Kinzel: Much Ado About Nothing, Says He

[The Interpreter]

...Dick Kinzel, Cedar Fair's president, chief executive officer and chairman of the board, says the latest corporate drama at his company could be much ado about not very much. As the Sandusky Register and other newspapers have reported, Cedar Fair's biggest investor, Q Funding, has filed SEC documents calling for a shareholder vote on whether Cedar Fair should find a new board chairman while keeping Kinzel aboard as CEO.

Kinzel, 70, points out that he's scheduled to leave around the end of 2011, anyway, and the company is actively is looking for a successor.

"I'm only going to be here one more year," he said. "I think the process will kind of take care of itself."...

The gentleman also offers his astute observations about politics and FUN, but I'll leave you to go read that...

http://www.sanduskyr...tebook111510xml (second item)

(I interpret this as a plea to just leave him alone, he's leaving anyway...can't he just serve the rest of his term and go? That's how I see him seeing it. But will Q?)

[bkroz]

And that view that he very may well have - one of "I know you don't want me here, but for God's sake, I'm almost done so let me ride it out" - would be an extraordinarily dangerous, volatile, and counterproductive stance for a CEO and a chairman to have, wouldn't it?

[The Interpreter]

Apparently he had a rather different view of things when Jack Falfas was concerned...or so it appears.

Terp, who doubts we have heard the last of that....

[Erosarrow05]

But... whats cheaper? To pay him a year of salary, or to pay him with a parachute made of golden threads that Sotheby's would no doubt sell for many millions of dollars...

The reality of the situation is - the man has worked very hard to create what Cedar Fair is today, regardless if you agree with it or not. I do not, and will not, believe he would maliciously attack and try to sabotage something he's spent so much time on...I do wish he'd 'poo poo' the distribution as a final "F-U-Q" on the way out the office door to his house... which he reaches by Jazzy Scooter or seasonal employee powered rickshaw... take your pick.

:-)

[bkroz]

The reality of the situation is - the man has worked very hard to create what Cedar Fair is today, regardless if you agree with it or not.

No question in my mind, Mr. Kinzel has done a WHOLE lot of good in creating and maintaing Cedar Fair as a fantastic operator of seasonal amusement parks. He's literally built the company, and truly created a successful business in his years at the helm.

I think the problem is that his decision making has deteriorated in the past few years. And really, look at his decisions and it's hard to disagree. It would seem that even his dedicated, hand-groomed #2 man found fault in something he had done - enough to leave an all-but-guaranteed position as a CEO of a multi-million dollar company in the wake.

Indeed, it would seem that a man who once held the good of the company (and its unit-holders) as a number one priority tried not even a year ago to quite literally make a run for it, offering $11.50 per unit and guaranteeing himself millions at the least... This for selling a company that was only so desperate as to require being sold because of his own decisions! It was literally like a legal form of thievery; a hit and run of sorts. "Sorry about making the choices that led us here - here's a few bucks for your trouble, now I'm grabbing the only parachute on board and I'll see you all on the ground... maybe."

[The Interpreter]

The odd thing is this...when there is a decision on the table to be made by unit holders, statements of the kind alleged to have been made by Mr. Kinzel are supposed to be done only in a "fully disclosed" manner, usually by proxy statements. An interview with the Sandusky Register almost certainly does not qualify. Then again, he is an operations guy...not a finance guy....

EDIT: GYK has since edited the post above mine...oddly, there were TWO parachutes aboard...you see at least one other FUN employee was guaranteed employment (or a huge golden parachute) had the Apollo deal gone through. Who, you might ask? Why, the CEO and Chairman's son, the GM at Carowinds. No other GM was to be given similar protection.

[thekidd33]

is there any information about how big the parachute for Mr. Kinzel would be? Could someone have perhaps seen the need for large sum of money on hand when the company cut their 2011 cap ex by $15 million?

[The Interpreter]

Without regard to Mr. Kinzel's new agreement with Parent, pursuant to the terms of Mr. Kinzel's current employment agreement with us, if Mr. Kinzel's employment is terminated by the Company other than for cause (as defined in the employment agreement) or by Mr. Kinzel if he incurs a "deemed termination" (as defined in the employment agreement), in each case, within 24 months following a change in control, subject to a release of claims, Mr. Kinzel would receive:

