Q, FUN & SPECIAL MEETINGS, THE FUN CONTINUES

[The Interpreter]

The refi continues (the small one, $405 million):

http://www.sec.gov/A...107896/ds4a.htm

[The Interpreter]

The refi continues, now with opportunity to trade notes for registered, freely tradable ones registered under the Securities Acts (which the previous ones were not...this on the smaller series, $405 million):

http://www.sec.gov/A...0403/d424b3.htm

[The Interpreter]

DATE, TIME and LOCATION of SPECIAL MEETING SET:

SANDUSKY, Ohio, May 3, 2011 -- Cedar Fair Entertainment Company (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, announced today that its Board of Directors has scheduled a Special Meeting of Unitholders to be held on June 2, 2011 at 9:00 a.m. Eastern Time, at which Unitholders as of the close of business on April 11, 2011 will be entitled to vote on two proposals regarding the nomination of Directors. The Special Meeting of Unitholders will be held at the Cedar Point Center at BGSU Firelands College, One University Drive, Huron, Ohio.

About Cedar Fair

Cedar Fair is a publicly traded partnership headquartered in Sandusky, Ohio, and one of the largest regional amusement-resort operators in the world. The Company owns and operates 11 amusement parks, six outdoor water parks, one indoor water park and five hotels. Amusement parks in the Company's northern region include two in Ohio: Cedar Point, consistently voted "Best Amusement Park in the World" in Amusement Today polls, and Kings Island; as well as Canada's Wonderland, near Toronto; Dorney Park, PA; Valleyfair, MN; and Michigan's Adventure, MI. In the southern region are Kings Dominion, VA; Carowinds, NC; and Worlds of Fun, MO. Western parks in California include: Knott's Berry Farm; California's Great America; and Gilroy Gardens, which is managed under contract.

Additional Information

This may be deemed to be solicitation material in respect of the Company's Special Meeting of Unitholders scheduled for June 2, 2011. On May 3, 2011, in connection with the Special Meeting, the Company filed a definitive proxy statement and a form of proxy with the SEC and the definitive proxy statement and a form of proxy will be mailed on or about May 4, 2011 to the Company's unitholders of record as of April 11, 2011. In addition, the Company will file with, or furnish, to the SEC all additional relevant materials. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING. Investors and security holders will be able to obtain a copy of the definitive proxy statement and other documents filed by the Company free of charge from the SEC's website, www.sec.gov. The Company's Unitholders will also be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents by directing a request by mail or telephone to Investor Relations, Cedar Fair, L.P., One Cedar Point Dr., Sandusky, OH 44870, telephone: (419) 627-2233, or from the Company's website, www.cedarfair.com or by contacting Morrow & Co., LLC, at (203) 658-9400 or toll free at (800) 206-5879.

The Company and its directors and executive officers and certain other members of its management and employees may be deemed to participate in the solicitation of proxies in respect of the Special Meeting of Unitholders. Additional information regarding the interests of such potential participants is included in the definitive proxy statement.

Contact:

Stacy Frole

(419) 627-2227 SOURCE Cedar Fair Entertainment Company

[The Interpreter]

...about which:

http://morningjournal.com/articles/2011/05/04/news/doc4dc0d24c41173818800000.txt

[BoddaH1994]

The Jack Falfas saga continues...

http://www.sanduskyregister.com/news/2011/may/09/cedarfairfalfas050511tjxml

[The Interpreter]

Oh, my:

...Cedar Fair attorney Duffield Milkie wrote in a June 13 email: "This looks good. Jack actually resigned on June 12 by turning in his keys, etc. I think we use that date throughout and not get into any earlier notification. Jack never gave any definite notice. I think we should send to Dick for his approval, and we can let him know we need Jack's sign off."

Testimony also shows Falfas opposed the decision to sell Cedar Fair to Apollo Global Management, a private equity firm. The deal collapsed after investors revolted....

Oh, my. Advice to not disclose a material fact to the SEC and public? I know who I am glad I am not this morning.

Perhaps more amazingly, the article says Mr. Kinzel was restructuring Cedar Fair to make Mr. Falfas more palatable as CEO as he, Mr. Falfas, was strong in operations but weak in finance. This from the guy who said he himself was/is an "operations guy, not a finance guy." My head hurts.

[Leland Wykoff]

One minute, thirty four seconds.

The exact time it took Kinzel to end a thirty plus year business relationship with the man who was to succeed him as CEO. The man who Kinzel assured the board of directors, just days earlier, was the right person for the job.

It is called "succession planning" for a strategic reason; this task is not fly-by-the-seat-of-your-pants, rash decision making. Succession planning is characterized by rational, well considered, thoughtful weighing of options and consequences.

