EXHIBIT 10.17

 

 

CEDAR FAIR, L.P.

Executive Severance Plan

Adopted: July 26, 1995

PURPOSE:

Cedar Fair, L.P., has established this Cedar Fair, L.P. Executive Severance Plan in order to clarify the circumstances under which certain key executive officers of Cedar Fair Management Company could be terminated for cause and to provide these executive officers with assurances in the event a termination of employment occurs after a change of control of the Company.

 

ELIGIBILITY:

This plan covers the President (or any other person serving as Chief Executive Officer), the Chief Financial Officer, the Treasurer (if different from the Chief Financial Officer), and the General Managers of each Park owned and operated by Cedar Fair, L.P.

 

TERMINATION FOR CAUSE:

1. The Company or the Partnership may terminate the Executive's employment for Cause. For the purposes of this Agreement, the Company or the Partnership shall have "Cause" to terminate the Executive's employment only under the following circumstances:

a. if termination shall have been the result of an act or acts by the Executive which have been found in an applicable court to constitute a felony; or

b. if termination shall have been the result of an act or acts of dishonesty or significant impropriety by the Executive resulting or intended to result directly or indirectly in significant gain or personal enrichment (monetary or otherwise) to the Executive at the expense of or detriment to the Company or the Partnership; or

c. upon the willful and continued failure by the Executive substantially to perform his duties with the Company or the Partnership (other than any such failure resulting from incapacity due to mental or physical illness) after a demand in writing for substantial performance is delivered by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company or the Partnership.

The Executive's employment shall in no event be considered to have been terminated by the Company or the Partnership for Cause if such termination took place as the result of (a) bad judgment or negligence, or (b) any act or omission believed in good faith to have been in or not opposed to the best interest of the Company or the Partnership. The Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination that includes a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (a), (b) or (c) of the second sentence of this paragraph and specifying the particulars thereof in detail.

2. If the Executive's employment shall be terminated for Cause, the Executive shall be paid his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and neither the Company nor the Partnership shall have any further obligations to the Executive under this Plan or otherwise.

 

DEFINITION OF CHANGE IN CONTROL:

A "Change in Control" of this Partnership or the Company shall be deemed to have occurred if:

a. Any person becomes the beneficial owner of 20% or more of the Partnership's limited partnership units then outstanding.

b. Substantially all of the assets of the Partnership are sold to a party that, prior to such sale, was not affiliated with the Company.

c. At any time during a period of 24 consecutive months, individuals who were directors at the beginning of the 24-month period no longer constitute a majority of the members of the Company's Board of Directors, unless the election (or nomination) of a majority of the new directors is approved by at least a majority of the directors who were in office at the beginning of the 24-month period.

d. The Company ceases to serve as the Managing General Partner of the Partnership.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred in the event of a change in organizational structure solely attributable to the Partnership ceasing to be a "publicly traded partnership" for federal income tax purposes at December 31, 1997, as currently provided in such law.

 

TERMINATION AFTER CHANGE IN CONTROL WOULD INCLUDE:

Any of the following events shall be deemed to be a termination of the Executive's employment by the Company and the Partnership if they occur within 24 months following a Change in Control:

1. Forced relocation of the Executive's place of employment by more than 35 miles.

2. Reduction of base salary or significant reduction of responsibility.

3. Job elimination.

 

SEVERANCE PAYMENT IF TERMINATION OCCURS AFTER CHANGE IN CONTROL:

If, at any time within 24 months after a Change in Control occurs, the Executive's employment with the Company and the Partnership is deemed terminated hereunder, the Partnership shall make the following payments and provide the following benefits to the affected Executive:

 

I. President/CEO

1. Three (3) times average annual Cash Compensation for the previous five (5) years, less one (1) dollar, preceding the calendar year in which the Change in Control of the Company or the Partnership occurred. Cash Compensation is defined as gross compensation paid to an Executive as shown on Federal Form W-2, but excluding non-cash forms of compensation such as partnership units, group life insurance, and other fringe benefits.

2. For a thirty-six (36) month period after the date of termination, the Partnership shall provide life, disability, accident and health insurance benefits substantially similar to those which were received or entitled to be received immediately before the termination. If re-employment occurs, neither the Company nor the Partnership shall provide these insurance benefits any longer.

 

II. Chief Financial Officer

1. Ninety percent (90%) of two and one-half (2.5) times average annual Cash Compensation for the previous five (5) years preceding the calendar year in which the Change in Control of the Company or the Partnership occurred.

2. For a thirty (30) month period after the date of termination, the Partnership shall provide life, disability, accident and health insurance benefits substantially similar to those which were received or entitled to be received immediately before the termination. If re-employment occurs, neither the Company nor the Partnership shall provide these insurance benefits any longer.

 

III. Executive Vice President/General Manager, Cedar Point;

Vice President/General Manager, Dorney Park;

Vice President/General Manager, Valleyfair;

Vice President/General Manager, Worlds of Fun and Oceans of Fun

Treasurer

 

1. Eighty percent (80%) of two (2) times average annual Cash Compensation for the previous five (5) years preceding the calendar year in which a Change in Control of the Company or the Partnership occurred.

2. For a twenty-four (24) month period after the date of termination, the Partnership shall provide life, disability, accident and health insurance benefits substantially similar to those which were received or entitled to be received immediately before the termination. If re-employment occurs, neither the Company nor the Partnership shall provide these insurance benefits any longer.

 

TIME FRAME:

Twenty-four (24) months after the occurrence of the first Change in Control of the Company or the Partnership. In the event of termination of employment with the Company or the Partnership before such Change in Control, the Executive's rights hereunder will terminate simultaneously with the termination of employment.

 

PAYMENT:

In lieu of any further salary payment for periods after the date of termination, the Partnership shall pay, not later than sixty (60) days following the date of termination, the lump sum severance payment as defined above.

Payment shall follow the guidelines of Internal Revenue Code Section 280G. The Partnership may withhold any taxes as may be appropriate from amounts otherwise payable hereunder.

 

EMPLOYMENT RIGHTS:

Nothing contained herein, either express or implied, shall be construed as a contract of employment or as a creation of any right of employment by the Executives or of any duty by the Company or the Partnership prior to the occurrence of a Change in Control.

 

NO SEGREGATION OF ASSETS:

Neither the Company nor the Partnership shall be required to segregate any assets with respect to benefits under this Plan, and nothing herein shall be deemed to result in any pledge or encumbrance on any of their properties.

 

PLAN STRUCTURE:

This Plan is designed to remain in effect through 1997. If there is a structural form change in 1998 or earlier solely as a result of the Partnership ceasing to be a "publicly traded partnership" for federal income tax purposes, the Board may adopt a similar policy, if necessary, but, until a similar policy is adopted, the general provisions of this Plan shall remain in effect.

CEDAR FAIR, L. P.

CEDAR FAIR

MAGNUM MANAGEMENT CORPORATION

KNOTT'S BERRY FARM

as Co-Borrowers

 

MAGNUM MANAGEMENT CORPORATION

as Treasury Manager for the Co-Borrowers

 

THE LENDING INSTITUTIONS NAMED THEREIN

as Lenders

 

 

 

 

 

KEYBANK NATIONAL ASSOCIATION

as Administrative Agent

 

 

 

 

 

 

 

 

 

 

_______________________________

AMENDMENT NO. 1

dated as of

November 28, 2000

to

CREDIT AGREEMENT

dated as of

November 30, 1999

_______________________________

 

 

AMENDMENT NO. 1 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of November 28, 2000, among (i) CEDAR FAIR, L. P., a Delaware limited partnership and the other Co-Borrowers signatory hereto; (ii) the Lenders party hereto and (iii) KEYBANK NATIONAL ASSOCIATION, a national banking association, as administrative agent (the "Administrative Agent"):

PRELIMINARY STATEMENTS:

(1) The Co-Borrowers entered into the Credit Agreement dated as of November 30, 1999 (the "Credit Agreement") with the Lenders named therein and KeyBank National Association, as Administrative Agent for the Lenders under the Credit Agreement.

(2) Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Credit Agreement.

(3) The parties hereto desire to change certain of the terms and provisions of the Credit Agreement, all as more fully set forth below.

NOW, THEREFORE, the parties hereby agree as follows:

    1. AMENDMENTS.

1.1 Extension of Maturity. In order to extend the stated maturity of the Total Commitment for a period of one year, effective on the Effective Date of this Amendment provided for in section 4 hereof, the definition of the term "Maturity Date" in section 1.1 of the Credit Agreement is amended to read in its entirety as follows:

"Maturity Date" shall mean November 27, 2001, or such earlier date on which the Total Commitment is terminated in accordance with the provisions of this Agreement.

1.2 Increase in Total Commitment. Effective on the Effective Date of this Amendment provided for in section 4 hereof, the Total Commitment is increased from $90,000,000 to $150,000,000 and Annex I to the Credit Agreement is amended to reflect the separate revised Commitments of the Lenders as set forth on Annex I hereto. On the Effective Date of this Amendment, the Co-Borrowers shall each execute and deliver to each Lender a new Note in the stated principal amount equal to the Commitment of each Lender, which Note will mature on the Maturity Date (as amended by this Amendment).

1.3 Amendments to section 14.4. Effective on the Effective Date of this Amendment provided for in section 4 hereof, section 14.4 of the Credit Agreement is hereby amended by adding a new paragraph (e) at the end thereof as follows:

 

(e) (i) Notwithstanding anything to the contrary contained herein, any Lender (a "Designating Lender") may grant to a special purpose funding vehicle (an "SPV "), identified as such in writing from time to time by the Designating Lender to the Administrative Agent, the Co-Borrowers and the other Lenders, the option to provide to the Co-Borrowers all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Co-Borrowers pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, and (iii) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender.

(ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Agreement; provided, however, that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Agreement (and any other Credit Documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV.

(iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.

(iv) In addition, notwithstanding anything to the contrary contained in this section 14.4, any SPV may (A) with notice to, but without the prior written consent of, the Co-Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Designating Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (B) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This section 14.4(e) may not be amended without the written consent of any Designating Lender affected thereby.

2. REPRESENTATIONS AND WARRANTIES.

Each Co-Borrower represents and warrants to the Lenders and the Administrative Agent as follows:

2.1 Authorization and Validity of Amendment, etc. This Amendment has been duly authorized by all necessary corporate action on the part of each Co-Borrower, has been duly executed and delivered by a duly authorized officer of each Co-Borrower, and constitutes the valid and binding agreement of each Co-Borrower, enforceable against each Co-Borrower in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

2.2 Representations and Warranties. The representations and warranties of the Credit Parties contained in the Credit Agreement (including the information contained on Annexes III, IV and V) or in the other Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties are hereby reaffirmed as true and correct in all material respects as of the date when made.

2.3 No Event of Default. No condition or event has occurred or exists which constitutes or which, after notice or lapse of time or both, would constitute an Event of Default.

2.4 Compliance. The Co-Borrowers are in full compliance with all covenants and agreements contained in the Credit Agreement, as amended hereby, and the other Credit Documents to which they are party; and without limitation of the foregoing, each Subsidiary of the Borrower which, as of the date hereof, is required to be a Subsidiary Guarantor, has as on or prior to the date hereof become a Subsidiary Guarantor under the Subsidiary Guaranty.

2.5 Financial Statements, etc. (a) The Company has furnished to the Lenders and the Administrative Agent complete and correct copies of (i) the audited consolidated balance sheets of the Company and its consolidated Subsidiaries as of December 31, 1998, and December 31, 1999, and the related audited consolidated statements of income, stockholders' equity, and cash flows for the fiscal years then ended, accompanied by the unqualified report thereon of the Company's independent accountants, and (ii) the condensed consolidated balance sheets of the Company and its consolidated subsidiaries as of June 25, 2000, and the related condensed consolidated statements of income and of cash flows of the Company and its consolidated subsidiaries for the six months then ended, as included in the Company's Report on Form 10-Q filed with the SEC. All such financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present the financial position of the Company and its consolidated Subsidiaries as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements which are unaudited, to normal audit adjustments, none of which will involve a Material Adverse Effect.

(b) The Company has furnished to the Lenders and the Administrative Agent written income statement financial projections prepared by management of the Company for the Company and its Subsidiaries for the fiscal years 2000-2001 (the "Recent Financial Projections"). The Recent Financial Projections were prepared on behalf of the Company in good faith after taking into account the existing and historical levels of business activity of the Company and its Subsidiaries, known trends, including general economic trends, and all other information, assumptions and estimates considered by management of the Company and its Subsidiaries to be pertinent thereto. The Recent Financial Projections were considered by management of the Company, as of such date of preparation, to be realistically achievable; provided, that no representation or warranty is made as to the impact of future general economic conditions or as to whether the Company's projected consolidated results as set forth in the Recent Financial Projections will actually be realized. No facts are known to the Company at the date hereof which, if reflected in the Recent Financial Projections, would result in a material adverse change in the assets, liabilities, results of operations or cash flows reflected therein.

3. RATIFICATIONS.

Except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect.

4. BINDING EFFECT.

This Amendment shall become effective on November 28, 2000 (the "Effective Date"), if the following conditions shall have been satisfied on and as of such date:

a. this Amendment shall have been executed by each Co-Borrower, and the Administrative Agent, and counterparts hereof as so executed shall have been delivered to the Administrative Agent;

b. the Administrative Agent shall have been notified by all of the Lenders that such Lenders have executed this Amendment (which notification may be by facsimile or other written confirmation of such execution);

c. each Co-Borrower shall have executed and delivered to the Administrative Agent, for delivery to the respective Lenders, new Notes reflecting the Commitments of the Lenders after giving effect to this Amendment, such Notes being substantially in the forms furnished by the Administrative Agent to the Co-Borrowers contemporaneously herewith;

d. each Co-Borrower shall have delivered to the Administrative Agent, for the account of the Lenders, certified resolutions of the Board of Directors of such Co-Borrower, approving the increase in the Total Commitment and the other matters covered by this Amendment;

e. the Company shall have delivered to the Administrative Agent, for the account of the Lenders, a written opinion letter of Squire, Sanders & Dempsey, counsel for the Company, substantially in the form attached hereto as Exhibit A, and covering such other matters incident to the transactions contemplated by this Amendment as the Administrative Agent may reasonably request;

f. contemporaneously with the Effective Date, the Co-Borrowers shall have prepaid all of the then outstanding Loans, together with interest and any breakage compensation, and (if and as required by the Co-Borrowers) effected any new Borrowings of Loans from the Lenders in accordance with their revised Commitments as established pursuant to this Amendment, with the intended effect that any Loans which are outstanding after giving effect to this Amendment shall be outstanding in accordance with the respective Commitments as established pursuant to this Amendment; and

g. the Co-Borrowers shall have paid to the Administrative Agent, in immediately available funds, for the account of each Lender, a non-refundable amendment fee computed at the rate of 10 basis points on the amount of the Commitment of such Lender after giving effect to this Amendment (the Administrative Agent shall promptly pay over to each Lender its amendment fee as aforesaid);

and thereafter this Amendment shall be binding upon and inure to the benefit of the Co-Borrowers, each Lender, and the Administrative Agent and their respective successors and assigns. After this Amendment becomes effective, the Administrative Agent will promptly furnish a copy of this Amendment to each Lender and the Co-Borrowers and advise them of the Effective Date.