• the greater of (A) three times his average annual cash compensation (as defined above), for the three years preceding the year in which the change in control occurred, less $1.00; and ( B ) the sum of: (i) his annual base salary earned but unpaid through the date of termination; (ii) an amount equal to the present value, using a reasonable interest rate, of his annual base salary on the date of termination that he would have received had he remained employed for the term of the employment agreement (which term expires January 2, 2012); (iii) an amount equal to the present value, using a reasonable interest rate of the average incentive compensation that Mr. Kinzel received under the incentive plans during the three years preceding the termination multiplied by the number of years or prorations of years remaining on the employment agreement; and (iv) Mr. Kinzel becoming immediately vested in any award or right, interest or option relating to units awarded pursuant to the incentive plans. Cash payments are to be made within 60 days following the date of termination;

• lifetime health care coverage, a supplement to Medicare and reimbursement of any expense for Medicare for Mr. Kinzel and his spouse as detailed in the employment agreement;

• maintenance of a $2,000,000 term life insurance policy on the life of Mr. Kinzel for the benefit of his designee until July 23, 2018;

• life, disability and accident benefits on terms no less favorable than those provided to our other officers for the longer of (i) the period ending January 2, 2012 or (ii) three years, or if shorter, until Mr. Kinzel is re-employed;

• fringe benefits on terms no less favorable than those received by our other officers until January 2, 2012; and

• gross-up payments to reimburse Mr. Kinzel for certain excise taxes he may incur under Sections 280G and 4999 of the Code with respect to amounts vested or accelerated pursuant to his employment agreement.

http://www.sec.gov/A...43/ddefm14a.htm

[thekidd33]

^Nice of them to include emoticons in their SEC filings. So much for Mr. Kinzel being out of touch!

[The Interpreter]

That's what this website does to a b in parentheses.....

I sort of fixed it now...

[thekidd33]

Hahaha I figured, bet that would have thrown the guys (and gals) at SEC off just a tad though.

[CoastersRZ]

The real issue will be what will Kinzel`s impact on the company be if he is left in control for another year? Will he be a lame duck that will hurt the company going forward, or will paying his severance, while expensive, actually be in the best interests of the company?

Cedar Fair`s per cap spending has been down for several quarters in a row now. It doesn`t take a rocket scientist to figure out that they are charging way too much for F&B and that the quality simply isn`t there to justify the premium food prices. Especially given the economy, Cedar Fair hasn`t seemed to pick up on the value proposition. They have a large season pass fan base (particularly at the former Paramount Parks), but do not even offer these patrons discounts on food. If they were to offer discounts on food items to said pass holders, they may very well end up buying food in the park, as opposed to camping out in the parking lot with packed sandwiches. Keeping paying customers inside the park and spending money can only benefit the per caps spending, and in turn the bottom line. Yes, the profit margins may take a hit, but margins alone do not make a successful business. Not to mention, the good old Econ 101 study of supply and demand and profit maximization will tell you that the way to maximize profits is not to charge extremely high prices.

But I digress. All I can say, is hold onto your seats, this could get very interesting in the coming weeks and months!

[The Interpreter]

I'm still stunned the gentleman is out making statements like this one knowing a proxy statement for management is being prepared. Speechless, it left me. Not a common state for the Terpy.

[CoastersRZ]

I found it a little odd too. Can he get in trouble for talking to the media about a proxy statement like this, without going through a proxy statement filed with the SEC? Is he a loose cannon right now just venting that someone wants to strip him of his "country club" environment that he has worked so hard to build?

[The Interpreter]

The same gentleman who had a discussion with Apollo about the sale of "his" company at a TGIFridays on park property in open public? Securities law says that disclosures that can affect the value of the company stock (in this case units) must be made only in a "fully disclosed" environment. Neither the Sandusky TGIFridays nor the Sandusky Register comes close to meeting that requirement. A press release does (which is one reason PR Newswire exists). A conference call adequately advertised does. But an interview to the local rag does not...especially with a friendly reporter like Mr. Jackson, who may have once upon a time published a critical word about FUN. Maybe.

[RaptorGuy]

I hope they will go outside of the bounds of the company fold to hire a new CEO. I'd like for them to maybe consider Jane Cooper! I think she would be an awesome CEO

for Cedar Fair. Then we would have things back to Paramount style days, but with some of the CF style situations. I vote for HER to be next CEO of Cedar Fair Entertainment!

Anyone second that?

[markr]

I have read a good deal of negative posts on here about Dick Kinzel. Perhaps he has made mistakes in recent years but I think we should still acknowledge as park enthusiasts that a lot of the great rides that we take for granted now are a result of his vision: Magnum XL 200, Raptor, Millenium Force, Top Thrill Dragster, Maverick, Diamondback. I am not speaking as a money man, I just think we should give the man credit where credit is due.

[Captain Picard]

Like Dick said in the last 30 seconds.

www.youtube.com/watch?v=0rlpsjzRncU