The Interpreter Posted January 25, 2011 Author Share Posted January 25, 2011 http://www.sanduskyregister.com/sandusky/2011/jan/24/facing-pressure-stockholders-kinzel-resigns-chairman The article now has the most interesting comments I think I have ever seen on any article. Wow. Must be read to be appreciated. Quote Link to comment Share on other sites More sharing options...
KIfan1980 Posted January 26, 2011 Share Posted January 26, 2011 From the article: “The board has agreed to review the distribution strategy during the 2011 first quarter in combination with our 2010 full-year results,” Kinzel said. “As part of that process, we will consider all options available under our current capital structure with respect to the payment of future distributions.” As Chairman of the Board, shouldn't Mr. Harvie be making this statement? It will be interesting to see how the communication from Sandusky changes (or doesn't) with the changes in positions and titles - this will give a real indication to me of whether there is any real change or not. Quote Link to comment Share on other sites More sharing options...
Leland Wykoff Posted January 26, 2011 Share Posted January 26, 2011 Concerning the rumors of a Six Flag's merger. These rumors can be tracked down to one specific location: the Corporate Headquarters of Cedar Fair Entertainment. Google, call industry folks, read the Wall Street Journal. No one, other than Kinzel and Company, are suggesting such a combination. This is an attempt to spin the news and play on fears held by Ohio unitholders. It is a subtle telegraphing of the message Sandusky is at risk of loosing the Corporate Headquarters of CF. No doubt some PR professionals helped formulate the "messaging" and development of this tactic.* They are attempting to Rob shareholders of support for on-going unitholder proposals. Such cynical moves by Cedar Fair are rightly dismissed by local unitholders. Cedar Fair presents itself as desperate and out of options when it employees such sad tactics. Good catch by KIfan1980 above. Discussions of Board policy directives should not be coming from Mr. Kinzel. Rather they should come from the Chair(man) of the Board. *http://www.dix-eaton.com/news/entries/dix-eaton-adds-17-clients-in-five-states/ Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted January 26, 2011 Author Share Posted January 26, 2011 (I wondered how long it would be before we heard from Mr. Wykoff again....Now, if only we could attract some Q people...a diversity of opinions on any board is...a very good thing) As to PR professionals, there were and are many on Cedar Fair's internal staff, but perhaps their heart really wasn't in this...more likely, Mr. Kinzel would not trust them with such an important task, near and dear to his heart and...pocketbook. Quote Link to comment Share on other sites More sharing options...
Leland Wykoff Posted January 26, 2011 Share Posted January 26, 2011 Yes, a diversity of opinion and views is challenging and rewarding. The recent posts here are most insightful and thought provoking. It is a joy to read, consider, and participate. Cedar Fair fails to inform us how much salary Mr. Kinzel voluntarily gave up when he relinquished his role as Chair(man) of the Board. Likewise CF fails to inform us how much additional compensation Mr. Harvie will take to pick up the duties of Board Chair. Given Cedar Fair has overcompensated directors in the past this is an interesting area to explore. At last years Annual Unitholder Meeting it was reviled, under tight questioning by a lady unitholder, CF had paid directors full meeting fees for each and every telephone conference call concerning the failed Apollo merger attempt. Thousands of dollars were paid directors for every 5 minute phone call. It is not clear Cedar Fair has stopped the practice of full director meeting pay for phone calls. At the Unitholder Annual Meeting Kinzel promised to look into it and make a recommendation. This is an example of the Board Country Club atmosphere we hear so much about when reading SEC filings. No expense was spared the Board when in Sandusky for the Unitholder Meeting that they attempted to cancel hours before the meeting. The Board could have been quartered, for very little cost, at the open and operating Cedar Point Castaway Bay property. They were not. The company paid to host them elsewhere. Castaway Bay had plenty of rooms available. But that was not good enough for the Board. Kinzel spent money to house them elsewhere. Cedar Fair has, as The Interpreter points out, an army of in house Public Relations staff. But they have gone outside, at great expense, to hire extra guns. This action was taken prior the the Annual Unitholders Meeting. The meeting featured new tight rules designed to virtually eliminate any meaningful Unitholder input, concerns, or questions. They ran the meeting with an iron fist. It is little wonder they now find themselves in the situation where Unitholders call special meetings and force change upon the Board. As my mother used to say, "Son, you have made your bed. Now you must lay in it." Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted January 29, 2011 Author Share Posted January 29, 2011 A very accurate account here: http://www.coaster-net.com/newsandreleases.php?action=displayitem&newsid=1317 Given some of the other things I have seen posted there in the past, I must say I am impressed... Quote Link to comment Share on other sites More sharing options...