5. MISCELLANEOUS.

5.1 Survival of Representations and Warranties. All representations and warranties made in this Amendment shall survive the execution and delivery of this Amendment, and no investigation by the Administrative Agent or any Lender or any subsequent Loan or other Credit Event shall affect the representations and warranties or the right of the Administrative Agent or any Lender to rely upon them.

5.2 Reference to Credit Agreement. The Credit Agreement and any and all other agreements, instruments or documentation now or hereafter executed and delivered pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference therein to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby.

5.3 Expenses. As provided in the Credit Agreement, but without limiting any terms or provisions thereof, the Co-Borrowers shall pay on demand all reasonable costs and expenses incurred by the Administrative Agent in connection with the preparation, negotiation, and execution of this Amendment, including without limitation the reasonable costs and fees of the Administrative Agent's special legal counsel, regardless of whether this Amendment becomes effective in accordance with the terms hereof, and all reasonable costs and expenses incurred by the Administrative Agent or any Lender in connection with the enforcement or preservation of any rights under the Credit Agreement, as amended hereby.

5.4 Severability. Any term or provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the term or provision so held to be invalid or unenforceable.

5.5 Applicable Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Ohio.

5.6 Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

5.7 Entire Agreement. This Amendment is specifically limited to the matters expressly set forth herein. This Amendment and all other instruments, agreements and documentation executed and delivered in connection with this Amendment embody the final, entire agreement among the parties hereto with respect to the subject matter hereof and supersede any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to the matters covered by this Amendment, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties hereto relating to the subject matter hereof or any other subject matter relating to the Credit Agreement.

5.8 Jury Trial Waiver. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

5.9 Counterparts. This Amendment may be executed by the parties hereto separately in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement.

 

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

 

CEDAR FAIR, L. P.,

as a Co-Borrower

By: Cedar Fair Management Company,

its Managing General Partner

By:_______________________________

Vice President & Chief Financial Officer

KEYBANK NATIONAL ASSOCIATION,

individually as a Lender and as

Administrative Agent

 

By:____________________________________

Vice President

CEDAR FAIR, an Ohio general partnership,

as a Co-Borrower

By: Magnum Management Corporation

one of its general partners

By:_______________________________

Vice President & Chief Financial Officer

BANK ONE, MICHIGAN

 

 

By:____________________________________

Vice President

KNOTT'S BERRY FARM,

as a Co-Borrower

By: Magnum Management Corporation

one of its general partners

By:_______________________________

Vice President & Chief Financial Officer

NATIONAL CITY BANK

 

 

By:____________________________________

Vice President

MAGNUM MANAGEMENT CORPORATION,

as a Co-Borrower and as Treasury Manager

By:_______________________________

Vice President & Chief Financial Officer

FIRST UNION NATIONAL BANK

 

 

By:____________________________________

Vice President

 

FIFTH THIRD BANK, NORTHEASTERN OHIO

 

 

By:____________________________________

Vice President

THE CHASE MANHATTAN BANK

 

 

By:____________________________________

COMERICA BANK

 

 

By:____________________________________

 

 

FIRSTAR BANK, N.A.

 

 

By:____________________________________

UMB BANK, n.a.

 

 

By:____________________________________

 

 

 

 

Exhibit 3.2

AMENDMENT NO. 1 TO

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

CEDAR FAIR, L.P.

This Amendment No. 1 ("Amendment") to Third Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P. (the "Partnership") dated as of December 31, 1988 by and among Cedar Fair Management Company, an Ohio corporation (as managing general partner of the Partnership and as attorney-in-fact of the limited partners of the Partnership) ("CFMC"), and CF Partners, a Delaware general partnership (as special general partner of the Partnership) ("CFP"),

WITNESSETH:

WHEREAS, CFP was admitted and substituted as successor Special General Partner as of the date hereof in accordance with the terms and provisions of the Third Amended and Restated Agreement of Limited Partnership of the Partnership dated as of April 29, 1987 ("Third Restated Agreement"); and

WHEREAS, CFMC has determined that the Third Restated Agreement should be amended in accordance with Sections 15.1(a) and 15.1(c)(i) thereof to reflect the admission and substitution of CFP as Special General Partner and to reflect certain other changes that in the sole discretion of CFMC do not affect the Limited Partners adversely in any material respect;

WHEREAS, CFMC is executing this Amendment on behalf of the Limited Partners by virtue of the powers of attorney granted to CFMC pursuant to Sections 1.4(a)(i)(B) and 1.4(a)(i)(D) of the Third Restated Agreement;

NOW, THEREFORE, the parties agree as follows:

    1. Certain capitalized terms used but not defined herein shall have the meanings assigned to them in the Third Restated Agreement. This Amendment incorporates by reference the general provisions of Article XVI of the Third Restated Agreement.
    2. This Amendment shall be effective as of 11:59 p.m., Eastern time, on December 31, 1988.
    3. The definition of "Agreement" in Article II shall be amended to read: "'Agreement' means the Third Amended and Restated Agreement of Limited Partnership of the Partnership, as amended by Amendment No. 1 thereto."
    4. The definition of "Credit Agreement" in Article II shall be deleted.
    5. The definition of "Determination Date" in Article II shall be deleted.
    6. The definition of "Estate of Munger" in Article II shall be deleted.
    7. The definition of "Munger" in Article II shall be deleted.
    8. The definition of "Special General Partner" in Article II shall be amended to read: "'Special General Partner' means CF Partners, a Delaware general partnership, and its successors in their capacity as special general partner of the Partnership."
    9. Section 4.2(a) shall be amended to read:

    1. Limited Partners. (a)(i) On the date hereof, the Original Limited Partners owned Units as set forth on the books and records of the Partnership.

    1. The Original Limited Partners shall have no obligation to make any additional Capital Contributions except as provided in Section 4.2(a)(iii).
    2. (iii) (A) Prior to the Commencement Date, the Original Limited Partners contributed $5.328 million to the Partnership pursuant to the terms of the Nickels Indemnification Agreement.

      1. Within ten days of receipt of written demand thereof from the Managing General Partner, the Original Limited Partners shall contribute to the Partnership pursuant to the Nickels Indemnification Agreement any additional amounts of cash required by the Partnership to fund settlement of the Nickels Litigation or any other costs and expenses incurred as a result of the Nickels Litigation, including attorneys' fees for legal services rendered.

(C) For purposes hereof, any Original Limited Partner making a Capital Contribution pursuant hereto shall be treated as only making the contributions required under paragraph (B) in his capacity as a Special Limited Partner.

(b) On the Commencement Date, the Underwriters contributed to the Partnership an amount of cash or property having a fair market value equal to the Issue Price specified in the Underwriting Agreement multiplied by the number of Units specified in the Underwriting Agreement to be purchased by the Underwriters.

    1. Section 4.5(a)(i) shall be amended to add the following sentence at the end thereof:

As of the date hereof, the Capital Account maintained for each Partner that is a Special Limited Partner shall be decreased by an amount equal to $0.25 per Subordinated Unit held by such Special Limited Partner, which amount represents income credited to such Capital Account during 1987 as a result of the allocation described in Section 5.1(a), that should, instead, have been credited to the Special LP Capital Account.

11. Section 4.5(a)(ii) shall be amended to add the following sentence at the end thereof:

As of the date hereof, the Special LP Capital Account shall be increased by an amount equal to $0.25 per Subordinated Unit held by such Special Limited Partner, which amount represents income credited to the Capital Account maintained for such Special Limited Partner during 1987 as a result of the allocation described in Section 5.1(a), that should, instead, have been credited to the Special LP Capital Account.

12. Section 5.1(d) shall be amended to replace the words "will be" with the word "were."

    1. Section 6.5(c) shall be amended to replace the word "he" with the word "it."

14. Section 6.5(d) shall be amended to delete the words "in an amount equal, for the year 1987, to one-twelfth of the Annual Fee for the year 1985 and for each year after 1987."

    1. The first sentence of Section 6.5(f) shall be amended to read:

If the Special General Partner is removed as Special General Partner pursuant to Section 13.2(b), the Partnership shall pay the Special General Partner a removal fee equal to the Annual Fee payable for the immediately preceding year; provided, however, that the Special General Partner shall be removed, and no removal fee shall be payable, in connection with the occurrence of any of the following events:

    1. The Special General Partner shall have been removed by a Majority Interest by reason of having breached its covenant in Section 6.12.
    2. The Special General Partner shall have been wound up and finally terminated as an entity under the laws of the jurisdiction of its organization.

(iii) All or substantially all of the assets of the Partnership shall have been sold or exchanged.

(iv) The Partnership shall have been reorganized as a corporation or shall have merged with and into a corporation for the purpose of continuing its business in corporate form.

(v) The Partnership shall have been determined to be treated as an association taxable as a corporation for federal income tax purposes.

16. Section 6.5(g) shall be amended to replace the words "If the Partnership has not sold or otherwise disposed of all or substantially all of the assets of the Partnership before January 1, 1988, then, from" with the word "From."

17. Section 6.6(b) shall be amended to replace the words "Munger and the Estate of Munger" with the words "the Special General Partner and the partners thereof."

    1. Section 6.6(c) shall be amended to delete the words "(other than Munger)."
    2. Section 6.12 shall be amended to read:

6.12 Special General Partner. By execution of Amendment No. 1 to this Agreement, CF Partners covenants and agrees that, as long as it serves as Special General Partner, (a) it will not withdraw unless with respect to a withdrawal pursuant to Section 13.2, the Partnership has received the Opinion of Counsel that any such withdrawal or transfer would not result in the loss of limited liability of any Limited Partner or the limited partner of any Operating Partnership and would not cause the Partnership or such Operating Partnership to be treated as an association taxable as a corporation for federal income tax purposes, and (b) its partners will maintain an aggregate fair market net worth in excess of $7,000,000 (for this purpose such net worth being computed excluding any interest in, or receivable due from, the Partnership or any Operating Partnership and any assets not generally available to the claims of creditors due to marital property, bankruptcy or similar laws and including any federal income, inheritance and estate tax liabilities that would become due either upon a disposition by the party of all assets included in determining his net worth or upon the dissolution or death of the party) provided that no partner of CF Partners shall be liable to the Partnership for the failure of any other partner of CF Partners to maintain a proportionate share of such net worth.

    1. Section 11.2 shall be amended to replace the words "Except as set forth in Section 11.7 below, no" with the word "No."
    2. Section 11.7 shall be amended to read:
    3. 11.7 Continuation of CF Partners as Special General Partner After Death or Withdrawal of a Partner. If any event occurs which results in the dissolution of CF Partners as a Delaware general partnership, then CF Partners shall continue to serve as Special General Partner until CF Partners has been wound up and finally terminated as a general partnership in accordance with Delaware law. If, before final termination of CF Partners in accordance with Delaware law, persons reasonably satisfactory to the Managing General Partner which would be capable (together with the remaining partners of CF Partners) of satisfying the net worth requirements of Section 6.12 are admitted as partners of CF Partners, then CF Partners (as reconstituted) shall continue to serve as Special General partner. In addition, if a partner of CFP dies or withdraws from CFP as a partner, then the remaining partners of CFP shall use their best efforts to cause CFP to continue to satisfy the net worth requirements of Section 6.12 or shall admit as a partner or partners to CFP a person or persons reasonably satisfactory to CFMC, so that CFP thereafter shall satisfy the net worth requirements of Section 6.12 provided that no partner of CF Partners shall be liable to the Partnership or CFP for failure to satisfy the provisions of the sentence.

    4. The second sentence of Section 13.2(b) shall be amended to read:

Notwithstanding the foregoing, the Special General Partner may be removed by the Managing General Partner upon 90 days' advance written notice if the Special General Partner is in breach of Section 6.12 as amended and shall not have satisfied any deficiency in the net worth requirements prior to the end of such notice period; provided that the Managing General partner shall have provided for the admission of another successor Special General Partner and has received an Opinion of Counsel that, upon such substitution, the Partnership will not be treated as an association taxable as a corporation for federal income tax purposes.

23. Sections 13.2(c), 13.2(d)(i) and 13.2(d)(ii) shall be amended to replace the word "his" each time it occurs with the word "its."

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

CEDAR FAIR MAMAGEMENT

COMPANY

By: /s/ Richard L. Kinzel

Name: Richard L. Kinzel

Title: President and Chief Executive Officer

CF PARTNERS

By: The trust created by Robert L. Munger, Jr. during his lifetime, now irrevocable by reason of his death, under an original Trust Agreement dated as of November 16, 1972, and amended from time to time thereafter, including most recently by the Restatement of Trust Agreement dated July 26, 1987.

 

By: /s/ Mary Ann Jorgenson

Name: Mary Ann Jorgenson

Title: Co-trustee

By: /s/ James P. Oliver

Name: James P. Oliver

Title: Co-trustee

By: /s/ Richard S. Sheetz

Name: Richard S. Sheetz

Title: General Partner

By: /s/ Dickson Whitney

Name: Dickson Whitney

Title: General Partner

Exhibit 3.3

AMENDMENT NO. 2 TO

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

CEDAR FAIR, L.P.