Mr. Kinzel acted in the moment, with little regard for the ramifications of his heated reaction, to the detriment of the organization.

One minute, thirty four seconds. Ample time to demonstrate the CEO position is held by the wrong person.

[Leland Wykoff]

Stay tuned for more big Cedar Fair news.

Should see developments Wednesday.

[CoastersRZ]

Care to elaborate on the developments? Cedar Fair units have risen quite dramatically the last few days (it is now trading at over $22) on heavy volume (more than twice the typical volume). Something is definitely up. And the relative absence of comments from Q is a little odd too. Now when do they plan on announcing their new CEO?

[Leland Wykoff]

Q Funding has filed a federal lawsuit against Board Members at Cedar Fair alleging the board members propagated incomplete and misleading statements to be made to Unitholders and the SEC. Particularly in the areas concerning nominating and voting rights.

Here is the breaking story from the Sandusky Register:

http://www.sanduskyregister.com/sandusky/news/2011/may/10/texas-investor-sues-cedar-fair-board

The court filing is accessible as a link within the story. An interesting read.

[Leland Wykoff]

Cedar Fair stock, as CoasterRZ notes above, has been on the rise, on heavy volume.

It is difficult, if not impossible, to know exactly why a stock price moves. It is generally believed dividends, and news of dividend directions, may affect a stocks price.

Cedar Fair, in the first quarter conference call, announced an intention to pay a dividend of $1.00 per unit this year (starting with a ten cent dividend to be paid soon). Further Cedar Fair announced the additional intention of raising the dividend to the level of $2.00 per share by 2013. Cedar Fair explained the financing mechanisms which would enable it to reach this goal--conditioned upon various loan covenants and meeting revenue and profit projections.

Looking at the performance of Six Flags stock may also have the market in an up mood about Cedar Fair. Add to this mix the impending departure of the current CEO Richard Kinzel (scheduled to retire early January 2012) as well as activist investors clamoring, for the most part successfully, for broad change in the board of directors, governance policies, revenue generation, and top and mid tear management, well, it may just look like an opportunity to many investors.

[Creed Bratton]

Two Texas companies have filed a suit against Cedar Fair according to the Sandusky Register. The lawsuit, which was filed on Monday, was brought forth by Q Funding III L.P. and Q4 Funding L.P. The investors cited years of false and misleading financial documents as the reason for the suit.

The goal of the lawsuit is to seek damages from Cedar Fair CEO Dick Kinzel and four other members of the board of directors. These members are Steven H. Tishman, Michael D. Kwiatkowski, Richard S. Ferreira and David L. Paradeau. The group also filed a suit in Texas regarding similar circumstances.

The event that spurred the lawsuit involves secret documents from 2004 recently arising. The company claims that Cedar Fair secretly passed regulations banning investors from nominating someone to the board. The lawsuit claims that these documents did not arise until 2010 when the companies sued Cedar Fair with the goal of being able to nominate directors.

In an interview with the Sandusky Register, a Cedar Point spokeswoman said the allegations brought upon Cedar Fair are “false and without merit” and that the documents in question were not secret. In the interview the spokeswoman also said, “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.”

http://coaster-net.com/news/1406-cedar-fair-being-sued/

Sounds like more trouble brewing!

[PhantomTheater]

Dick Kinzel writes an open letter.

http://www.prnewswire.com/news-releases/chief-executive-officer-dick-kinzel-issues-open-letter-to-cedar-fair-unitholders-122253013.html

[CoastersRZ]

He certainly has changed his tune a bit since back when he was suggesting that the Apollo deal was the best value for unit holders. Now look at the unit price! It closed today at $20.90, up 15 cents, and off the 52 week high by about $1.70.

The thing I found most intriguing about the letter was the mention (again) of out of park revenue opportunities, such as hotels. I wonder if we will ever see CF try and build a hotel at KI on the fringe of the deep south parking lot? I wonder what partnerships they maybe considering. Anything that could help them generate revenue in their non-peak seasons I think would help. (Now if only they could take a look at how KI ran Winterfest back in its heyday, and see that the event can work. That would be a great way to expand the season a little bit. Of course competition for holiday events is a lot more intense today than it was back in the mid 1980s. But one can dream, can`t they?

[Avatar]

I am with you Robbie.

True that Dink Kinzel should take a lot of pride in what he has achieved over the years working with Cedar Fair. Running a business or corporation is not always pretty and often the right choice is the lesser of two evils. In Mr. Kinzel's case he has sustained a long viability tenure in building the LLP into what it is today and you could measure that with dollars or smiles on guests faces. The problem I had with the open letter is that it left out some of the darker moments as if we are to just gloss over those issues, because it is the whole package that will determine a mans legacy. When the less than your best moments are not addressed by the people directly involved it allows others to interpret their understanding properly or not. So I had trouble with the I lead the way to a big investor return but I am not going to acknowledge that I about sold them out at half the price while I will come out OK either way. I admit from there on the open letter meant little to me. Just my opinion. I wish the whole family at Cedar Fair the best in the coming months and years to come.