RingMaster Posted January 29, 2011 Share Posted January 29, 2011 I find it interesting that both the Sandusky Register and Cedar Fair are calling Q out for wanting a merger with Six Flags, when it was Q themselves that helped prevent said same possible merger in the form of the proposed Apollo deal. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 4, 2011 Author Share Posted February 4, 2011 Q INVESTMENTS WANTS ANOTHER MEETING: http://www.sec.gov/A...proxy020211.htm ...The company filed a preliminary proxy statement today at the Securities and Exchange website, demanding another special meeting of unitholders. It is asking to amend the company's policies to allow investors to nominate members of the company's board of directors....The SEC filing by Fort Worth investment banker Geoffrey Raynor claims that Cedar Fair is one of the few large publicly-traded companies that insists that unitholders do not have the right to nominate members of the board. http://www.sanduskyr...another-meeting Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted February 4, 2011 Share Posted February 4, 2011 So who is going to pay for this special meeting? And no mention of the failed increase to the cash distribution? And while Cedar Fair is a publicly traded company, it is also an LP, which is different than the way most public companies are structured. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 5, 2011 Author Share Posted February 5, 2011 At least two sides to this one, the Toledo Blade weighs in with its news story: http://toledoblade.com/apps/pbcs.dll/article?AID=/20110204/BUSINESS03/102030369 Quote Link to comment Share on other sites More sharing options...
Leland Wykoff Posted February 5, 2011 Share Posted February 5, 2011 Unitholders may call virtually unlimited Special Unitholder Meetings. Like all expenditures of Cedar Fair, ultimately it is Unitholders whom bear the costs, and pay the bills. Management will soon start whining about the money the company must spend to hold the Special Meeting. Kinzel will suggest it is a waste of resources and takes precious funds away from paying off debt. Pay no attention to this whining. Mr. Kinzel recently oversaw a Cedar Fair gift of half a million dollars to a high school football program. Unitholder Meetings are much more reasonable and clock in at less than two hundred thousand dollars. So we can have two and a half meetings for the same money as a high school sports program can put down a new field. Good corporate governance practices require Unitholders be able to nominate, and elect, in fair, contested elections Members of the Board of Directors. This is not the current case--if one is to believe the interpretation of the CF Board. Here is the short version of the BOD story: the Board has the sole power and authority to nominate candidates to the Board. Those candidates are then elected to the Board no matter how few votes they receive. A candidate is elected with as little as a single Unit vote. All other votes could be withheld, and yet the candidate would be elected. This procedure is designed to disenfranchise the capital investors. Literally the Unitholders votes do not count. It is a rigged election. The Board faces no opposition. Its candidates can not be defeated. Sounds kind of like Egypt, doesn't it? Concerning the dividend "failed" vote. The vote very nearly passed. Less than one percent more would have secured its passage. But it represents as-good-as-a-win for Unitholders. Management knows an army of Unitholders is at the company gates ready to march upon them again. Management must be having visions of the villagers with pitch-forks and torches from the movie Frankenstein. Given the reality of just a slim sliver shy of fifty percent supporting the dividend increase vote, Management and the Board know not to rock this boat. Effectively they have lost the vote on this issue as well. Of course, if they insist, Unitholders might very well be happy to call a third Special Unitholder Meeting to clear it up for them. Mubarak is grasping at straws to maintain control of Egypt. Will Mr. Kinzel look as desperate, and despot, struggling to hang on to absolute control of Cedar Fair? Cedar Fair can end the call for the Special Meeting by negotiating with Unitholders and reaching an agreement to reform the nomination and election of Unitholders Board Members. Perhaps CF will not, as they did last time, layer more costs upon the company by forcing a lawsuit in order to schedule the time and date of the meeting. Perhaps CF will wake up and smell the coffee. Perhaps CF will simply do the right thing. Quote Link to comment Share on other sites More sharing options...