This Amendment No. 2 ("Amendment") to the Third Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P. (the "Partnership") dated as of December 31, 1992, by and among Cedar Fair Management Company, an Ohio corporation (as managing general partner of the Partnership and as attorney-in-fact of the limited partners of the Partnership) ("CFMC"), and CF Partners, a Delaware general partnership (as special general partner of the Partnership) ("CFP),

WITNESSETH:

WHEREAS, CFP was admitted and substituted as successor Special General Partner as of December 31, 1988 in accordance with the terms and provisions of the Third Amended and Restated Agreement of Limited Partnership of the Partnership dated as of April 21, 1987, as amended by Amendment No. 1 to the Third Restated Agreement dated as of December 31, 1988 (as amended, the "Third Restated Agreement"); and

WHEREAS, CFMC has determined that the Third Restated Agreement should be amended in accordance with Section 15.1(c)(i) thereof to reflect certain changes in fees and distributions payable to CFMC and CFP under the Third Restated Agreement and to reflect certain other changes that in the sole discretion of CFMC do not affect the Limited Partners adversely in any material respect;

WHEREAS, CFMC is executing this Amendment on behalf of the Limited Partners by virtue of the powers of attorney granted to CFMC pursuant to Section 1.4(a)(i)(B) of the Third Restated Agreement;

NOW THEREFORE, the parties agree as follows:

    1. Certain capitalized terms used but not defined herein shall have the meanings assigned to them in the Third Restated Agreement. This Amendment incorporates by reference the general provisions of Article XVI of the Third Restated Agreement.
    2. This amendment shall be effective as of 11:59 p.m., Eastern time on December 31, 1992.
    3. The definition of "Agreement" in Article II shall be amended to read:
      " 'Agreement' means the Third Amended and Restated Agreement of Limited Partnership of the Partnership, as amended by Amendment No. 1 thereto and as amended by Amendment No. 2 thereto."
    4.  

    5. The definition of "Annual Fee" in Article II shall be amended to read: " 'Annual Fee' for any Fiscal Period means, in the case of the Managing General Partner, a fee equal to 0.25% of the Net Revenues for such Fiscal Period and, in the case of the Special General Partner, a fee equal to $800,000, provided, however, that the fee shall be reduced but not below zero by any and all distributions made to the Special General Partner pursuant to Section 5.3. The Special General Partner shall terminate on the earlier to occur of (i) the removal of the Special General Partner as provided in Section 6.5(f) as herein amended or (ii) December 31, 1997."
    6. The definition of "Available Cash" in Article II shall be amended by deleting the words ", other than a Capital Transaction Incentive Fee" in subclause (i).
    7. The definition of "Capital Transaction Incentive Fees" in article II shall be deleted.
    8. The definition of "Excess Distribution Amount" in Article II shall be amended to read: " 'Excess Distribution Amount' for any Fiscal Period means, with respect to the Available Cash Incentive Fee, the excess, if any, of (i) the Available Cash Average Amount determined with respect to such Fiscal Period over (ii) the sum of the Minimum Distribution Amount with respect to such Fiscal Period and any Base Deficiency determined as of the end of the preceding Fiscal Period."
    9. (a) The definition of "Incentive Fees" shall be amended to delete the references to Capital Transactions Incentive Fee and Special General Partner so as to read: " 'Incentive Fees' for any Fiscal Period means, with respect to the Managing General Partner, the Available Cash Incentive Fee to which the Managing General Partner is entitled with respect to such Fiscal Period."
    10. (b) The definition of "Available Cash Incentive Fee" shall be amended to delete the references to Special General Partner so as to read: " 'Available Cash Incentive Fee" for any Fiscal Period means, in the case of the Managing General Partner, a fee equal to 18.18% of the Excess Distribution Amount determined for such Fiscal Period with respect to such fee multiplied by the number of Units outstanding on the last day of such Fiscal Period."

    11. Section 6.5(d) shall be amended to read: The Annual Fee herein provided commenced to accrue as of January 1, 1987. With respect to the Managing General Partner, an advance against the Annual Fee shall be payable monthly as of the first Business Day of each month in an amount equal to one-twelfth of the Annual Fee for the second preceding year. The amounts payable to the Managing General Partner in respect of such advance against the Annual Fee shall be adjusted upward or downward as of April 1 of each year to reflect actual Net Revenues for the preceding fiscal year. On the later of April 1 of each year or five Business Days after the audited financial results for the applicable Fiscal Period become available to the Managing General Partner, the precise Annual Fee for the preceding year shall be calculated and there shall be a payment, as promptly as practicable thereafter, to or from the Partnership, as the case may be, of the difference between such Annual Fee and the aggregate of the amounts advanced against such Annual Fee. Any payments by the Partnership to the Managing General Partner or its officers or its shareholders of bonuses and incentive or long-term compensation plans shall offset any amounts payable to the Managing General Partner in respect of the fees payable pursuant to Section 6.5.
    12. With respect to the Special General Partner, the Annual Fee for 1993 through 1997 shall be payable quarterly within 45 days after the beginning of each calendar quarter in an amount equal to $200,000.

    13. Section 6.5(f) shall be amended to read:
    14. If prior to January 1, 1997, the Special General Partner is removed as Special General Partner pursuant to Section 13.2(b), the Partnership shall pay the Special General Partner a removal fee equal to $800,000; if during the calendar year 1997, the Special General Partner is removed as Special General Partner pursuant to Section 13.2(b), the Partnership shall pay the Special General Partner a removal fee equal to $800,000 less that portion of the Annual fee and any other distribution to the Special General Partner for the calendar year 1997 paid to the Special General Partner prior to the date of removal; provided, however, that the Special General Partner shall be deemed to have been removed, and no removal fee or any other payments or distributions of any kind shall be payable, in connection with the occurrence of any on the following events:

      1. The Special General Partner shall have been removed by a Majority Interest by reason of having breached its covenant in Section 6.12;
      2. The Special General Partner shall have been wound up and finally terminated as an entity under the laws of the jurisdiction of its organization;
      3. The Partnership shall have been reorganized as a corporation or shall have merged with and into a corporation for the purpose of continuing its business in corporate form; or
      4. The Partnership shall have been determined to be treated as an association taxable as a corporation for federal income tax purposes.

      The events specified in clauses (iii) and (iv) above, for purposes of this Section 6.5(f), shall not be deemed to be a sale or exchange of all or substantially all of the assets of the Partnership. The deemed removal of the Special General Partner in connection with any of the events specified in clauses (i) through (iv), inclusive, of the provisions set forth in this section shall be effective immediately prior to the occurrence of such event.

    15. The first sentence of Section 6.5(g) shall be amended to delete the words "provided that the Capital Transaction Incentive Fee shall not be payable in respect of any distributions declared prior to January 1, 1988 whether or not such distributions are paid after the Determination Date and shall not be payable thereafter for any Fiscal Period unless the Minimum Distribution Amount has been distributed for such Fiscal Period."
    16.  

    17. The Third sentence of Section 6.5(g) shall be amended to delete the words "provided that no such adjustment shall occur with respect to any General Partner whose withdrawal or removal is accomplished in contemplation of a transaction that gives rise to a Capital Transaction Proceeds under this Section 6.5(g)."
    18. The last sentence of Section 6.5(k) is hereby deleted.
    19. The provisions of the Amendment No. 2 may not be amended or modified without the express written consent of the Special General Partner.
    20. The Managing General Partner agrees that, prior to December 31, 1997, it shall not take any action, directly or indirectly, for the purpose of removing the Special General Partner except solely in connection with a breach by the Special General Partner of Section 6.12 and not otherwise.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

CEDAR FAIR MAMAGEMENT

COMPANY

By: /s/ Richard L. Kinzel

Name: Richard L. Kinzel

Title: President and Chief Executive
Officer

CF PARTNERS

By: The trust created by Robert L. Munger, Jr. during his lifetime, now irrevocable by reason of his death, under an original Trust Agreement dated as of November 16, 1972, and amended from time to time thereafter, including most recently by the Restatement of Trust Agreement dated July 26, 1987.

By: /s/ Mary Ann Jorgenson

Name: Mary Ann Jorgenson

Title: Co-trustee

By: /s/ Holly M. Brook

Name: Holly M. Brook

Title: Co-trustee

By: /s/ Richard S. Sheetz

Richard S. Sheetz

General Partner

By: /s/ Dickson Whitney

Dickson Whitney

General Partner

 

FORM 10 - K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________.

Commission file number 1-9444

CEDAR FAIR, L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE

34-1560655

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

One Cedar Point Drive, Sandusky, Ohio 44870-5259

(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code (419) 626-0830

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Depositary Units

New York Stock Exchange

(Representing Limited Partner Interests)

 

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of Depositary Units held by non-affiliates of the Registrant based on the closing price of such units on January 31, 2001 of $19.56 per unit was approximately $940,000,000.

Number of Depositary Units representing limited partner interests outstanding as of January 31, 2001: 50,803,999.

 

*********************************

The Exhibit Index is located at Page 34

Page 1 of 58 pages

CEDAR FAIR, L.P.

INDEX

 

 

 

 

PART I

 

PAGE

     

Item 1.

Business

3

Item 2.

Properties

7

Item 3.

Legal Proceedings

8

Item 4.

Submission of Matters to a Vote of Security Holders

8

     

PART II

   
     

Item 5.

Market for Registrant's Depositary Units and Related Unitholder Matters

9

Item 6.

Selected Financial Data

9

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

11

Item 8.

Financial Statements and Supplementary Data

12

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

22

     

PART III

   
     

Item 10.

Directors and Executive Officers of Registrant

23

Item 11.

Executive Compensation

26

Item 12.

Security Ownership of Certain Beneficial Owners and Management

30

Item 13.

Certain Relationships and Related Transactions

30

     

PART IV

   
     

Item 14.

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

31

     

Signatures

 

33

     
     

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I

ITEM 1. BUSINESS.

Cedar Fair, L.P. is a publicly traded Delaware limited partnership managed by Cedar Fair Management Company (the "General Partner").

Cedar Fair, L.P. and its affiliated companies (the "Partnership") own and operate five amusement parks: Cedar Point, located on Lake Erie between Cleveland and Toledo in Sandusky, Ohio; Knott's Berry Farm, located near Los Angeles in Buena Park, California; Dorney Park & Wildwater Kingdom ("Dorney Park"), located near Allentown in South Whitehall Township, Pennsylvania; Valleyfair, located near Minneapolis-St. Paul in Shakopee, Minnesota; and Worlds of Fun, located in Kansas City, Missouri. The parks are family-oriented, with recreational facilities for people of all ages, and provide clean and attractive environments with exciting rides and entertainment. The Partnership also owns and operates separate-gated water parks at Cedar Point, Knott's Berry Farm and Worlds of Fun, and another near San Diego in Chula Vista, California. All principal rides and attractions at the parks are owned and operated by the Partnership and its affiliated companies. The Partnership also operates Knott's Camp Snoopy, a 7-acre indoor amusement park at the Mall of America in Bloomington, Minnesota, under a management contract that expires in 2012.

The Partnership's four seasonal parks are generally open daily from 9:00 a.m. to 7:00-12:00 at night from early May until Labor Day, after which they are open during weekends in September and October. As a result, virtually all of the operating revenues of these parks are derived during an approximately 130-day operating season. Knott's Berry Farm is open daily from 9:00-10:00 a.m. to 6:00-12:00 at night on a year-round basis. Each park charges a basic daily admission price, which allows unlimited use of most rides and attractions with the exception of RipCord, go-kart, miniature golf and rock climbing attractions at certain of the parks.

The demographic groups that are most important to the parks are young people ages 12 through 24 and families. Families are believed to be attracted by a combination of rides and live entertainment and the clean, wholesome atmosphere. Young people are believed to be attracted by the action-packed rides. During their operating seasons, the parks conduct active television, radio, and newspaper advertising campaigns in their major market areas.

 

CEDAR POINT

Cedar Point, which was first developed as a recreational area in 1870, is located on a peninsula in Sandusky, Ohio bordered by Lake Erie and Sandusky Bay, approximately 60 miles west of Cleveland and 100 miles southeast of Detroit. Cedar Point is believed to be the largest seasonal amusement park in the United States, measured by the number of rides and attractions and the hourly ride capacity, and has been named the Best Amusement Park in the World for three consecutive years by Amusement Today's international survey. It serves a six-state region in the Midwestern United States, which includes nearly all of Ohio and Michigan, western Pennsylvania and New York, northern West Virginia and Indiana, and southwestern Ontario, Canada. The park's total market area includes approximately 22 million people, and the major areas of dominant influence in this market area, which are Cleveland, Detroit, Toledo, Akron, Columbus, Flint, Saginaw and Youngstown, include approximately 12 million people.

The main amusement areas of Cedar Point consist of over two miles of midways, with more than 65 rides and attractions, including "Millennium Force," a 310-foot-tall, world-record-breaking roller coaster; "Magnum XL-200," "Raptor," "Mantis" and "Mean Streak," which are among the world's tallest steel, inverted, stand-up and wooden roller coasters, respectively; nine additional roller coasters; "Power Tower," a 300-foot-tall thrill ride; four theaters featuring live entertainment shows performed by talented college students; "Snake River Falls," one of the world's tallest water flume rides; "Camp Snoopy," a family play-land themed around the popular "PEANUTS" comic strip characters; the Cedar Point Cinema, which features a film using an IMAX projection system on a 66-foot by 88-foot screen in a 950-seat theater; and bathing beach facilities. In addition, there are more than 50 restaurants, fast food outlets and refreshment stands, and a number of gift shops, novelty shops and game areas.

Located adjacent to the park is "Soak City" water park, an extra-charge attraction that features more than 20 water rides and attractions, including "Zoom Flume," a large water slide raft ride, twelve additional water slides, two river rafting rides, two children's activity areas, and a giant wave pool, as well as food and merchandise shops; and "Challenge Park," an extra-charge attraction area that includes "RipCord," a free-fall ride from a height of more than 15 stories, a 36-hole themed miniature golf course and three go-kart tracks.

