OMB APPROVAL
UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1994
Washington, D.C. 20549 Estimated average burden
hours per response... 14.90
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Cedar Fair, L.P.
(Name of Issuer)
Depositary Units respresenting limited partner interests
(Title of Class of Securities)
150185-10-6
(CUSIP Number)
Check the _ following box if a fee is being paid with this
statement |_|. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to the "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
The Exhibit Index is located at Page 12
Page 1 of 19 pages
<PAGE>2
CUSIP NO. 150185-10-6 13-G Page 2 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pearson plc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __
(a)|_X|
__
(b)|__|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
5 SOLE VOTING POWER
--
6 SHARED VOTING POWER
NUMBER OF
1,268,024
SHARES
BENEFICIALLY 7 SOLE DISPOSITIVE POWER
OWNED BY
EACH --
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH
1,268,024
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,268,024
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
--
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>3
CUSIP NO. 150185-10-6 13-G Page 3 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pearson Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __
(a)|_X|
__
(b)|__|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
--
6 SHARED VOTING POWER
NUMBER OF
SHARES 1,268,024
BENEFICIALLY 7 SOLE DISPOSITIVE POWER
OWNED BY
EACH --
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH
1,268,024
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,136,228
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
--
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>4
CUSIP NO. 150185-10-6 13-G Page 4 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ardmore Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __
(a)|_X|
__
(b)|__|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
5 SOLE VOTING POWER
--
6 SHARED VOTING POWER
NUMBER OF
SHARES 640,426
BENEFICIALLY 7 SOLE DISPOSITIVE POWER
OWNED BY
EACH --
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH
640,426
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
640,426
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
--
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>5
CUSIP NO. 150185-10-6 13-G Page 5 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rycade Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __
(a)|_X|
__
(b)|__|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
--
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 640,426
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING --
PERSON WITH 8 SHARED DISPOSITIVE POWER
640,426
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
640,426
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
--
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>6
CUSIP NO. 150185-10-6 13-G Page 6 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Summit Holding Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __
(a)|_X|
__
(b)|__|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
--
6 SHARED VOTING POWER
NUMBER OF
SHARES 627,598
BENEFICIALLY 7 SOLE DISPOSITIVE POWER
OWNED BY
EACH --
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH
627,598
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
627,598
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
--
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
12 TYPE OF REPORTING PERSON*
PN
<PAGE>7
CUSIP NO. 150185-10-6 13-G Page 7 of 19 Pages
Item 1(a). Name of Issuer:
Cedar Fair, L.P.
Item 1(b). Address of Issuer's Principal Executive Office:
P.O. Box 5006
Sandusky, Ohio 44871-8006.
Item 2(a). Name of Persons Filing:
Pearson plc
Pearson Inc.
Ardmore Holding Company
Rycade Capital Corporation
Summit Holding Partners.
Item 2(b). Address of Principal Business Office or, if none,
residence:
Pearson plc
Millbank Tower
London SW1P 4QZ
Pearson Inc.
One Rockefeller Plaza
New York, New York 10020
Ardmore Holding Company
Rycade Capital Corporation
Summit Holding Partners
In care of Camco International, Inc.
7030 Ardmore Street
Houston, Texas 77054.
Item 2(c). Citizenship or Place of Organization:
Pearson plc is a corporation organized under the
laws of the United Kingdom. Pearson Inc. is a
Delaware corporation. Ardmore Holding Company is
a Texas corporation. Rycade Capital Corporation
is a Delaware corporation. Summit Holding
Partners is a Delaware general partnership.
<PAGE>8
CUSIP NO. 150185-10-6 13-G Page 8 of 19 Pages
Item 2(d). Title of Class of Securities:
Depositary Units representing limited partner
interest ("Units").
Item 2(e). CUSIP Number:
150185-10-6.
Item 3. If this statement is filed pursuant to
Rules 13d-1(b), or 13d-2(b), check whether the
person filing is a:
Not applicable.
Item 4. Ownership:
This Schedule 13G amends the Schedule 13G
previously filed by Pearson plc ("Pearson plc"),
Pearson Inc. ("Pearson Inc."), Rycade Capital
Corporation ("Rycade"), Ardmore Holding Company
("Ardmore") and Summit Holding Partners
("Summit"), as such Schedule 13G has been amended
prior to the date hereof, in order to reflect that
Ardmore has sold 30,100 Units of Cedar Fair, L.P.
pursuant to Rule 144 under the Securities Act of
1933 in broker's transactions during the period of
December 13, 1993 through February 14, 1994.
Additionally, Ardmore intends to make further
sales as described in the Form 144 filed on
December 13, 1993, and Ardmore, Pearson plc,
Pearson Inc., Rycade and Summit may make further
sales from time to time, in each case subject to
market conditions.