[The Interpreter]

The two leading prospectus advisor firms have both recommended voting FOR both of Q's voting proposals. Not voting is construed as a NO vote. 80 percent of the units are required for either proposal to pass. A difficult barrier.

[CoastersRZ]

Wow. That is an incredibly high barrier!

[XGatorHead 8904]

Cedar Fair to Nominate Gina France for Board of Directors.

Also interesting to note, CF will be reducing the Board back down to seven members.

http://www.prnewswire.com/news-releases/cedar-fair-to-nominate-gina-france-for-board-of-directors-122591443.html

- France would bring additional financial acumen and extensive strategic planning experience to the Company's strong and independent Board; would become the fourth new independent director to the Cedar Fair Board since 2008

- Richard Ferreira to retire from the Board; David Paradeau and Darrel Anderson agree to not stand for re-election as Company reduces Board to seven directors

SANDUSKY, Ohio, May 25, 2011 /PRNewswire/ -- Cedar Fair Entertainment Company (NYSE: FUN) today announced that the Board of Directors will nominate Gina D. France for a three-year directorship term at the 2011 Annual Meeting of Unitholders to be held on July 7, 2011. France, 52, if elected, would succeed Richard Ferreira, 70, who has notified the Board that he intends to retire as a director at the end of his term, after serving in this capacity for the past 14 years.

France, who would be the fourth new independent director added to the Cedar Fair Board since 2008, would bring more than 30 years of strategic planning, investment banking and corporate finance experience to the position. She currently is President and CEO of France Strategic Partners LLC, an advisory firm that provides strategic planning, special project consulting and transaction advisory services to a wide range of public corporations and private organizations. Prior to founding France Strategic Partners, she was a partner with Ernst & Young LLP and led the firm's Center for Strategic Transactions® (CST) in Cleveland, where she advised more than 200 chief executive officers and their top management teams on a broad spectrum of strategic initiatives and financial transactions. She also previously served as a managing director of the firm's Corporate Finance group, where she specialized in advising senior management teams on capital transactions and mergers and acquisitions.

France came to Ernst & Young after a 14-year career in investment banking, primarily with the firm of Lehman Brothers, where she worked out of both the New York and San Francisco offices and was a senior vice president of the firm. During her tenure at Lehman Brothers, she executed more than $5 billion in financings and served as the lead banker for several landmark transactions that were nominated for the Institutional Investor's "Deal of the Year" award. Prior to Lehman Brothers, she was the International Cash Manager of Marathon Oil Company, then a Fortune "30" company, where she was responsible for funding 26 international subsidiaries.

"After a careful and thorough review of a wide range of potential candidates, we are pleased to have the opportunity to further strengthen our Board with the addition of Gina France," said C. Thomas ("Tom") Harvie, independent chairman of the Board. "Gina is a gifted and seasoned business strategist with an excellent understanding of how to effectively maximize value for investors over the long term. We believe she will add substantial independent perspective to Cedar Fair as the Company progresses with its strategic growth plans."

France graduated Summa Cum Laude with an MBA in Finance from the Kellogg Graduate School of Management at Northwestern University, where she was an Austin Scholar. She also holds a Bachelor of Science with Highest Distinction in Finance from Indiana University. France currently serves on the boards of several companies, including FirstMerit Corporation, a $14.1 billion bank holding company, where she is chair of the Governance and Nominating Committee, serves as an SEC-designated financial expert on the Audit Committee, and is a member of its Cleveland Advisory Board; and Dawn Food Products, Inc., one of the world's largest manufacturers and distributors of bakery products, where she serves on the Audit and Compensation Committees. Her non-profit activities have included serving as, among other things, a member of the Business Advisory Council for Baldwin Wallace College; a founding Board member and Treasurer of In Counsel with Women; and a Trustee and Treasurer of DanceCleveland.

The Company also announced that David Paradeau, 68, and Darrel Anderson, 66, at the request of the Nominating Committee have agreed to not stand for re-election to the Board at the upcoming Annual Meeting in order to reduce the Board to seven directors, as stipulated in a previously announced agreement between Cedar Fair and Q Funding III L.P. and Q4 Funding L.P. (together with Geoffrey Raynor, "Q Investments"), which together beneficially own 10,021,418 units, or approximately 18.1% of the outstanding units of Cedar Fair. The Company had expanded the Board to nine directors in June 2010 to accommodate the addition of two directors suggested at that time by Q Investments.