Cedar Point also owns and operates four hotel facilities. The park's largest hotel, the historic Hotel Breakers, has more than 600 guest rooms, including 230 in the 10-story Breakers Tower. Hotel Breakers has various dining and lounge facilities, a private beach, lake swimming, a conference/meeting center and two outdoor pools. Breakers Tower has 18 tower suites with spectacular views, an indoor pool, and a TGI Friday's restaurant. Breakers Express is a 350-room, limited-service seasonal hotel, which is located near the Causeway entrance to the park. In addition to the Hotel Breakers and Breakers Express, Cedar Point offers the lakefront Sandcastle Suites Hotel, which features 187 suites, a private beach, lake swimming, a courtyard pool, tennis courts and the Breakwater Cafe, a contemporary waterfront restaurant. The park's only year-round hotel is the Radisson Harbour Inn, a 237-room full-service hotel, located at the Causeway entrance to the park, with an adjoining TGI Friday's restaurant.

Cedar Point also owns and operates the Cedar Point Marina and Camper Village. Cedar Point Marina is one of the largest full-service marinas on the Great Lakes and provides dockage facilities for over 650 boats, including floating docks and full guest amenities. Camper Village offers campsites for approximately 225 recreational vehicles, and beginning in 2001, will include Lighthouse Point, an upscale camping area, which is designed in a nautical New England style and will feature 50 lakefront cottages, 10 cabins and 59 full-service recreation vehicle campsites.

The Partnership, through a wholly owned subsidiary, owns and operates the Cedar Point Causeway across Sandusky Bay. This Causeway is a major access route to Cedar Point. The Partnership also owns dormitory facilities located near the park that house up to 3,400 of the park's approximately 4,500 seasonal employees.

KNOTT'S BERRY FARM

Knott's Berry Farm, located near Los Angeles in Buena Park, California, first opened in 1920 and was acquired by the Partnership late in 1997. The park is one of several year-round theme parks in Southern California and serves a total market area of approximately 20 million people centered in Orange County, and a large national and international tourism population.

Knott's Berry Farm is comprised of six distinctively themed areas, including "Ghost Town," "Wild Water Wilderness," "The Boardwalk," "Indian Trails," "Fiesta Village" and "Camp Snoopy." The park offers more than 40 rides and attractions, including "Perilous Plunge," a 121-foot-tall water ride that reaches speeds of 50 mph and generates a huge splash; "Supreme Scream," a 300-foot-tall thrill ride; " Ghost Rider," one of the tallest, longest and fastest wooden roller coasters in the West; four additional roller coasters; "Bigfoot Rapids," a white water raft ride; "Timber Mountain Log Ride," one of the first log flume rides in the United States; a nostalgic train ride; an antique Dentzel carousel; an old-fashioned ferris wheel; a 2,100-seat theatre; a children's activity area themed with the popular "PEANUTS" comic strip characters; live entertainment shows in 22 indoor and outdoor theatre venues; and "Independence Hall," an authentic replica of the Philadelphia original, complete with a 2,075 pound Liberty Bell. In addition, there are more than 30 restaurants, fast food outlets and refreshment stands, and a number of gift shops, novelty shops and game areas in the park, as well as Knott's California Marketplace, a dining and shopping area that is located just outside the park's gates and is available free of charge.

The park is also renowned for its seasonal promotions, including a special Christmas promotion, "Knott's Merry Farm," and a Halloween event called "Knott's Scary Farm," which celebrated its 28th year in 2000 and is widely acknowledged as one of the best in the industry.

Adjacent to the park is "Knott's Soak City U.S.A.," an extra-charge seasonal water park that features 21 separate water rides and attractions, including 16 high-speed water slides, a wave pool, a lazy river, a children's activity area, food and merchandise shops, and a second story sundeck available for public dining and catered events. Just south of San Diego in Chula Vista, California is another Cedar Fair water park, "Knott's Soak City U.S.A.-San Diego," which offers its guests more than 20 water rides and attractions, including 16 water slides, a wave pool and a children's activity area, as well as food and merchandise shops.

Knott's Berry Farm also owns and operates the Radisson Resort Hotel, a 320-room, full-service hotel located adjacent to the park.

DORNEY PARK & WILDWATER KINGDOM

Dorney Park, located near Allentown in South Whitehall Township, Pennsylvania, was first developed as a summer resort area in 1884, and was acquired by the Partnership in 1992. Dorney Park is one of the largest amusement parks in the Northeast and serves a total market area of approximately 35 million people. The park's major markets include Philadelphia, New Jersey, New York City, Lancaster, Harrisburg, York, Scranton, Wilkes-Barre, Hazleton and the Lehigh Valley.

Dorney Park features more than 50 rides and attractions, including "Talon," one of the tallest and fastest inverted roller coasters in the world, which is scheduled to open in 2001; "Dominator," a 200-foot-tall thrill ride; "Steel Force," one of the tallest and fastest roller coasters in the world; "Hercules," a world-class wooden roller coaster; four additional roller coasters; "White Water Landing," one of the world's tallest water flume rides featuring a guest splash basin; "Thunder Canyon," a white-water rafting ride; "Camp Snoopy," a family play-land themed around the popular "PEANUTS" comic strip characters; "Wildwater Kingdom," one of the largest water parks in the United States featuring twelve water slides, including the "Pepsi Aquablast," one of the longest elevated water slides in the world, a giant wave pool and two children's activity areas; live musical shows featuring talented college students; an antique Dentzel carousel carved in 1921; and an extra-charge attraction called "SkyScraper," which stands 85 feet tall and spins passengers seated at opposite ends of a long vertical arm at speeds of more than 50 mph. In addition, there are more than 30 restaurants, fast food outlets and refreshment stands, and a number of gift shops, novelty shops and game areas.

 

VALLEYFAIR

Valleyfair, which opened in 1976 and was acquired by the Partnership's predecessor in 1978, is located near Minneapolis-St. Paul in Shakopee, Minnesota, and is the largest amusement park in Minnesota. Valleyfair's market area is centered in Minneapolis-St. Paul, which has a population of approximately two million, but the park also draws visitors from other areas in Minnesota and surrounding states with a combined population of eight million.

Valleyfair offers more than 35 rides and attractions, including "Power Tower," a 275-foot-tall thrill ride; "Wild Thing," one of the tallest and fastest roller coasters in the world; five additional roller coasters; a water park named "Whitewater Country," which includes "Hurricane Falls," a large water slide raft ride, and "Splash Station," a children's water park; a 500-seat amphitheater; "Berenstain Bear Country," which is an indoor/outdoor children's activity area; a 430-seat indoor theatre for live show presentations; and "Challenge Park," an extra-charge attraction area which includes "RipCord," a free-fall ride from a height of more than 15 stories, a Can-Am-style go-kart track and a 36-hole themed miniature golf course. In addition, there are more than 20 restaurants, fast food outlets and refreshment stands, and a number of gift shops, novelty shops and game areas.

 

WORLDS OF FUN

Worlds of Fun, which opened in 1973, and Oceans of Fun, the adjacent water park that opened in 1982, were acquired by the Partnership in 1995. Located in Kansas City, Missouri, Worlds of Fun serves a total market area of approximately seven million people centered in Kansas City, but also including most of Missouri, as well as portions of Kansas and Nebraska.

Worlds of Fun is a traditional amusement park themed around Jules Verne's adventure book Around the World in Eighty Days. The park offers more than 50 rides and attractions, including "Camp Snoopy," a family play-land featuring the popular "PEANUTS" comic strip characters, which is scheduled to open in 2001; "Boomerang," a 12-story-tall steel roller coaster; "Mamba," one of the tallest and fastest roller coasters in the world; "Timber Wolf," a world-class wooden roller coaster; two additional roller coasters; "Detonator," a 185-foot-tall thrill ride, which launches riders straight up its twin-tower structure; "RipCord," an extra-charge attraction which lifts riders to a height of more than 15 stories before dropping them back to earth in a free fall; "Monsoon," a water flume ride; "Fury of the Nile," a white-water rafting ride; a 4,000-seat outdoor amphitheater; and live musical shows. In addition, the park offers more than 25 restaurants, fast food outlets and refreshment stands, and a number of gift shops, novelty shops and game areas.

Oceans of Fun, which requires a separate admission fee, is located adjacent to Worlds of Fun and features a wide variety of water attractions including "Hurricane Falls," a large water slide raft ride; "The Typhoon," one of the world's longest dual water slides; a giant wave pool; and several children's activity areas, including "Crocodile Isle," as well as food and merchandise shops.

WORKING CAPITAL AND CAPITAL EXPENDITURES

The Partnership carries significant receivables and inventories of food and merchandise during the operating season. Seasonal working capital needs are met with a revolving credit facility.

The General Partner believes that annual park attendance is influenced to some extent by the investment in new attractions from year to year. Capital expenditures are planned on a seasonal basis with the majority of such capital expenditures made in the period from October through May, just prior to the beginning of the peak operating season. Capital expenditures made in a calendar year may differ materially from amounts identified with a particular operating season because of timing considerations such as weather conditions, site preparation requirements and availability of ride components, which may result in accelerated or delayed expenditures around calendar yearend.

COMPETITION

In general, the Partnership competes with all phases of the recreation industry within its primary market areas of Cleveland, Detroit, Los Angeles, San Diego, Philadelphia, Minneapolis-St. Paul, and Kansas City, including several other amusement/theme parks in the Partnership's market areas. The Partnership's business is subject to factors generally affecting the recreation and leisure market, such as economic conditions, changes in discretionary spending patterns and weather conditions.

In Cedar Point's major markets, its primary amusement park competitors are Paramount Kings Island in southern Ohio and Six Flags Worlds of Adventure near Cleveland.

In Southern California, Knott's Berry Farm's primary amusement/theme park competitors are Disneyland and Disney's California Adventure, which are approximately 10 minutes away, Universal Studios, approximately 40 minutes away, and Six Flags Magic Mountain, approximately 75 minutes away. The San Diego Zoo and Sea World-San Diego are located approximately 90 minutes from Knott's. LEGOLAND, a children's park, is located approximately 70 minutes away in Carlsbad, California.

Dorney Park faces significant competition, with Hershey Park in central Pennsylvania and Six Flags Great Adventure in New Jersey being the major competitors in its market area.

In Worlds of Fun's major markets, its primary amusement park competitors are Six Flags Over Mid-America in eastern Missouri and Silver Dollar City in southern Missouri.

Adventureland, a theme park in Des Moines, Iowa, is located approximately 250 miles from Valleyfair and Worlds of Fun.

The principal competitive factors in the amusement park industry include the uniqueness and perceived quality of the rides and attractions in a particular park, its proximity to metropolitan areas, the atmosphere and cleanliness of the park, and the quality and variety of the food and entertainment available. The Partnership believes that its amusement parks feature a sufficient quality and variety of rides and attractions, restaurants, gift shops and family atmosphere to make them highly competitive with other parks.

 

 

GOVERNMENT REGULATION

All rides are run and inspected daily by both the Partnership's maintenance and ride operations personnel before being put into operation. The parks are also periodically inspected by the Partnership's insurance carrier and, at Cedar Point, Knott's Berry Farm, Dorney Park and Worlds of Fun, by state ride-safety inspectors.

 

EMPLOYEES

The Partnership has approximately 1,400 full-time employees. During the operating season, Cedar Point, Dorney Park, Valleyfair and Worlds of Fun have approximately 4,500, 2,800, 1,600 and 1,800 seasonal employees, respectively, most of whom are high school and college students. Knott's Berry Farm hires approximately 1,000 seasonal employees for peak periods and 1,200 part-time employees who work year-round. Approximately 3,400 of Cedar Point's seasonal employees and 380 of Valleyfair's seasonal employees live in dormitories owned by the Partnership. The Partnership maintains training programs for all new employees.

Approximately 125 full-time employees at Cedar Point and 48 at Worlds of Fun are represented by various labor unions, and the Partnership believes that it has generally maintained good relationships with these unions, as it has with its other employees. From time to time, however, the Partnership is involved in contract negotiations with these unions, which can lead to temporary work stoppages. In connection with the negotiation of a contract with the plumbers' union at Cedar Point that had expired on February 1, 2001, a work stoppage of all union maintenance employees at this park began March 22, 2001. The Partnership believes that the work stoppage will not have a material effect on the Partnership's financial condition and results of operations.

 

ITEM 2. PROPERTIES.

Cedar Point is located on approximately 365 acres owned by the Partnership on the Cedar Point peninsula in Sandusky, Ohio. The Partnership also owns approximately 80 acres of property on the mainland adjoining the approach to the Cedar Point Causeway. The Breakers Express hotel, the Radisson Harbour Inn and adjoining TGI Friday's restaurant and two seasonal-employee housing complexes are located on this property.

The Partnership controls, through ownership or an easement, a six-mile public highway and owns approximately 38 acres of vacant land adjacent to this highway, which is a secondary access route to Cedar Point and serves about 250 private residences. The roadway is maintained by the Partnership pursuant to deed provisions. The Cedar Point Causeway, a four-lane roadway across Sandusky Bay, is the principal access road to Cedar Point and is owned by a subsidiary of the Partnership.

Knott's Berry Farm is situated on approximately 160 acres, virtually all of which have been developed. Knott's Soak City U.S.A.-San Diego is located on 65 acres, of which 33 acres have been developed and 32 acres remain available for future expansion.

Dorney Park is situated on approximately 200 acres, of which 170 acres have been developed and 30 acres remain available for future expansion.

At Valleyfair, approximately 125 acres have been developed, and approximately 75 additional acres remain available for future expansion.

Worlds of Fun is located on approximately 350 acres, of which 235 acres have been developed and 115 acres remain available for future expansion.

The Partnership, through its subsidiary Cedar Point of Michigan, Inc., owns approximately 450 acres of land in southern Michigan.

All of the Partnership's property is owned in fee simple without encumbrance. The Partnership considers its properties to be well maintained, in good condition and adequate for its present uses and business requirements.

 

ITEM 3. LEGAL PROCEEDINGS.

The Partnership is involved in various claims and routine litigation incidental to its business. The Partnership believes that these claims and proceedings are unlikely to have a material adverse effect on the Partnership's financial statements.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

 

 

 

PART II

ITEM 5. MARKET FOR REGISTRANT'S DEPOSITARY UNITS AND RELATED

UNITHOLDER MATTERS.