On December 31, 1993, Mr. David Veit, President
and a Director of Pearson Inc., and a Director of
Pearson plc, ceased to be a Director of Cedar Fair
Management Company which is a general partner of
Cedar Fair, L.P. With respect to the foregoing,
attached hereto as Exhibits B, C, D and E are
letters between Mr. Veit and Mr. Richard Kinzel,
President and Chief Executive Officer of Cedar
Fair Management Company.
<PAGE>9
CUSIP NO. 150185-10-6 13-G Page 9 of 19 Pages
As of February 14, 1994, Pearson plc was
beneficial owner (as defined in Rule 13d-3 under
the Act) of 1,268,024 Units constituting 5.7% of
such Units then outstanding (as determined in
accordance with Rule 13d-3(d)(1) under the Act),
Pearson Inc. was beneficial owner of 1,136,228
Units constituting 5.1% of such Units then
outstanding, Rycade and Ardmore were beneficial
owners of 640,426 Units constituting 2.9% of such
Units then outstanding and Summit was beneficial
owner of 627,598 Units constituting 2.8% of such
Units then outstanding. Ardmore is wholly-owned
by Rycade. Rycade is wholly-owned by Pearson Inc.
Summit is owned by its sole general partners,
Millbank Technology Partnership Holdings
Incorporated, a Delaware corporation ("Millbank"),
and Walker Holding Company, a Delaware corporation
("Walker"), in the proportion of 79% and 21%,
respectively. Pearson Inc., Rycade, Ardmore,
Millbank and Walker are all indirect wholly-owned
subsidiaries of Pearson plc, a company
headquartered in London, England, the capital
stock of which is publicly traded on the Stock
Exchange, London. Ardmore is the record holder of
640,426 Units. Summit is the record holder of
627,598 Units. Pearson plc and Pearson Inc. share
in the power to (1) vote or to direct the vote and
(2) dispose or to direct the disposition of
1,268,024 Units of Cedar Fair, L.P. Rycade and
Ardmore share in the power to (1) vote or to
direct to vote and (2) dispose or to direct the
disposition of 640,426 Units. Summit shares in
the power to (1) vote or to direct the vote and
(2) dispose or to direct the disposition of
627,598 Units.
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
Not Applicable.
<PAGE>10
CUSIP NO. 150185-10-6 13-G Page 10 of 19 Pages
Item 7. Identification and Classification of the
Subsidiaries Which Acquired the Security Being
Reported on By the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of
the Group:
See Attached Exhibit A.
Item 9. Notice of Dissolution of the Group:
Not Applicable.
Item 10. Certification:
Not Applicable.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
________________________
Date: February 14, 1994
PEARSON PLC,
by /s/ David M. Veit
____________________
Name: David M. Veit
Title: Director
PEARSON INC.,
by /s/ David M. Veit
____________________
Name: David M. Veit
Title: President
<PAGE>11
CUSIP NO. 150185-10-6 13-G Page 11 of 19 Pages
ARDMORE HOLDING COMPANY,
by /s/ Herbert S. Yates
_______________________
Name: Herbert S. Yates
Title: Treasurer
RYCADE CAPITAL CORPORATION,
by /s/ Herbert S. Yates
_______________________
Name: Herbert S. Yates
Title: Treasurer and
Vice President
SUMMIT HOLDING PARTNERS,
by Walker Holding Inc.,
a General Partner,
by /s/ Thomas W. Everitt
________________________
Name: Thomas W. Everitt
Title: President
<PAGE>12
CUSIP NO. 150185-10-6 13-G Page 12 of 19 Pages
EXHIBIT INDEX
Exhibit Page
Exhibit A - Identification of Members of the Group 13
Exhibit B - Letter dated January 10, 1994,
from Mr. Veit to Mr. Kinzel 14
Exhibit C - Letter dated January 13, 1994, 15
from Mr. Kinzel to Mr. Veit
Exhibit D - Letter dated January 31, 1994,
from Mr. Veit to Mr. Kinzel 17
Exhibit E - Letter dated February 14, 1994,
from Mr. Veit to Mr. Kinzel 19
<PAGE>13
CUSIP NO. 150185-10-6 13-G Page 13 of 19 Pages
EXHIBIT A
Identification of Members of the Group
Pearson plc A corporation organized under the
laws of the United Kingdom.
Pearson Inc. A Delaware corporation.
Ardmore Holding Company A Texas corporation and a wholly-
owned subsidiary of Rycade Capital
Corporation.
Rycade Capital Corporation A Delaware corporation and an
indirect wholly-owned subsidiary of
Pearson Inc.
Summit Holding Partners A Delaware general partnership.
