proxy will be voted as specified on the reverse side. IF NO DIRECTION IS GIVEN IN THE SPACE PROVIDED ON THE RESERVE SIDE, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS.
(Continued and to be signed on the reverse side)
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