Cedar Fair, L.P. Depositary Units representing limited partner interests are listed for trading on The New York Stock Exchange under the symbol "FUN" (CUSIP 150185 10 6). As of January 31, 2001, there were approximately 11,000 registered holders of Cedar Fair, L.P. Depositary Units, representing limited partner interests, including 4,200 participants in the Partnership's distribution reinvestment plan. The cash distributions declared and the high and low prices of the Partnership's units are shown in the table below:

2000

Distribution

High

Low

4th Quarter

$.3900

19.50

17.63

3rd Quarter

.3900

19.63

17.44

2nd Quarter

.3750

20.69

18.38

1st Quarter

.3750

20.88

17.50

1999

Distribution

High

Low

4th Quarter

$.3625

21.25

18.44

3rd Quarter

.3625

24.94

20.63

2nd Quarter

.3500

26.00

23.25

1st Quarter

.3500

26.00

23.25

 

ITEM 6. SELECTED FINANCIAL DATA.

 

For the years ended December 31,

 

2000(1)

1999

1998

1997(2)

1996

(In thousands except per unit and per capita amounts)

           

Operating Data

         

Net revenues

$472,920

$438,001

$419,500

$264,137

$250,523

Operating income

115,516

116,755

112,608

76,303

81,121

Income before taxes

94,159

101,384

97,948

68,458

74,179

Net income

77,806

85,804

83,441

68,458

74,179

Per limited partner unit (6)

1.50

1.63

1.58

1.47

1.59

           

Financial Position

         

Total assets

$764,143

$708,961

$631,325

$599,619

$304,104

Working capital (deficit)

(88,646)

(62,375)

(56,264)

(40,472)

(27,511)

Long-term debt

300,000

261,200

200,350

189,750

87,600

Partners' equity

330,589

349,986

341,991

285,381

169,994

           

Distributions declared

         

Per limited partner unit

$1.53

$1.425

$1.29

$1.265

$1.20

           

Other Data

         

Depreciation and amortization

$39,572

$35,082

$32,065

$21,528

$19,072

EBITDA(7)

155,088

151,837

144,673

97,831

100,193

Capital expenditures

93,487

80,400

68,055

44,989

30,239

Combined attendance(8)

11,703

11,224

11,450

7,405

7,445

Combined guest

per capita spending(9)

$34.75

$33.72

$32.38

$31.38

$30.59

 

 

 

For the years ended December 31,

 

1995(3)

1994

1993(4)

1992(5)

1991

(In thousands except per unit and per capita amounts)

           

Operating Data

         

Net revenues

$218,197

$198,358

$178,943

$152,961

$127,950

Operating income

73,013

68,016

57,480

49,111

42,394

Income before taxes

66,136

62,825

61,879

42,921

35,975

Net income

66,136

62,825

61,879

42,921

35,975

Per limited partner unit (6)

1.45

1.40

1.38

0.98

0.84

           

Financial Position

         

Total assets

$274,717

$223,982

$218,359

$209,472

$142,532

Working capital (deficit)

(27,843)

(25,404)

(22,365)

(19,028)

(14,616)

Long-term debt

80,000

71,400

86,800

89,700

65,900

Partners' equity

151,476

115,054

99,967

81,333

55,132

           

Distributions declared

         

Per limited partner unit

$1.1375

$1.0625

$0.9625

$0.8625

$0.7625

           

Other Data

         

Depreciation and amortization

$16,742

$14,960

$14,473

$12,421

$10,314

EBITDA(7)

89,755

82,976

71,953

61,532

52,708

Capital expenditures

28,520

19,237

23,813

15,934

10,333

Combined attendance(8)

6,783

6,148

5,761

5,049

4,313

Combined guest

per capita spending(9)

$29.07

$29.23

$27.94

$27.21

$26.74

NOTE 1 - The 2000 operating results include a non-recurring cost to terminate general partner fees of $7.8 million, or $.15 per unit.

NOTE 2 - Knott's Berry Farm is included in 1997 data only for the three days subsequent to its acquisition on December 29, 1997.

NOTE 3 - Worlds of Fun/Oceans of Fun is included in 1995 data for the period subsequent to its acquisition on July 28, 1995.

NOTE 4 - The 1993 operating results include a non-recurring credit for deferred taxes of $11.0 million, or $0.25 per unit.

NOTE 5 - Dorney Park & Wildwater Kingdom is included in 1992 data for the period subsequent to its acquisition on July 21, 1992.

NOTE 6 - Net income per limited partner unit is computed based on the weighted average number of units outstanding and equivalents outstanding - assuming dilution.

NOTE 7 - EBITDA represents earnings before interest taxes, depreciation and amortization.

NOTE 8 - Combined attendance includes attendance figures from the five amusement parks and the four separate-gated water parks.

NOTE 9 - Combined guest per capita spending includes all amusement park, water park, causeway tolls and parking revenues for the amusement park and water park operating seasons. Revenues from marina, hotel, campground and other out-of-park operations are excluded from these statistics.

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS.

Management's Analysis of Results of Operations

Net revenues for the year ended December 31, 2000 were $472.9 million, an 8% increase over the year ended December 31, 1999. This followed a 4% increase in 1999, when revenues rose to $438.0 million from $419.5 million in 1998. Net revenues for 2000 reflect a 4% increase in combined attendance across our nine properties (to 11.7 million from 11.2 million in 1999), a 3% increase in combined guest per capita spending and an increase of 11% in out-of-park revenues. In 2000, attendance increases at Cedar Point and Valleyfair nearly offset the attendance decline at Dorney Park caused be very poor weather throughout much of the season, and combined attendance at the five amusement parks finished the year at 10.6 million, almost even with 1999. Meanwhile, combined attendance at the Partnership's four water parks nearly doubled to 1.2 million, with the two new California water parks accounting for the increase.

In 1999, Knott's Berry Farm and Dorney Park both had record years, which nearly offset attendance declines at Cedar Point, Valleyfair and Worlds of Fun caused by the lack of major new rides and less than ideal weather conditions. In 1998, Knott's Berry Farm's full-year contribution accounted for most of the increase in combined attendance and revenues. Meanwhile, attendance at the Partnership's original four parks was up 7% over 1997, due to the successful debuts of the Power Tower thrill ride at Cedar Point and the Mamba roller coaster at Worlds of Fun, as well as improved weather at Cedar Point throughout the season. In addition, Dorney Park continued to perform strongly in 1998 and achieved its second straight record year. Combined guest per capita spending increased 4% in 1999 and 3% in 1998.

Costs and expenses before depreciation and amortization in 2000 increased to $317.8 million from $286.2 million in 1999 and $274.8 million in 1998, largely due to the inclusion of the daily operations of the Breakers Express Hotel and the two California water parks in 2000 and the Buena Park Hotel's operations beginning in 1999. Included in current year costs and expenses are approximately $7.8 million of non-recurring charges incurred in eliminating the Partnership's previous general partner fee and executive compensation systems, while $7.5 million and $6.4 million of fees were earned by the General Partner under the previous system in 1999 and 1998, respectively.

Operating income in 2000 decreased 1% to $115.5 million, following a 4% increase in 1999 and a 48% increase in 1998. Operating results in the current year were significantly impacted by the $7.8 million of non-recurring costs. Excluding this one-time charge, operating income increased 6% as the result of increases in guest per capita spending at each of the parks and additional revenues generated by the two new water parks and the new hotel at Cedar Point. In 1999, operating income increased as the result of increases in guest per capita spending at each of the parks and increases in attendance at Knott's Berry Farm and Dorney Park. In 1998, operating income increased as the result of increases in attendance and guest per capita spending at each of the Partnership's original four parks, together with Knott's Berry Farm's first full-year profit contribution.

Net income for 2000, after the $7.8 million, or $.15 per unit, special charge, decreased 9% to $77.8 million compared to $85.8 million in 1999 and $83.4 million in 1998. In 2000, interest expense rose due to rising interest rates, as well as increased borrowings from the 1999 acquisitions of a hotel and water park in California, large unit repurchases under the buy-back program, and significant capital expenditures at several of the parks for the 2000 season.

For 2001, the Partnership plans to invest $38 million in capital improvements at its nine properties, including the construction of Talon, a world-class suspended coaster, at Dorney Park; an upscale camping complex, called Lighthouse Point, at Cedar Point; and the addition of Camp Snoopy and the PEANUTS characters at Worlds of Fun. We are optimistic that these investments, as well as other improvements at each of the parks, will generate a high level of public interest and acceptance. However, stable population trends in our market areas and uncontrollable factors, such as weather, the economy, and competition for leisure time and spending, preclude us from anticipating significant long-term increases in attendance at our parks. Historically, the Partnership has been able to improve its profitability by continuing to make substantial investments in its parks and resort facilities. This has enabled us to maintain consistently high attendance levels as well as steady increases in guest per capita spending and revenues from guest accommodations, while carefully controlling operating and administrative expenses.

In 2000, 2.4 million variable price unit options were issued to the Partnership's senior management, which will require recognition in future periods of charges for non-cash compensation expense to the extent the exercise price of the options falls below the market price of our limited partnership units.

Partnership Financial Condition

The Partnership ended 2000 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio of 4.5 at December 31, 2000 is the result of the Partnership's highly seasonal business and careful management of cash flow. Receivables and inventories are at normally low seasonal levels and credit facilities are in place to fund current liabilities and pre-opening expenses as required.

In 2000, cash generated from operations totaled $114.1 million and new term loan borrowings totaled $77.4 million. The Partnership used $93.5 million for capital expenditures, $77.5 million for distributions to the general and limited partners, $26.6 million to repurchase limited partnership units on the open market and $1.0 million to reduce the General Partner's interest in the Partnership. Distributions in 2001, at the current annual rate of $1.56 per unit, would total approximately $79 million, 2% higher than the distributions paid in 2000.

The Partnership has available through April 2002 a $200 million revolving credit facility, of which the full $200 million was borrowed as of December 31, 2000. An additional $150 million revolving credit facility is available through November 2001 to fund peak seasonal requirements, of which $38.6 million was borrowed as of December 31, 2000. Credit facilities and cash flow from operations are expected to be adequate to meet seasonal working capital needs, planned capital expenditures and regular quarterly cash distributions.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Report of Independent Public Accountants

To the Partners of Cedar Fair, L.P.:We have audited the accompanying consolidated balance sheets of Cedar Fair, L.P. (a Delaware limited partnership) and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of operations, partners' equity and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cedar Fair, L.P. and subsidiaries as of December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

Cleveland, Ohio,

January 22, 2001.

 

 

CEDAR FAIR, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per unit data)

 

For the years ended December 31,

 

2000

 

1999

 

1998

             

Net revenues:

           

Admissions

 

$ 236,145

 

$ 217,499

 

$ 213,869

Food, merchandise and games

 

194,245

 

184,190

 

178,529

Accommodations and other

 

42,530

 

36,312

 

27,102

   

472,920

 

438,001

 

419,500

             

Costs and expenses:

           

Cost of products sold

 

51,758

 

49,404

 

48,061

Operating expenses

 

203,680

 

185,907

 

178,827

Selling, general and administrative

 

54,567

 

50,853

 

47,939

Depreciation and amortization

 

39,572

 

35,082

 

32,065

Non-recurring cost to terminate

           

general partner fees

 

7,827

 

-

 

-

   

357,404

 

321,246

 

306,892

             

Operating income

 

115,516

 

116,755

 

112,608

             

Interest expense

 

21,357

 

15,371

 

14,660

             

Income before taxes

 

94,159

 

101,384

 

97,948

             

Provision for taxes

 

16,353

 

15,580

 

14,507

             

Net income

 

77,806

 

85,804

 

83,441

Net income allocated to general partner

 

78

 

429

 

417

Net income allocated to limited partners

 

$ 77,728

 

$ 85,375

 

$ 83,024

             

Earnings per limited partner unit:

           

Weighted average limited partner units

outstanding - basic

 

51,369

 

51,928

 

51,161

Net income per limited partner unit -
basic

 

$ 1.51

 

$ 1.64

 

$ 1.62

             
             

Weighted average limited partner units

and equivalents outstanding - diluted

 

51,679

 

52,390

 

52,414

Net income per limited partner unit -
diluted

 

$ 1.50

 

$ 1.63

 

$ 1.58

 

 

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P.

CONSOLIDATED BALANCE SHEETS

(In thousands)

December 31,

 

2000

 

1999

ASSETS

       

Current Assets:

       

Cash

 

$ 2,392

 

$ 638

Receivables

 

5,270

 

7,457

Inventories

 

13,358

 

11,951

Prepaids

 

4,358

 

4,138

Total current assets

 

25,378

 

24,184

Land, Buildings, Rides and Equipment:

       

Land

 

136,564

 

134,884

Land improvements

 

112,927

 

95,240

Buildings

 

238,446

 

207,973

Rides and equipment

 

466,545

 

391,312

Construction in progress

 

10,918

 

44,484

   

965,400

 

873,893

Less accumulated depreciation

 

(236,481)

 

(199,253)

   

728,919

 

674,640

         

Intangibles, net of amortization

 

9,846

 

10,137

   

$ 764,143

 

$ 708,961

LIABILITIES AND PARTNERS' EQUITY

       
         

Current Liabilities:

       

Short-term borrowings

 

$ 38,550

 

$ -

Accounts payable

 

16,562

 

21,563

Distribution payable to partners

 

19,837

 

18,860

Accrued interest

 

3,474

 

2,789

Accrued taxes

 

14,293

 

20,176

Accrued salaries, wages and benefits

 

9,776

 

10,831

Self-insurance reserves

 

10,156

 

9,371

Other accrued liabilities

 

1,376

 

2,969

Total current liabilities

 

114,024

 

86,559

         

Other Liabilities

 

19,530

 

11,216

         

Long-Term Debt:

       

Revolving credit loans

 

200,000

 

161,200

Term debt

 

100,000

 

100,000

   

300,000

 

261,200

         

Partners' Equity:

       

Special L.P. interests

 

5,290

 

5,290

General partner

 

110

 

549

Limited partners, 50,813 and 51,798 units outstanding as of

       

December 31, 2000 and 1999, respectively

 

325,189

 

344,147

   

330,589

 

349,986

   

$ 764,143

 

$ 708,961

The accompanying Notes to Consolidated Financial Statements are an integral part of these balance sheets.