Erosarrow05 Posted February 5, 2011 Share Posted February 5, 2011 Leland, The question begs to be asked... Who are you to decide what the "right thing" is? It seems to me that someone who wanted to argue Q's position would choose their words a little more carefully and not try to sound so, for the lack of a better word, snarky. I may be alone here, but reading your comments and thinking how I couldn't take you seriously as you write as though you are in a country club setting or something. You know... The difference between 2.5 unitholder meetings and on new high school athletic field ... is that the high schoolers will actually benefit from every dollar spent. I have to assume it went to Sandusky HS, which if so, couldn't be more a deserving locale. It seems like when Q doesn't get what they want, they arrogantly ****** and moan* and threaten yet another special meeting. Im sorry, Im not a unit holder and its outrageously tiresome trying to listen to someone tell me they deserved to be payed a dividend while corporate debt is as fragile as a faberge egg. It makes no sense to me, and I doubt anyone will be able to sway my opinion otherwise and I guess thats just because common sense leads me to that decision. Lastly, Leland... if you don't like the way Cedar Fair is run you should have thought about that before dumping your money into a company you yourself should have done research on to understand their corporate structure and how members are elected to the board. From everything I see, while it may not be the popular trend in corporate america today, they are well within their rights to tell you to "kiss off" as Q would most likey do in a less-than-tastefully worded full page add - But I give Cedar Fair a little more credit than I give Q - and of course by a little I mean about an "Oasis of the Seas" more credit. My opinion may not be shared by all, or any, thats fine as it is my opinion. To be perfectly honest I usually find myself staying somewhat neutral on most topics I choose to reply to, but I would be remiss to not say there is something about Q and all its minions that doesn't sit well with me, and makes me feel like they are trying to rape Cedar Fair of the money they can, while they can and then get out of town. I feel, in essence, like Im watching a modern day witch hunt and its appalling. Just my thoughts - in written form ... So ... how bout them Bengals...??? Anyone? ... Anyone? .... ;-) Quote Link to comment Share on other sites More sharing options...