"On behalf of the Board and the management team, I would like to thank Dick, David and Darrel for their dedicated service and commitment to Cedar Fair over the years," said Harvie. "Their insight and experience were invaluable as the Company's revenues and profitability have grown significantly during their terms as directors of Cedar Fair."

[The Interpreter]

Today's Toledo Blade indicates that though amending the articles of partnership as to nominating board members will take 80% approval, the proposal to change nominating rules to allow unitholders to participate requires only a majority. It also notes the votes are Thursday, and that would afford Q a 4 day window to make nominations.

Assuming, of course, that no fun enters into the counting. Remember last time? Days and days and days. The FUN and only!

[The Interpreter]

The Q proposals as to the Board of Directors did not pass.

[The Interpreter]

FUN has issued a press release (someone can link it here, I'm on my iPhone and not yet good at that) announcing the company's rejection of a Q request for a special meeting to consider ejecting the General Partner. In the release, Mr. Kinzel points out Q's profits on its investment so far, that its requests, etc. so far this year have cost FUN unitholders six cents per unit, and he claims Q is pursuing a short term gain exit strategy.

Oddly, he does NOT point out how much capital is in unitholders' hands that would not have been had HIS recommended "merger" with Apollo gone through at $11.50 per unit, with unitholders then frozen out of the company while HE, HIS son and a few selected pals would have remained with the company or received awesome parting gifts.

This the day after Mr. Crage's resignation was announced. A mere coincidence, to be sure.

[CoastersRZ]

Per request, here is the link: http://www.cedarfair.com/ir/press_releases/index.cfm?current_root=15&mode=story&story_id=308

[RingMaster]

Over two whole months and not a peep from the house that Q built. Anyone else intrigued/scared by this, or is it just me?

[thekidd33]

Makes one wonder if they may have had more then a little to say about the coming change in management.

[The Interpreter]

And now the board is recommending unitholders vote FOR a proposal allowing unitholders to nominate Directors. And the Board has added Mr. Ouimet as a director.

http://m.prnewswire.com/news-releases/cedar-fair-board-sets-date-for-special-meeting-on-director-nominations-by-unitholders-and-expands-board-back-to-nine-directors-128610763.html

Like it or not, arguably this would not be happening absent Q's raised earlier this year.

[PhantomTheater]

http://www.reuters.com/article/2011/09/07/idUS133211+07-Sep-2011+PRN20110907

Q Investments Responds to Cedar Fair's Proposals to Allow Unitholders to Nominate Directors

Q is generally pleased.

[The Interpreter]

Both proposals passed:

http://www.sacbee.com/2011/10/27/4011570/cedar-fair-announces-results-from.html

[CoastersRZ]

Q Investments plans to reduce its stake in Cedar Fair by about 30%.

See more information here: http://online.barrons.com/article/SB50001424052748704221204577080541841321390.html?mod=BOL_twm_dept

[The Interpreter]

Only because they figure that under Mr. Ouimet, the company has a steady, brighter future AND it has done so well under Q pressure that the value has caused Q to rebalance its portfolio over the next year.

I, for one, figure that absent the Q pressure. FUN would either now be an Apollo subsidiary and/of the next CEO would be Bart Kinzel.

Q saved Cedad Fair from its once Chairman and CEO. Now, a finance person AND an operations person will be CEO. And I doubt he will hire his son as a park president and/or GM.

And, by the way, FUN closed at quite a bit more than $11.50 a unit today. Thank Q for that, at least in part.

[Leland Wykoff]

The Interpreter has excellent insight and analysis on this story. With out a doubt had Apollo gained control of the company all the extraordinary gains would have fallen to them, and Kinzel and company who would have stayed around for the party, and the spoils.

We all owe a debt of gratitude to those who fought so long and diligently to stop this abusive merger and then to continue the real battle which was the over haul of the Board of Directors, improving corporate governance issues, and replacing significant elements in the Executive Suite.

Had Bart Kinzel been advanced (I will refrain for using the term "promoted") as many had reason to believe was the plan after the disposal of Jack Falfas, it would have been a disaster for Unitholders. The hire of Mr. Ouimet was only possible once the Board was shaken up. Not stirred, shaken.

Make no mistake Q Investments will still be around in abundance as a holder of 7 million shares. Assuming other large holders do not significantly reduce positions Q will no longer be the largest single unitholder. Q Investments has been good for the individual unitholders, they have been good for the Board of Directors, they have been good for the Company.

We, and by "we" I include the posters and questioners at KICentral.com, have all been good for promoting the concept of better corporate governance issues.