CEDAR FAIR, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the years ended December 31,

 

2000

 

1999

 

1998

             

CASH FLOWS FROM (FOR) OPERATING ACTIVITIES

           

Net income

 

$77,806

 

$ 85,804

 

$83,441

Adjustments to reconcile net income to net cash from

           

operating activities:

           

Depreciation and amortization

 

39,572

 

35,082

 

32,065

Change in assets and liabilities, net of effects from acquisitions

           

Decrease (increase) in inventories

 

(1,407)

 

(1,661)

 

80

Decrease (increase) in current and other assets

 

1,894

 

(1,789)

 

105

Increase (decrease) in accounts payable

 

(5,001)

 

4,384

 

1,371

Increase (decrease) in accrued taxes

 

(5,883)

 

1,220

 

14,354

Increase (decrease) in self-insurance reserves

 

785

 

1,197

 

(1,332)

Increase (decrease) in other current liabilities

 

(1,963)

 

284

 

(2,589)

Increase (decrease) in other liabilities

 

8,314

 

(537)

 

1,441

Net cash from operating activities

 

114,117

 

123,984

 

128,936

             

CASH FLOWS FROM (FOR) INVESTING ACTIVITIES

           

Capital expenditures

 

(93,487)

 

(80,400)

 

(68,055)

Acquisitions of Buena Park Hotel and White Water Canyon:

           

Land, buildings, rides and equipment acquired

 

-

 

(29,026)

 

-

Negative working capital assumed

 

-

 

21

 

-

Net cash (for) investing activities

 

(93,487)

 

(109,405)

 

(68,055)

             

CASH FLOWS FROM (FOR) FINANCING ACTIVITIES

           

Acquisitions of Buena Park Hotel and White Water Canyon:

           

Borrowings on revolving credit loans

 

-

 

29,005

 

-

Other net borrowings (payments) on revolving credit loans

 

77,350

 

31,845

 

(39,400)

Term debt borrowings

 

-

 

-

 

50,000

Distributions paid to partners

 

(77,518)

 

(72,485)

 

(65,400)

Reduction of general partner interest

 

(1,000)

 

-

 

-

Repurchase of limited partnership units

 

(26,566)

 

(3,443)

 

(7,464)

Issuance of units for vested deferred compensation

 

8,858

 

-

 

-

Net cash (for) financing activities

 

(18,876)

 

(15,078)

 

(62,264)

             

CASH

           

Net increase (decrease) for the period

 

1,754

 

(499)

 

(1,383)

Balance, beginning of period

 

638

 

1,137

 

2,520

Balance, end of period

 

$ 2,392

 

$ 638

 

$ 1,137

             

SUPPLEMENTAL INFORMATION

           

Cash payments for interest expense

 

$20,672

 

$15,736

 

$13,091

Interest capitalized

 

1,839

 

400

 

-

Cash payments for income taxes

7,127

14,360

-

Reduction of final purchase price of Knott's Berry Farm

 

-

 

-

 

3,506

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P.

CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY

(In thousands except unit and per unit amounts)

 

   

Special

 

General

 

Limited

 

Total

   

L.P.

 

Partner's

 

Partners'

 

Partners'

   

Interests

 

Equity

 

Equity

 

Equity

                 

Balance at December 31, 1997

 

$ 5,290

 

$ 413

 

$ 279,678

 

$ 285,381

                 

Expiration of redemption rights on

               

1,721,717 limited partnership units

 

-

 

-

 

44,286

 

44,286

                 

Reduction of final purchase price of

               

Knott's Berry Farm by 144,383 units

 

-

 

-

 

(3,506)

 

(3,506)

                 

Allocation of net income

 

-

 

417

 

83,024

 

83,441

                 

Partnership distributions declared

 

-

 

(338)

 

(67,273)

 

(67,611)

($1.29 per limited partner unit)

               
                 

Balance at December 31, 1998

 

5,290

 

492

 

336,209

 

341,991

                 

Repurchase of 182,335 limited

               

partnership units

 

-

 

-

 

(3,443)

 

(3,443)

                 

Allocation of net income

 

-

 

429

 

85,375

 

85,804

                 

Partnership distributions declared

 

-

 

(372)

 

(73,994)

 

(74,366)

($1.425 per limited partner unit)

               
                 

Balance at December 31, 1999

 

5,290

 

549

 

344,147

 

349,986

                 

Reduction of general partner interest

 

-

 

(439)

 

(561)

 

(1,000)

                 

Repurchase of 1,474,447 limited

               

partnership units

 

-

 

-

 

(26,566)

 

(26,566)

                 

Issuance of 489,798 units for vested

               

deferred compensation

 

-

 

-

 

8,858

 

8,858

                 

Allocation of net income

 

-

 

78

 

77,728

 

77,806

                 

Partnership distributions declared

 

-

 

(78)

 

(78,417)

 

(78,495)

($1.53 per limited partner unit)

               
                 

Balance at December 31, 2000

 

$ 5,290

 

$ 110

 

$ 325,189

 

$ 330,589

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

 

Notes To Consolidated Financial Statements

(1) Partnership Organization:

Cedar Fair, L.P. (the "Partnership") is a Delaware limited partnership which commenced operations in 1983 when it acquired Cedar Point, Inc., and became a publicly traded partnership in 1987. At December 31, 2000 there were 51,980,183 limited partnership units registered on The New York Stock Exchange. The Partnership's General Partner is Cedar Fair Management Company, an Ohio corporation owned by the Partnership's executive management (the "General Partner"). The General Partner owns a 0.1% interest in the Partnership's income, losses and cash distributions except in defined circumstances, and has full control over all activities of the Partnership.

In November 1999, the Partnership announced a program to repurchase up to $25,000,000 of its limited partnership units, and in September 2000, the unit repurchase program was extended by another $25,000,000. As of December 31, 2000, 1,166,984 units were held in treasury at an approximate cost of $21,151,000.

At a special meeting of limited partners held on August 25, 2000, the Partnership obtained the approval of a plan to revise its existing General Partner fee and executive compensation systems, retroactive to January 1, 2000, and to reduce the General Partner's interest in the Partnership from 0.5% to 0.1%. In 2000, the Partnership's limited partner units represent, in the aggregate, a 99.9% interest in income, losses and cash distributions of the Partnership, compared with a 99.5% interest in prior periods.

The Partnership Agreement was amended to eliminate the fees paid by the Partnership to the General Partner, retroactive to January 1, 2000. In previous years the General Partner earned a fee equal to .25% of the Partnership's net revenues, as defined, and also earned incentive compensation when quarterly distributions exceeded certain levels as defined in the Partnership Agreement. The General Partner earned $7,467,000 and $6,405,000 of total fees in 1999 and 1998.

In connection with terminating the existing General Partner fee and executive compensation systems, non-recurring costs totaling approximately $7.8 million were incurred by the Partnership in the third quarter. In addition, all deferred limited partnership units outstanding under the prior compensation program were immediately vested and issued to senior management. The General Partner was also paid $1.0 million to reduce its interest in the Partnership to 0.1% effective January 1, 2000.

The General Partner may, with the approval of a specified percentage of the limited partners, make additional capital contributions to the Partnership, but is only obligated to do so if the liabilities of the Partnership cannot otherwise be paid or there exists a negative balance in its capital account at the time of its withdrawal from the Partnership. The General Partner, in accordance with the terms of the Partnership Agreement, is required to make regular cash distributions on a quarterly basis of all the Partnership's available cash, as defined.

(2) Summary of Significant Accounting Policies:

The following policies are used by the Partnership in its preparation of the accompanying consolidated financial statements.

Principles of Consolidation

The consolidated financial statements include the accounts of the Partnership and its wholly-owned subsidiaries. All significant intercompany transactions and balances are eliminated in consolidation.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during each period. Actual results could differ from those estimates.

Inventories

The Partnership's inventories primarily represent purchased products, such as merchandise and food, for sale to its customers. All inventories are valued at the lower of first-in, first-out (FIFO) cost or market.

Depreciation and Amortization

The Partnership's policy is to provide depreciation on a straight-line basis over the estimated useful lives of its assets. The composite method is used for the group of assets acquired as a whole in 1983, as well as for the groups of like assets of each subsequent business acquisition. The unit method is used for all individual assets purchased.

Under the composite depreciation method, assets with similar estimated lives are grouped together and the several pools of assets are depreciated on an aggregate basis. Gains and losses on the retirement of assets, except those related to abnormal retirements, are credited or charged to accumulated depreciation. Accumulated gains and losses on asset retirements under the composite depreciation method have not been significant.

Under the unit method of depreciation, individual assets are depreciated over their estimated useful lives, with gains and losses on all asset retirements recognized currently in income.

The weighted average useful lives combining both methods are approximately:

Land improvements

24 Years

Buildings

30 Years

Rides

19 Years

Equipment

10 Years

 

Goodwill is amortized on a straight-line basis over a 40-year period.

Segment Reporting

The Partnership is in the single business of operating amusement parks with accompanying resort facilities.

Income Taxes

Because of its legal structure, the Partnership is not subject to regular corporate income taxes; rather, the Partnership's tax attributes are included in the individual tax returns of its partners. Neither the Partnership's financial reporting income, nor the cash distributions to unitholders, can be used as a substitute for the detailed tax calculations which the Partnership must perform annually for its partners. Net income from the Partnership is not treated as " passive income" for federal income tax purpose. As a result, partners subject to the passive activity loss rules are not permitted to offset income from the Partnership with passive losses from other sources.

The tax returns of the Partnership are subject to examination by state and federal tax authorities. If such examination result in changes to taxable income, the tax liability of the partners could be changed accordingly.

Federal and state tax legislation in 1997 provided a permanent income tax exemption to existing "publicly traded partnerships," such as Cedar Fair, L.P., with new taxes to be levied on partnership gross income (net revenues less cost of products sold) beginning in 1998. The Partnership recorded provisions of $16.4 million, $15.6 million and $14.5 million for these federal and state taxes in 2000, 1999 and 1998, respectively.

Earnings Per Unit

The Partnership has presented earnings per unit amounts for all periods to conform with Statement of Financial Accounting Standards (SFAS) No. 128 "Earnings per Share." For purposes of calculating the basic and diluted earnings per limited partner unit, no adjustments have been made to the reported amounts of net income. The unit amounts used are as follows:

 

 

2000

1999

1998

(In thousands except per unit data)

       

Basic weighted average units outstanding

51,369

51,928

51,161

Effect of dilutive units:

     

Deferred units

310

422

355

Contingent units - Knott's acquisition

-

40

898

       

Diluted weighted average units outstanding

51,679

52,390

52,414

       

Net income per unit-basic

$1.51

$1.64

$1.62

       

Net income per unit-diluted

$1.50

$1.63

$1.58

 

(3) Long-Term Debt:

At December 31, 2000 and 1999, long-term debt consisted of the following;

 

2000

1999

(In thousands)

Revolving credit loans

$200,000

$161,200

Term debt

100,000

100,000

 

$300,000

$261,200

Revolving Credit Loans

The Partnership is party to a credit agreement with five banks under which it has available a $200 million revolving credit facility through April 2002. In November 2000, the Partnership entered into a new, 364-day credit agreement with another bank group for an additional $150 million revolving credit facility through November 2001. Borrowings under these credit facility were $238.6 million as of December 31, 2000, at an average interest rate of 6.99%. Of the total borrowings, $38.6 million is classified as a current liability under terms of the small facility. The maximum outstanding revolving credit balance during 2000 was $276.3 million.

Borrowings under these agreements bear interest at the banks' prime lending rate, with more favorable LIBOR and other rate options. The agreements require the Partnership to pay a commitment fee of up to 0.225% per annum on the daily unused portion of the credit. The Partnership, at its option, may make prepayments without penalty and reduce the loan commitments.

The Partnership's policy is to capitalize interest on major construction projects. Interest of $1,839,000 and $400,000 on such projects was capitalized in 2000 and 1999, respectively. No interest was capitalized in 1998, as the amount was immaterial.

Term Debt

In 1994, the Partnership refinanced $50 million in senior notes at an interest rate of 8.43%. The Partnership is required to make annual repayments of $10 million in August 2002 through August 2006 and may make prepayments with defined premiums.

In 1998, the Partnership entered into another note agreement for the issuance of an additional $50 million in 6.68% senior notes to refinance a portion of the Knott's Berry Farm acquisition. The Partnership is required to make annual repayments of $10 million in August 2007 through August 2011 and may make prepayments with defined premiums.

The fair value of the aggregate future repayments on term debt at December 31, 2000, as required by SFAS No. 107, would be approximately $102.3 million, applying a discount rate of 7.2%.

Covenants

Under the terms of the debt agreements, the Partnership, among other restrictions, is required to maintain a specified level of net tangible assets, as defined, and comply with certain cash flow, interest coverage, and debt to net worth levels. The Partnership was in compliance with these covenants as of December 31, 2000.

 

(4) Derivative Financial Instruments:

The Partnership has only limited involvement with derivative financial instruments and does not use them for trading purposes. They are only used within the Partnership's overall risk management program to manage certain interest rate and foreign currency risks from time to time.

During 2000, the Partnership entered into several interest rate swap agreements as a means of converting a portion of its variable rate bank debt into fixed rate debt. Cash flows related to these interest rate swap agreements are included in interest expense over the terms of the agreements, which range from one to two years in maturity. At December 31, 2000, the Partnership had outstanding interest rate swap agreements with notional amounts totaling $150 million, at an average rate of 6.59%. The fair market value of all interest rate swap agreements, which was obtained from broker quotes, was a net liability of $1.2 million at December 31, 2000.

 

(5) Special L.P. Interests:

In accordance with the Partnership Agreement, certain partners were allocated $5.3 million of 1987 and 1988 taxable income (without any related cash distributions) for which they received Special L.P. Interests. The Special L.P. Interests do not participate in cash distributions and have no voting rights. However, the holders of Special L.P. Interests will receive in the aggregate $5.3 million upon liquidation of the Partnership.

 

(6) Unit Options:

On August 25, 2000, the Partnership's unitholders approved the establishment of a new Equity Incentive Plan allowing the award of up to 4.8 million options and other forms of equity as an element of compensation to senior management and other key employees, as well as the grant of 2.3 million unit options, with a variable exercise price, in connection with the termination of the Partnership's General Partner fee and executive compensation systems. An additional 65,600 variable options and 19,500 fixed options were granted to other key employees and directors later in the year. All options vest over a five-year period and have a maximum term of ten years. The variable price options have an exercise price which declines by the value of cash distributions declared on the underlying units.