IndyGuy4KI Posted February 5, 2011 Share Posted February 5, 2011 Leland, The question begs to be asked... Who are you to decide what the "right thing" is? It seems to me that someone who wanted to argue Q's position would choose their words a little more carefully and not try to sound so, for the lack of a better word, snarky. I may be alone here, but reading your comments and thinking how I couldn't take you seriously as you write as though you are in a country club setting or something. You know... The difference between 2.5 unitholder meetings and on new high school athletic field ... is that the high schoolers will actually benefit from every dollar spent. I have to assume it went to Sandusky HS, which if so, couldn't be more a deserving locale. It seems like when Q doesn't get what they want, they arrogantly ****** and moan* and threaten yet another special meeting. Im sorry, Im not a unit holder and its outrageously tiresome trying to listen to someone tell me they deserved to be payed a dividend while corporate debt is as fragile as a faberge egg. It makes no sense to me, and I doubt anyone will be able to sway my opinion otherwise and I guess thats just because common sense leads me to that decision. Lastly, Leland... if you don't like the way Cedar Fair is run you should have thought about that before dumping your money into a company you yourself should have done research on to understand their corporate structure and how members are elected to the board. From everything I see, while it may not be the popular trend in corporate america today, they are well within their rights to tell you to "kiss off" as Q would most likey do in a less-than-tastefully worded full page add - But I give Cedar Fair a little more credit than I give Q - and of course by a little I mean about an "Oasis of the Seas" more credit. My opinion may not be shared by all, or any, thats fine as it is my opinion. To be perfectly honest I usually find myself staying somewhat neutral on most topics I choose to reply to, but I would be remiss to not say there is something about Q and all its minions that doesn't sit well with me, and makes me feel like they are trying to rape Cedar Fair of the money they can, while they can and then get out of town. I feel, in essence, like Im watching a modern day witch hunt and its appalling. Just my thoughts - in written form ... So ... how bout them Bengals...??? Anyone? ... Anyone? .... ;-) I agree with you Erosarrow05. I think both parties are at a fault in this situation for I don't think either party has disclosed all of their intentions or worked well together, especially Q! With everything I have read that Q is doing, it still does not add up except for greed and power that I do not think they are legally granted as a until holder. It really seems to me that Q is not thinking of the long term for CF, but just the short term for the unit holders. I really think Q has the ability to make CF a better investment company for their unit holders by working with CF on understanding their financial goals. It seems to me that Q would be glad that CF is working on their debt and making sure the company is financially stable so they have a solid company to invest in for years to come. That to me would be more important than a higher distribution this year for it's unit holders. It seems that Q cant see 2 days past it's distribution. Like I said before, if Q runs CF in the ground with costing the company millions to hold these meetings and legal fees, distributions, and the company has to file bankruptcy. How much does Q calculate their units will be worth then? Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted February 5, 2011 Share Posted February 5, 2011 I agree that paying down the debt is and should be a high priority for the long term stability of the company. (And yes, I own some units in Cedar Fair, so that view point directly impacts me in that I receive smaller cash distributions). I find it odd that Q appears (at least from Cedar Fair`s viewpoint), to not want to have an open line of communication with them. And I agree that Qs intentions so far seem a little near sighted as opposed to the long term health of the company. Will Cedar Fair be a better place with the CEO and chairman roles separated? I think eventually that will be the case once there is a new CEO installed. Right now though, I think the move Cedar Fair did side stepped the issue and was actually more just a change in titles, and will have relatively little impact on the day to day business of the company. I think this will be an important year for Cedar Fair. Not just because they will announce a new CEO to lead the company in the future. How much debt will they be able to repay this year? Will they work successfully with Q or will Q remain a thorn in their side, that as you stated Brad, could cost them millions of dollars on special meetings, with little or no impact to the unit holders. Most importantly, it will be interesting to see what kind of year the parks have this year. Cedar Fair is coming off of a pretty successful 2010, after the dismal 2009. Will they be able to sustain the momentum they had in 2010? Will the WindSeeker rides they are installing draw in big crowds? Especially since both Cedar Point and Kings Island are installing the same ride, and they share the Columbus market? Only time will tell. It will certainly be an interesting ride. Is it April 30th yet? Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 7, 2011 Author Share Posted February 7, 2011 http://www.cleveland...investor_c.html http://www.sec.gov/Archives/edgar/data/811532/000089742311000016/prelimproxy020211.htm Quote Link to comment Share on other sites More sharing options...