The Partnership's unit options are accounted for under APB Opinion No. 25, "Accounting for Stock Issued to Employees." As of December 31, 2000, the weighted average exercise price of the outstanding options was $18.83. Because the exercise price was higher than the market price of limited partnership units at that date, no compensation expense related to the variable price options has been recognized in the accompanying consolidated financial statements. Had compensation expense for the plans been determined using the estimated fair value of options under SFAS No. 123, "Accounting for Stock-Based Compensation," the Partnership's net income and earnings per unit would have been reduced to the following pro forma amounts:

 

Year Ended December 31,

2000

(In thousands, except per unit data)

 
   

Net income : As reported

$77,806

Pro forma

73,254

Diluted earnings per unit:

 

As reported

$1.50

Pro forma

1.42

The fair value of each option was estimated at the date of grant using a binomial option-pricing model with the following weighted average assumptions: a risk-free interest rate of 7.6%, a distribution yield of 8.2%, a volatility factor of 21.3% and a weighted average expected life of 10 years. No unit options were outstanding prior to 2000.

A summary of option activity for 2000 follows:

 

 

 

Units

Weighted Average

Exercise Price

Outstanding at beginning of year

-

-

Granted

2,415,100

$19.93

Exercised

-

-

Canceled

-

-

Outstanding at end of year

2,415,100

$18.83

Weighted average fair value of options

granted during the year

$11.61

 

No option were exercisable at December 31, 2000. Their exercise prices at yearend ranged from $17.85 to $18.86 and are summarized below:

 

 

 

 

Type

 

Range of

Exercise

Prices

 

 

Options

Outstanding

Weighted

Average

Remaining

Contractual

Life

Weighted

Average

Exercise

Price

         

Variable

$17.85-$18.86

2,395,600

9.2

$18.84

Fixed

$17.85

19,500

9.8

$17.85

 

$17.85-$18.86

2,415,100

9.2

$18.83

 

(7) Retirement Plans:

The Partnership has trusteed, noncontributory retirement plans for the majority of its employees. Contributions are discretionary and were $3,373,000 in 2000, $3,340,000 in 1999, and $3,229,000 in 1998. These plans also permit nonunion employees to contribute specified percentages of their salary, matched up to a limit by the Partnership. Matching contributions approximated $1,249,000 in 2000, $1,162,000 in 1999, and $1,215,000 in 1998.

In addition, approximately 125 employees are covered by union-sponsored, multi-employer pension plans for which approximately $503,000, $462,000, and $400,000 were contributed for the years ended December 31, 2000, 1999 and 1998, respectively. The Partnership believes that, as of December 31, 2000, it would have no withdrawal liability as defined by the Multiemployer Pension Plan Amendments Act of 1980.

 

 

(8) Contingencies:

The Partnership is a party to a number of lawsuits arising in the normal course of business. In the opinion of management, these matters will not have a material effect in the aggregate on the Partnership's financial statements.

 

(9) Acquisitions:

On December 7, 1999, the Partnership acquired White Water Canyon, a water park located near San Diego in Chula Vista, California, for a cash purchase price of $11.6 million. The purchase price has been allocated to assets and liabilities acquired based on their relative fair values at the date of acquisition. White Water Canyon's assets, liabilities and results of operations since December 7, 1999 are included in the accompanying consolidated financial statements.

On February 19, 1999, the Partnership acquired the 320-room Buena Park Hotel, which is located adjacent to Knott's Berry Farm in Buena Park, California. The purchase price of $17.5 million has been allocated to the assets and liabilities acquired based on their relative fair values at the date of acquisition. The hotel's assets, liabilities and results of operations since February 19, 1999 are included in the accompanying consolidated financial statements.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE.

None.

 

 

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.

Cedar Fair Management Company, an Ohio corporation owned by members of the Partnership's executive management, is the General Partner of the Partnership and has full responsibility for the management of the Partnership. For additional information, attention is directed to Note 1 to the Consolidated Financial Statements on page 17 of this Report.

Directors:

Name

 

Age

 

Position with General Partner

         

Richard L. Kinzel

 

60

 

President and Chief Executive Officer, Director since 1986

Lee A. Derrough *

 

56

 

Director since 1995

Richard S. Ferreira *

 

60

 

Director since 1997

Terry C. Hackett #

 

52

 

Director since 1997

Bruce A. Jackson

 

49

 

Corporate Vice President-Finance and Chief Financial Officer, Director since 2000

Mary Ann Jorgenson #

 

60

 

Director since 1988

Michael D. Kwiatkowski #

 

53

 

Director since 2000

Donald H. Messinger #

 

57

 

Director since 1993

Thomas A. Tracy *

 

69

 

Director since 1993

* Member of Audit Committee.

# Member of Compensation Committee.

The Board of Directors of the General Partner has a Compensation Committee and an Audit Committee. The Compensation Committee reviews the Partnership's compensation and employee benefit policies and programs and recommends related actions, as well as executive compensation decisions, to the Board of Directors. The Audit Committee selects and meets periodically with the Partnership's independent auditors, reviews the activities of the Partnership's internal audit staff, considers the recommendations of the independent and internal auditors, and reviews the quarterly financial statements each quarter and the annual financial statements upon completion of the audit.

Each director of the General Partner is elected for a one-year term.

Executive Officers:

Name

 

Age

 

Position with General Partner

         

Richard L. Kinzel

 

60

 

President and Chief Executive Officer since 1986

John R. Albino

 

54

 

Vice President & General Manager-Dorney Park since 1995

H. Philip Bender

 

44

 

Vice President & General Manager-Worlds of Fun since 2000

Richard J. Collingwood

 

61

 

Corporate Vice President-Administration since 2000

Jacob T. Falfas

 

49

 

Vice President & General Manager-West Coast Operations since 2000

Craig Freeman

 

47

 

Vice President & General Manager-Knott's Camp Snoopy since 1996

H. John Hildebrandt

 

51

 

Vice President-Marketing-Cedar Point since 1993

Bruce A. Jackson

 

49

 

Corporate Vice President-Finance and Chief Financial Officer since 1992

Lee C. Jewett

 

66

 

Corporate Vice President-Planning & Design since 1990

Carolyn Kehler

 

53

 

Vice President-Marketing and Sales-Knott's Berry Farm since 1994

Daniel R. Keller

 

51

 

Vice President & General Manager-Cedar Point Resort since 2000

Bonny F. Kirin-Perez

 

47

 

Vice President-Food Services/Accommodations-Knott's Berry Farm since 1999

Wayne E. Olcott

 

52

 

Vice President-Accommodations-Cedar Point since 1999

Charles M. Paul

 

47

 

Vice President & Corporate Controller since 2000

Walter R. Wittmer

 

60

 

Vice President & General Manager-Minnesota Operations since 2000

BUSINESS EXPERIENCE.

Directors:

Richard L. Kinzel has served as president and chief executive officer since 1986. Mr. Kinzel has been employed by the Partnership or its predecessor since 1972, and from 1978 to 1986 he served as vice president and general manager of Valleyfair.

Lee A. Derrough is President and CEO of Hunt Midwest Enterprises, Inc., and has been associated with the Hunt companies since 1967. Mr. Derrough was elected as a director in 1995 pursuant to the Contribution Agreement dated July 28, 1995, which entitles Hunt Midwest Enterprises, Inc. to appoint a representative on the Board of Directors so long as it owns more than 1,380,000 units of Cedar Fair, L.P. Mr. Derrough is also a past president of the International Association of Amusement Parks and Attractions.

Richard S. Ferreira 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 for more than 26 years.

Terry C. Hackett is a business attorney and President of Hackett Management Corporation (real estate management) and previously served on the Board of Directors of Knott's Berry Farm from 1981 to 1997. Mr. Hackett was elected a director in 1997 as a representative of the Knott family following the acquisition of Knott's Berry Farm.

Bruce A. Jackson has served as Corporate Vice President-Finance and Chief Financial Officer since 1992. Mr. Jackson is a certified public accountant.

Mary Ann Jorgenson is a partner in the law firm of Squire, Sanders & Dempsey L.L.P., the Partnership's General Counsel, and has been associated with the firm since 1975. She is also a director of S 2 Golf Inc. (manufacturer and distributor of golf clubs and bags) and Anthony & Sylvan Pools Corporation (manufacturer and installer of concrete in-ground swimming pools), and is Corporate Secretary of Ferro Corporation.

Michael D. Kwiatkowski has been a consultant in the food service 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.

Donald H. Messinger is a partner in the law firm of Thompson Hine & Flory LLP and has been associated with the firm since 1968.

Thomas A. Tracy is a business consultant and was a partner in the public accounting firm of Arthur Andersen LLP from 1966 until his retirement in 1989.

 

Executive Officers:

Richard L. Kinzel. See "Directors" above.

John R. Albino has served as Vice President & General Manager of Dorney Park & Wildwater Kingdom since 1995.

H. Philip Bender was promoted to Vice President & General Manager of Worlds of Fun / Oceans of Fun at the end of 2000. Prior to that, he had served as Vice President-Retail Operations of Worlds of Fun since the beginning of 2000, and Director-Retail Operations of Worlds of Fun from 1995 to 2000.

Richard J. Collingwood was promoted to Corporate Vice President-Administration at the end of 2000. Prior to that, he had served as Corporate Vice President-General Services since 1992.

 

Executive Officers (continued):

Jacob T. Falfas was promoted to Vice President & General Manager of West Coast Operations at the end of 2000. He served as Vice President & General Manager of Knott's Berry Farm from December 1997 through 2000. From 1993 to 1997, he served as Vice President-Park Operations of Cedar Point.

Craig Freeman has served as Vice President & General Manager of Knott's Camp Snoopy at the Mall of America since 1996.

H. John Hildebrandt has served as Vice President-Marketing of Cedar Point since 1993.

Bruce A. Jackson. See "Directors" above.

Lee C. Jewett has served as Corporate Vice President-Planning & Design since 1990.

Carolyn Kehler has served as Vice President-Marketing and Sales of Knott's Berry Farm since 1994.

Daniel R. Keller was promoted to Vice President & General Manager of Cedar Point Resort at the end of 2000. Prior to that, he served as Vice President & General Manager of Worlds of Fun / Oceans of Fun since 1995.

Bonny F. Kirin-Perez has served as Vice President-Food Services and Accommodations of Knott's Berry Farm since 1999. Prior to that, she served as Director-Food and Beverage of Knott's Berry Farm from 1996 to 1998, and was Director-Food and Beverage of the Atlanta Committee for the Olympics from 1994 to 1996.

Wayne E. Olcott has served as Vice President-Accomodations of Cedar Point since 1999. From 1996 to 1998, he was involved in an independent construction business, which redeveloped hotel properties.

Charles M. Paul was promoted to Vice President & Corporate Controller in 2000. He had served as Corporate Controller from 1996 to 2000, and prior to that was Controller of Cedar Point for more than five years. Mr. Paul is a certified public accountant.

Walter R. Wittmer was promoted to Vice President & General Manager of Minnesota Operations at the end of 2000. He served as Vice President & General Manager of Valleyfair from 1988 through 2000.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Section 16(a) of the Securities Exchange Act of 1934 requires the Registrant's directors, executive officers and persons who own more than ten percent of its Depositary Units ("Insiders") to file reports of ownership and changes in ownership, within 10 days following the last day of the month in which any change in such ownership has occurred, with the Securities and Exchange Commission and The New York Stock Exchange, and to furnish the Partnership with copies of all such forms they file. The Partnership understands from the information provided to it by these individuals that all filing requirements applicable to the Insiders were met for 2000, except for Mr. Messinger who made one inadvertently late filing due to a delay in the reporting of a purchase of units by an indirect beneficial owner during the year, and Mr. Hildebrandt who made one inadvertently late filing due to a delay in the reporting of a sale of units during the year.

 

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

                 
   

Annual Compensation

 

Long-Term Compensation

 

(a)

(b)

(c)

(d)

(e)

 

(f)

(g)

(i)

       

Other

   

Securities

 
   

Salary

Bonus

Annual Compensation

 

Restricted

Unit Awards

Underlying Options

All Other

Compensation

Name and Principal Position

Year

($)

($)

($)

 

($)

(#)

($)

                 

Richard L. Kinzel,

2000

799,979

412,933

1,590,336

 

-

720,000

16,450

President and Chief

1999

341,539

882,148

-

 

698,523

-

16,281

Executive Officer

1998

296,924

786,067

-

 

519,500

-

16,200

                 

Bruce A. Jackson, Corporate

2000

399,991

205,130

592,356

 

-

255,000

16,450

Vice President-Finance

1999

185,961

349,929

-

 

277,062

-

16,281

and Chief Financial Officer

1998

154,346

295,386

-

 

215,800

-

16,200

                 

James L. Miears, Executive

2000

349,992

179,845

524,473

 

-

30,000

16,450

Vice President and General

1999

176,346

330,465

-

 

148,827

-

16,281

Manager-Cedar Point-

1998

164,923

314,509

-

 

137,400

-

16,200

Retired December 31, 2000

               
                 

Jacob T. Falfas, Vice President

2000

349,706

180,986

386,376

 

-

205,000

15,650

and General Manager-

1999

209,615

408,321

-

 

142,574

-

13,676

West Coast Operations

1998

188,462

333,530

-

 

84,100

-

16,200

                 

Daniel R. Keller, Vice

2000

302,302

159,704

481,957

 

-

205,000

16,450

President and General

1999

170,961

320,838

-

 

162,007

-

16,281

Manager-Cedar Point Resort

1998

154,692

295,386

-

 

165,800

-

16,200

                 


Notes To Summary Compensation Table:

Column (e)

Other Annual Compensation. One-time payments made in connection with eliminating the Partnership's previous General Partner fee and executive compensation systems.

   

Column (i)

All Other Compensation. Comprises amounts accrued under the following plans:

   
 

1. Profit Sharing Retirement Plan - With respect to 2000, $11,200 was credited to the accounts of each of the named executive officers, with the exception of Mr. Falfas who was credited with $10,400 in 2000.

 

2. Employees' Savings and Investment Plan - With respect to 2000, $5,250 was credited to the accounts of each of the named executive officers.

 

 

UNIT OPTIONS GRANTED IN 2000

           
           

(a)

(b)

(c)

(d)

(e)

(f)

   

% of Total

     
 

Number of Securities

Options Granted to

     

Name

Underlying Options Granted

Employees in Fiscal Year

Exercise or Base Price

Expiration Date

Grant Date Present Value

           

Richard L. Kinzel

720,000

30%

$20.00

3/2/2010

$11.65

           

Bruce A. Jackson

255,000

11%

$20.00

3/2/2010

$11.65

           

James L. Miears

30,000

1%

$20.00

3/2/2010

$11.65

           

Jacob T. Falfas

205,000

8%

$20.00

3/2/2010

$11.65

           

Daniel R. Keller

205,000

8%

$20.00

3/2/2010

$11.65

           

 

Column (d)

Exercise or Base Price. These unit options have an exercise price that declines by the value of the cash distributions declared on the underlying units. The exercise price as of December 31, 2000 was $18.86. Upon a change in control, as defined in the 2000 Equity Incentive Plan, occurring on or before March 2, 2005, all of these options would fully vest and become exercisable at no more than $12.50 per unit.

   

Column (e)

Expiration Date. These unit options vest over a five-year period and have a maximum term of ten years. Upon his retirement on December 31, 2000, Mr. Miears' 30,000 options became fully vested and will expire on March 2, 2003.

   

Column (f)

Grant Date Present Value. The fair value of each unit option was estimated at the date of grant using a binomial option-pricing model with the following weighted average assumptions: a risk-free interest rate of 7.6%, a distribution yield of 8.2%, a volatility factor of 21.3% and a weighted-average expected life of 10 years.

 

 

COMPENSATION OF DIRECTORS.

The Board of Directors establishes the fees paid to Directors and Board Committee members for services in those capacities. The current schedule of such fees is as follows:

1. For service as a member of the Board, $15,000 per annum, payable quarterly, plus $1,000 for attendance at each meeting of the Board;

2. For service as a Board Committee member, $250 for attendance at each Committee meeting held on the same date on which the Board of Directors meets and $1,000 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 a Committee of the Board, a fee of $2,500 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.

In addition, each non-management Director received 1,500 unit options in 2000, which vest over five years and are exercisable through March 2, 2010, at a price of $18.86 per unit, reduced by the value of all cash distributions declared on the underlying units after the November 2000 grant date.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS.

Severance Compensation.

All regular, full-time, non-union affiliated employees, including the named executive officers, 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, seven executive officers of the Partnership, including four of the executive officers named in the Summary Compensation Table, 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 range from 1.6 times the last five years' average cash compensation and 24 months of continued insurance benefits for park General Managers to three times the last five years' average cash compensation, less $1, and 36 months of continued insurance benefits, for the President and Chief Executive Officer.

Restricted Unit Awards.

In connection with eliminating the Partnership's previous General Partner fee and executive compensation systems, all unissued deferred units were fully vested and issued to participants out of units held in treasury during 2000.

 

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 among the executive officers out of prior year 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, beginning on December 1 of the year of grant. 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, retirement at age 62 or over with at least 20 years' service, or removal of the General Partner (unless resulting from reorganization of the Partnership into corporate form), 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, Miears, Falfas and Keller as of December 31, 2000, were $1,104,621, $55,180, $477,915, $12,687 and $0, respectively.

 

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT

A. Security Ownership of Certain Beneficial Owners.

According to information obtained by the Partnership from Schedule 13G filings with the Securities and Exchange Commission concerning the beneficial ownership of its units (determined in accordance with the rules of the Securities and Exchange Commission), there were no parties known to the Partnership to own more than 5 percent of its Depositary Units representing limited partner interests as of January 31, 2001.

B. Security Ownership of Management.

The following table sets forth the number of Depositary Units representing limited partner interests beneficially owned by each Director and named executive officer and by all officers and Directors as a group as of January 31, 2001.

 

Amount and Nature of Beneficial Ownership

 

Beneficial

Investment Power

Voting Power

Percent

Name of Beneficial Owner

Ownership

Sole

Shared

Sole

Shared

of Units

             

Richard L. Kinzel (1)

817,421

398,329

419,092

398,329

419,092

1.6

Lee A. Derrough

2,000

2,000

-0-

2,000

-0-

*

Richard S. Ferreira

3,086

408

2,678

408

2,678

*

Terry C. Hackett (2)

478,367

-0-

478,367

-0-

478,367

*

Bruce A. Jackson

103,912

101,912

2,000

101,912

2,000

*

Mary Ann Jorgenson (3)

764,830

454

764,376

454

764,376

1.5

Michael D. Kwiatkowski

-0-

-0-

-0-

-0-

-0-

*

Donald H. Messinger

2,910

2,510

400

2,510

400

*

James L. Miears (1)

460,069

63,432

396,637

63,432

396,637

*

Thomas A. Tracy

9,873

6,948

2,925

6,948

2,925

*

Jacob T. Falfas

42,061

36,395

5,666

36,395

5,666

*

John R. Albino

54,285

54,285

-0-

54,285

-0-

*

Daniel R. Keller (1)

459,620

76,600

383,020

76,600

383,020

*

Walter R. Wittmer

58,612

58,612

-0-

58,612

-0-

*

All Directors and officers

as a group (23 individuals)

2,617,645

938,033

1,679,612

938,033

1,679,612

5.0

* Less than one percent of outstanding units.

(1) Includes 383,020 units held by a corporation of which Messrs. Kinzel, Miears and Keller, together with certain current and former executive officers of the General Partner, are shareholders and, under Rule 13d-3 of the Securities and Exchange Commission, are deemed to be the beneficial owners of these units by having shared investment and voting power. Messrs. Kinzel, Miears and Keller disclaim beneficial ownership of 331,400, 341,724 and 346,886, respectively, 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.

(2) Excludes 5,446,002 units held by other members of the Knott family.

(3) Includes 763,976 units held by certain trusts of which Mrs. Jorgenson and two other partners of Squire, Sanders & Dempsey L.L.P. are trust advisors, as to which Mrs. Jorgenson disclaims beneficial ownership.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Attention is directed to Note 1 to the Consolidated Financial Statements on page 17 of this Report.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND

REPORTS ON FORM 8-K.

A. 1. Financial Statements

With respect to the consolidated financial statements of the Registrant set forth below, attention is directed to pages 12-22 of this Report.

(i)

Report of Independent Public Accountants.

(ii)

Consolidated Balance Sheets - December 31, 2000 and 1999.

(iii)

Consolidated Statements of Operations - Years ended December 31, 2000, 1999, and 1998.

(iv)

Consolidated Statements of Partners' Equity - Years ended December 31, 2000, 1999, and 1998.

(v)

Consolidated Statements of Cash Flows - Years ended December 31, 2000, 1999, and 1998.

(vi)

Notes to Consolidated Financial Statements - December 31, 2000, 1999, and 1998.

A. 2. Financial Statement Schedules

All Schedules are omitted, as the information is not required or is otherwise furnished.

 

 

 

A. 3. Exhibits

The exhibits listed below are incorporated herein by reference to prior SEC filings by Registrant or are included as exhibits in this Form 10-K.

Exhibit

 

Number

Description

   

3.1*

Form of Third Amended and Restated Certificate and Agreement of Limited Partnership of Cedar Fair, L.P. (included as Exhibit A to the Prospectus).

3.2

Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P., dated as of December 31, 1988.

3.3

Amendment No. 2 to Third Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P., dated as of December 31, 1992.

3.4

Amendment No. 3 to Third Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P., dated as of July 1, 1997. Incorporated herein by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 29, 1997.

3.5

Amendment No. 4 to Third Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P., dated as of August 25, 2000. Incorporated herein by reference to Exhibit A to Registrant's Proxy Statement dated July 26, 2000.

4*

Form of Deposit Agreement.

10.4

Private Shelf Agreement with The Prudential Insurance Company of America dated August 24, 1994 for $50,000,000, 8.43% Senior Notes Due August 24, 2006. Incorporated herein by reference to Exhibit 10.4 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999.

10.9

Credit Agreement dated as of December 19, 1997 between Cedar Fair, L.P., Cedar Fair, Magnum Management Corporation and Knott's Berry Farm as co-borrowers, and KeyBank National Association, NBD Bank, National City Bank, First Union National Bank and Mellon Bank, N.A. as lenders. Incorporated herein by reference to Exhibit 10.1 to Registrant's Form 8-K filed January 13, 1998.

10.10

Amendment No. 1 dated as of January 28, 1998, to Credit Agreement dated as of December 19, 1997. Incorporated herein by reference to Exhibit 10.10 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1998.

10.17

Cedar Fair, L.P. Executive Severance Plan dated as of July 26, 1995.

10.19

Private Shelf Agreement with The Prudential Insurance Company of America dated January 28, 1998 for $50,000,000, 6.68% Series B Notes Due August 24, 2011. Incorporated herein by reference to Exhibit 10.19 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1998.

10.20

Credit Agreement dated as of November 30, 1999 between Cedar Fair, L.P., Cedar Fair, Magnum Management Corporation and Knott's Berry Farm as co-borrowers, and KeyBank National Association, Bank One, Michigan, National City Bank, First Union National Bank and Fifth Third Bank as lenders.

10.21

Amendment No. 1 dated November 28, 2000 to the Credit Agreement dated as of November 30, 1999.

10.25

Cedar Fair, L.P. 2000 Equity Incentive Plan. Incorporated herein by reference to Exhibit B to the Registrant's Proxy Statement dated July 26, 2000.

10.26

Cedar Fair, L.P. 2000 Senior Executive Management Incentive Plan. Incorporated herein by reference to Exhibit C to the Registrant's Proxy Statement dated July 26, 2000.

21*

Subsidiaries of Cedar Fair, L.P.

   

*

Incorporated herein by reference to the Registration Statement on Form S-1 of Cedar Fair, L.P., Registration No. 1-9444, filed April 23, 1987.

B. Reports on Form 8-K.

Not applicable.

 
 

 

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CEDAR FAIR, L.P.

(Registrant)

DATED: March 26, 2001

 

/S/ Richard L. Kinzel

Richard L. Kinzel

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been executed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signature

 

Title

Date

         

/S/

Richard L. Kinzel

 

President and Chief Executive Officer,

March 26, 2001

 

Richard L. Kinzel

 

Director

 
         

/S/

Bruce A. Jackson

 

Corporate Vice President-Finance

March 26, 2001

 

Bruce A. Jackson

 

(Chief Financial Officer), Director

 
         

/S/

Charles M. Paul

 

Vice President and Corporate Controller

March 26, 2001

 

Charles M. Paul

 

(Chief Accounting Officer)

 
         

/S/

Lee A. Derrough

 

Director

March 26, 2001

 

Lee A. Derrough

     
         

/S/

Richard S. Ferreira

 

Director

March 26, 2001

 

Richard S. Ferreira

     
         

/S/

Terry C. Hackett

 

Director

March 26, 2001

 

Terry C. Hackett

     
         

/S/

Mary Ann Jorgenson

 

Director

March 26, 2001

 

Mary Ann Jorgenson

     
         

/S/

Michael D. Kwiatkowski

 

Director

March 26, 2001

 

Michael D. Kwiatkowski

     
         

/S/

Donald H. Messinger

 

Director

March 26, 2001

 

Donald H. Messinger

     
         

/S/

Thomas A. Tracy

 

Director

March 26, 2001

 

Thomas A. Tracy

     

 

ANNUAL REPORT ON FORM 10-K

CEDAR FAIR, L.P.

For the Year Ended December 31, 2000

 

EXHIBIT INDEX

 

Exhibit

Page

     

3.1*

Form of Third Amended and Restated Certificate and Agreement of Limited Partnership of Cedar Fair, L.P. (included as Exhibit A to the Prospectus).

*

3.2

Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P., dated as of December 31, 1988.

36

3.3

Amendment No. 2 to Third Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P., dated as of December 31, 1992.

42

3.4

Amendment No. 3 to Third Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P., dated as of July 1, 1997. Incorporated herein by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 29, 1997.

 

*

3.5

Amendment No. 4 to Third Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P., dated as of August 25, 2000. Incorporated herein by reference to Exhibit A to Registrant's Proxy Statement dated July 26, 2000.

 

*

4*

Form of Deposit Agreement.

*

10.4

Private Shelf Agreement with The Prudential Insurance Company of America dated August 24, 1994 for $50,000,000, 8.43% Senior Notes Due August 24, 2006. Incorporated herein by reference to Exhibit 10.4 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999.

*

10.9

Credit Agreement dated as of December 19, 1997 between Cedar Fair, L.P., Cedar Fair, Magnum Management Corporation and Knott's Berry Farm as co-borrowers, and KeyBank National Association, NBD Bank, National City Bank, First Union National Bank and Mellon Bank, N.A. as lenders. Incorporated herein by reference to Exhibit 10.1 to Registrant's Form 8-K filed January 13, 1998.

 

 

 

*

10.10

Amendment No. 1 dated as of January 28, 1998, to Credit Agreement dated as of December 19, 1997. Incorporated herein by reference to Exhibit 10.10 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1998.

 

*

10.17

Cedar Fair, L.P. Executive Severance Plan dated as of July 26, 1995.

47

10.19

Private Shelf Agreement with The Prudential Insurance Company of America dated January 28, 1998 for $50,000,000, 6.68% Series B Notes Due August 24, 2011. Incorporated herein by reference to Exhibit 10.19 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1998.

 

 

*

10.20

Credit Agreement dated as of November 30, 1999 between Cedar Fair, L.P., Cedar Fair, Magnum Management Corporation and Knott's Berry Farm as co-borrowers, and KeyBank National Association, Bank One, Michigan, National City Bank, First Union National Bank and Fifth Third Bank as lenders. Incorporated herein by reference to Exhibit 10.20 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999.

 

 

*

10.21

Amendment No. 1 dated November 28, 2000 to the Credit Agreement dated as of November 30, 1999.

51

 

EXHIBIT INDEX (continued)

 

 

Exhibit

Page

     

10.25

Cedar Fair, L.P. 2000 Equity Incentive Plan. Incorporated herein by reference to Exhibit B to the Registrant's Proxy Statement dated July 26, 2000.

*

10.26

Cedar Fair, L.P. 2000 Senior Executive Management Incentive Plan. Incorporated herein by reference to Exhibit C to the Registrant's Proxy Statement dated July 26, 2000.

*

21

Subsidiaries of Cedar Fair, L.P.

*

     

*

Incorporated herein by reference: see Item 14 (A)(3).