IndyGuy4KI Posted February 8, 2011 Share Posted February 8, 2011 http://www.cleveland...investor_c.html http://www.sec.gov/A...proxy020211.htm It seems that no matter how many "Meetings" they hold I don't think they are going to change their bylaws to oblige to Q's requests. What do you think Terpy? Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 8, 2011 Author Share Posted February 8, 2011 Remember, Q already got to put two people on that Board, yet the last proposals were unanimously opposed by that Board.... Some things are just too hard to predict accurately... Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 8, 2011 Author Share Posted February 8, 2011 http://morningjournal.com/articles/2011/02/08/news/mj4074987.txt?viewmode=fullstory Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 8, 2011 Author Share Posted February 8, 2011 On February 8, 2011, the Reporting Persons sent the following letter to the Issuer's Board of Directors: Dear Gentlemen: It has come to our recent attention that there may have been a serious violation of the federal securities laws by this company in 2004. As such, we feel it necessary to inform the Board of this apparent wrongful conduct promptly. After hearing Mr. Kinzel state publicly at the Special Meeting that unitholders do not have the right to nominate directors, we reviewed the original 2004 proxy statement (issued to all unitholders as background information for a vote to completely amend and restate the partnership agreement) and found significant discrepancies. In the 2004 proxy statement, the following statements were made: "The Board of Directors has decided that it is desirable to transition the Partnership's governance structure to a system where the unitholders will have a meaningful opportunity to participate in the governance of the limited partnership." "The Board of Directors determined that the current procedure for electing the Board was no longer appropriate for the Partnership and should be changed to more closely resemble the governance approach of other successful publicly held companies." Any reasonable person reading these and the many similar comments in the 2004 proxy (a total of 17 similar statements were made by our count) would conclude that the Board was promising unitholders an increased say in the governance of the company and that the right to elect the Board of Directors was something to be valued - after all, the company spent pages and pages of the proxy statement bragging about how "meaningful" this right was that they were now bestowing upon unitholders. However, one incredibly important fact was left out, and should it be discovered that it was intentionally left out, there may be a case for securities fraud here. The missing ingredient was the fact that the governance restructuring was designed to preclude unitholders from nominating directors. And the only reference you make to this point is to say one time in the entire document that "currently no procedure exists for unitholders to nominate directors," which implies that while there is currently no procedure in place, there will be shortly - not that there never will be. Why is this so important? Because without the right to nominate, the right to elect in a plurality voting system (as opposed to a majority voting system) means nothing, and all the bragging about better governance and its benefits for the unitholders becomes misleading. For example, if the Board were to hypothetically nominate Bernie Madoff for an open slot, there could be no competing candidates offered to unitholders to oppose him. Now suppose every single unitholder withholds its votes for Mr. Madoff as one would suspect they might. That means that 55 million units do not want Mr. Madoff elected to this company's Board. However, all it takes is one single vote. Just one vote!!! As long as one single unit casts its vote for Mr. Madoff (presumably cast by management since they nominated Mr. Madoff in the first place and they own a few shares), then Mr. Madoff would be elected to this Board. Unitholders would be powerless to stop this. The key is that unitholders can only withhold their 55 million votes. They cannot vote for someone they actually like - precisely because they are prevented from nominating candidates. Does this sound as though it is consistent with the best practices of other successful publicly held companies as the company boasted in its proxy statement to unitholders? Having board members elected by plurality can only be good governance if the unitholders also have the ability to nominate competing candidates. It is one thing to practice bad corporate governance by withholding the right to nominate directors. Up until this point, this has been the issue we have been vocal about. However, it is a completely different ballgame to neglect to mention this all-important detail while simultaneously representing to unitholders in a public proxy statement that if they vote for your plan they will actually be gaining some sort of rights and improving their ability to influence the governance of their company when in fact they gain absolutely nothing of value. The first action is merely reprehensible. The second action could possibly border on fraud, depending on the intent of those involved. Given the possible ramifications if fraud were involved in misleading unitholders in the 2004 proxy statement by those members of the Board at the time, and given any possible civil, derivative or criminal actions that might arise from such potential fraud, we feel it is necessary for the protection of Cedar Fair unitholders and employees that the Board establish a special committee of independent directors to examine the actions taken by the Board and the ensuing disclosure in 2004. This special committee should retain independent legal counsel to assist it. Should wrongdoing be confirmed, we would expect the company to take prompt corrective measures, including the possible resignations of board members involved in approving the disclosures and disciplining members of management responsible. The directors on the Board at the time these actions were taken include Richard Kinzel, Richard Ferreira, David Paradeau, Michael Kwiatkowski, and Steven Tishman. It saddens us to have to bring to your attention such serious charges. However, given the potential enormity of harm to the company and its unitholders, prompt remedial action is necessary. Sincerely yours, Q Funding III and Q4 Funding http://www.sec.gov/A...rfair13da17.htm Quote Link to comment Share on other sites More sharing options...
Carowinds2005 Posted February 9, 2011 Share Posted February 9, 2011 Q has just pushed the big red button. Quote Link to comment Share on other sites More sharing options...
Captain Picard Posted February 9, 2011 Share Posted February 9, 2011 It was just in the news today about how some are getting paid big bucks for fraud information. Quote Link to comment Share on other sites More sharing options...
Leland Wykoff Posted February 9, 2011 Share Posted February 9, 2011 NEWS SCOOP! Cedar Fair is reported to be working to refinance, or adjust the terms of, debt due in 2016. The official news of the deal is due February 11th. The company is believed to be able to save over $11 million annual from interest and finance charges. This will free more cash for enhanced dividend payments. In addition it is believed excessively restrictive limits on dividend/distributions will be relaxed. Unitholders may thank the retail and institutional shareholders who have worked so tirelessly to reform the business dealings of the company. Yet again, Unitholders have demanded these changes and management has been forced to follow. The bonus for these savings belong to Unitholders not management. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 9, 2011 Author Share Posted February 9, 2011 http://247wallst.com...inment-company/ Separately, as to Leland's post, see: http://www.KICentral.com/forums/index.php?showtopic=22321&view=findpost&p=415560 Quote Link to comment Share on other sites More sharing options...
Leland Wykoff Posted February 10, 2011 Share Posted February 10, 2011 My apologies to the Interpreter. The "scoop" belongs to him. I was unaware of the new thread and thus did not know he had posted this gem before me. Props to the Interpreter for a fuller explanation of the debt structure issues as well as an excellent review of a popular press misreporting on the details of an earlier refinance effort (please see his post referenced above). All of this refinancing of debt leaves one to question: Why did Cedar Fair and Mr. Kinzel claim, as a partial justification for the failed Apollo merger, the Company faced a liquidity problem which could not be solved by refinancing with our lenders? The same proxy disclosed Apollo planned to refinance the existing debt and piling on additional debt, with our own lenders. How could it reasonably be the stranger to the deal had a better relationship with our bankers than we did? If management failed in such significant relationship maintenance tasks with our bankers why should they continue to be employed by the company? Cedar Fair refinanced debt to pay the paltry sum of a twenty-five cent dividend annually after the shareholder revolt. However, they engaged in an expensive deal, and agreed to restrictive covenants limiting dividends/distributions. Management should be subject to questioning as to why they agreed to both "costs." It is almost as if they intentionally retarded the ability of the company to pay a healthy distribution. Now news leaks out about a brand-spanking-new refinance deal which may allow for enhancing distributions with a two prong approach. Possibly just in time to announce during the quarterly conference call Tuesday. Suppose Cedar Fair's Board and Management are aware the villagers are poised at the gates with pitch forks and torches? Quote Link to comment Share on other sites More sharing options...
Dalefan Posted February 10, 2011 Share Posted February 10, 2011 On February 8, 2011, the Reporting Persons sent the following letter to the Issuer's Board of Directors: Dear Gentlemen: It has come to our recent attention that there may have been a serious violation of the federal securities laws by this company in 2004. As such, we feel it necessary to inform the Board of this apparent wrongful conduct promptly. After hearing Mr. Kinzel state publicly at the Special Meeting that unitholders do not have the right to nominate directors, we reviewed the original 2004 proxy statement (issued to all unitholders as background information for a vote to completely amend and restate the partnership agreement) and found significant discrepancies. In the 2004 proxy statement, the following statements were made: "The Board of Directors has decided that it is desirable to transition the Partnership's governance structure to a system where the unitholders will have a meaningful opportunity to participate in the governance of the limited partnership." "The Board of Directors determined that the current procedure for electing the Board was no longer appropriate for the Partnership and should be changed to more closely resemble the governance approach of other successful publicly held companies." Any reasonable person reading these and the many similar comments in the 2004 proxy (a total of 17 similar statements were made by our count) would conclude that the Board was promising unitholders an increased say in the governance of the company and that the right to elect the Board of Directors was something to be valued - after all, the company spent pages and pages of the proxy statement bragging about how "meaningful" this right was that they were now bestowing upon unitholders. However, one incredibly important fact was left out, and should it be discovered that it was intentionally left out, there may be a case for securities fraud here. The missing ingredient was the fact that the governance restructuring was designed to preclude unitholders from nominating directors. And the only reference you make to this point is to say one time in the entire document that "currently no procedure exists for unitholders to nominate directors," which implies that while there is currently no procedure in place, there will be shortly - not that there never will be. Why is this so important? Because without the right to nominate, the right to elect in a plurality voting system (as opposed to a majority voting system) means nothing, and all the bragging about better governance and its benefits for the unitholders becomes misleading. For example, if the Board were to hypothetically nominate Bernie Madoff for an open slot, there could be no competing candidates offered to unitholders to oppose him. Now suppose every single unitholder withholds its votes for Mr. Madoff as one would suspect they might. That means that 55 million units do not want Mr. Madoff elected to this company's Board. However, all it takes is one single vote. Just one vote!!! As long as one single unit casts its vote for Mr. Madoff (presumably cast by management since they nominated Mr. Madoff in the first place and they own a few shares), then Mr. Madoff would be elected to this Board. Unitholders would be powerless to stop this. The key is that unitholders can only withhold their 55 million votes. They cannot vote for someone they actually like - precisely because they are prevented from nominating candidates. Does this sound as though it is consistent with the best practices of other successful publicly held companies as the company boasted in its proxy statement to unitholders? Having board members elected by plurality can only be good governance if the unitholders also have the ability to nominate competing candidates. It is one thing to practice bad corporate governance by withholding the right to nominate directors. Up until this point, this has been the issue we have been vocal about. However, it is a completely different ballgame to neglect to mention this all-important detail while simultaneously representing to unitholders in a public proxy statement that if they vote for your plan they will actually be gaining some sort of rights and improving their ability to influence the governance of their company when in fact they gain absolutely nothing of value. The first action is merely reprehensible. The second action could possibly border on fraud, depending on the intent of those involved. Given the possible ramifications if fraud were involved in misleading unitholders in the 2004 proxy statement by those members of the Board at the time, and given any possible civil, derivative or criminal actions that might arise from such potential fraud, we feel it is necessary for the protection of Cedar Fair unitholders and employees that the Board establish a special committee of independent directors to examine the actions taken by the Board and the ensuing disclosure in 2004. This special committee should retain independent legal counsel to assist it. Should wrongdoing be confirmed, we would expect the company to take prompt corrective measures, including the possible resignations of board members involved in approving the disclosures and disciplining members of management responsible. The directors on the Board at the time these actions were taken include Richard Kinzel, Richard Ferreira, David Paradeau, Michael Kwiatkowski, and Steven Tishman. It saddens us to have to bring to your attention such serious charges. However, given the potential enormity of harm to the company and its unitholders, prompt remedial action is necessary. Sincerely yours, Q Funding III and Q4 Funding http://www.sec.gov/A...rfair13da17.htm Q has already ticked off Cedar Fair. This will only make it worse. Lol. Q isn't getting there way at all with Cedar Fair. So they now have to pull stuff like this so they can take over the Cedar Fair board, get more money from Cedar Fair and think that no one will see what is going on. It looks bad on Q that they are filing stuff with the sec over something that they say happened in 2004. How do we all know that Q didn't make any of that stuff up? Q has been doing everything they can to screw Cedar Fair in some way. And it's funny that they started this stuff with only a year or 2 to go on the ceo's contract. If Q don't back down, i got a filling that the next news story we see is Q getting sued by Cedar Fair for the stuff they are pulling. And if i was the ceo, i would buy up more then half of the Cedar Fair stock when i retire to stop Q from doing anything. If you own more then half of the stock of anything, you can tell the company what to do. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 10, 2011 Author Share Posted February 10, 2011 Not at Cedar Fair LP, you can't. You could own 100 percent of Cedar Fair LP and have NO say in the day to day management or overall management of a limited partnership. Management is the right of the general partner. NO investor has the right to TELL Cedar Fair LP what it can do except the general partner, Cedar Fair Management, Inc. And yet, Cedar Fair HAS abided by the unit holder resolutions that have passed...putting two board members on the Board, having the Chairman resign and naming a new, 'independent' chairman, even attempting to refinance to allow higher distributions (even though that resolution was narrowly defeated). Even Cedar Fair LP's representatives have said again and again these resolutions are nonbinding, yet they are following them...Why? Why, indeed? In addition, note that Cedar Fair LP has adopted 'poison pill' provisions to make a takeover very, very difficult, but not impossible. There are also numerous SEC provisions that kick in at 20 percent ownership, which is probably one reason that Q and Co. have stayed below that...so far. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 11, 2011 Author Share Posted February 11, 2011 FUN filed an 8K with the SEC today, the important part of which follows: On February 9, 2011, the Company made the following statement: "Q Funding has filed a document with the SEC suggesting that members of the Board of Directors of Cedar Fair violated federal securities laws in 2004. We believe these accusations are false and without merit. We clearly described our nomination policy in the 2004 proxy statement and we were also clear that a nomination process was not part of the proposed 2004 governance changes. Every annual meeting proxy statement that Cedar Fair has filed since 2004 has also included clear language to this fact. Due to the significance of Q Funding's accusations, which we vehemently deny, we have referred this matter to legal counsel for further review. Given the seemingly never-ending barrage of misleading accusations and threatening filings from Q Funding, it is clear to us that they are determined to disrupt our ongoing CEO search and distract management from executing its growth strategy for the business. We have repeatedly requested and remain hopeful that Q's management will agree to meet with us face to face to engage in a productive discussion rather than continue its campaign to denigrate the leadership of the company in what we can only conclude is a subversive effort to push its self-serving agenda at the expense of the company's other unitholders." http://www.sec.gov/A...5/item7018k.htm In light of my previous post, perhaps most instructive is WHO signed the filing: Cedar Fair, L.P. By Cedar Fair Management, Inc., General Partner By:/s/ Peter J. Crage Peter J. Crage Executive Vice President - Finance and Chief Financial Officer Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted February 11, 2011 Share Posted February 11, 2011 Are you referring to the fact that it was signed by Cedar Fair Management Inc, the general partner, or the fact that the CEO did not sign it, but rather the CFO? I find it a little odd that the CFO would be signing such things and not the CEO. I`m sure there is a reason behind Crage signing it though... Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 11, 2011 Author Share Posted February 11, 2011 Yes, both are rather strange. And the wording of this statement is clearly meant to imply that legal action against Q is itself forthcoming. This one may get nastier and nastier before it gets over. Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted February 11, 2011 Share Posted February 11, 2011 The question I have is, why had Q chosen not to talk directly with Cedar Fair? What is their true aim here? While I think some of the changes they have sparked have been good (ie, not selling the company at $11.50 a unit), I think some of their motives may not lie with the true best interests of the long term future of the company. Quote Link to comment Share on other sites More sharing options...
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