<PAGE>14
CUSIP NO. 150185-10-6 13-G Page 14 of 19 Pages
EXHIBIT B
PEARSON
STRICTLY PRIVATE & CONFIDENTIAL
January 10, 1994
Mr. Richard L. Kinzel
Cedar Fair, L.P.
C.N.5006
Sandusky, Ohio 44870
Dear Dick:
I have received your letter of December 31, 1993 outlining
the action taken by the shareholders of Cedar Fair Management
Company and a copy of a press release dated January 5, 1994.
You should be aware that the other six ex-directors share
the sentiments expressed by Jim Biggar. Consequently, I trust
that you will be making the appropriate disclosure on Form 8-K
concerning a disagreement as to a matter of policy.
I imagine it would also be necessary for you in that filing
to explain the apparent conflict between the statements in your
letter of December 31 and the failure to reelect the three
distinguished members of the board who had been appointed since
1990 as a result of a search led by yourself.
I should also point out that the press release of January 5
might be construed as implying that the action was 'business as
usual' because of the reference to a regular annual meeting.
Regular meetings can only be called by the directors. Equally it
is only the directors (and not the shareholders) who can
determine the size of the board. No doubt you will take steps to
correct in public any misunderstanding about the nature of the
shareholders meeting and the actions taken at it.
Sincerely,
/s/ David M. Veit
__________________
David M. Veit
cc: Mary Ann Jorgenson
Donald H. Messinger
Thomas A. Tracy
<PAGE>15
CUSIP NO. 150185-10-6 13-G Page 15 of 19 Pages
EXHIBIT C
Cedar Point
Valleyfair Cedar Fair L.P.
Dorney Park & Post Office Box 5006
Wildwater Kingdom Sandusky, OH 44871-8006
(419) 626-0830
Cedar Fair
_________________________________________________________________
Richard L. Kinzel President & Chief Executive Officer
January 13, 1994
Mr. David M. Veit
PEARSON, INC.
One Rockefeller Plaza
New York, New York 10020
Dear David:
I have received your January 10, letter. As I tried to express
to you during our telephone conversation and in my December 31,
letter to you, I and the other shareholders of Cedar Fair
Management Company appreciate very much your many contributions
to Cedar Fair and hold you in high esteem.
I can assure you that the selection of a new Board of Directors
was not the result of any disagreement as to matters of policy.
We merely determined that a new Board would provide the
opportunity for fresh ideas on a variety of issues and that now
was an appropriate time to elect a new Board. We believe that
our actions are in the best interests of the Unitholders.
Inasmuch as Pearson remains a major holder of Units, I can assure
you that we will continue to manage the company in a manner that
justifies your investment in Cedar Fair.
You also referred to Jim Biggar's sentiments. I have written to
Jim, and, in light of your letter, I thought you would be
interested in my response, so a copy of that letter is enclosed.
We believe that we have acted properly and in accordance with
Ohio law and our governing documents in effecting the election of
the new Board of Directors. We also are completely satisfied
that we have accurately discharged our public reporting
responsibilities.
<PAGE>16
CUSIP NO. 150185-10-6 13-G Page 16 of 19 Pages
David M. Veit
January 13, 1994
Page two
I hope that, in time, you will concur that our actions were taken
solely to advance the best interests of all Unitholders. As I
said to Jim in my letter, I am willing to meet to discuss the
events of the past year on a one-on-one basis with our former
directors, and I extend that offer to you. Please let me know if
you would like to meet with me.
Sincerely,
/s/ Richard L. Kinzel
_____________________
Richard L. Kinzel
President and Chief
Executive Officer
RLK/bsl
Enclosure
cc: Mary Ann Jorgenson, Esq.
Donald H. Messinger, Esq.
Thomas A. Tracy
James L. Miears
<PAGE>17
CUSIP NO. 150185-10-6 13-G Page 17 of 19 Pages
EXHIBIT D
PEARSON
STRICTLY PRIVATE & CONFIDENTIAL
January 31, 1994
Mr. Richard L. Kinzel
Cedar Fair, L.P.
P.O. Box 5006
Sandusky, Ohio 44870
Dear Dick:
Thank you for your letter of January 13. Section 1 of the
Regulations of Cedar Fair Management Company states that the
annual meeting of shareholders of the Company shall be held at
such time and on such business day as the directors may determine
each year. Section 2 deals with Special Meetings and covers the
calling of meetings by the President or others. Since you told
me that you had personally convened the meeting on December 31 it
can only have been a Special Meeting and should have been
described as such in your Press Release. I should be grateful if
you would make the necessary correction in the public record.
Nothing that you have written or said so far has convinced
me or the other six ex-directors that the disagreements over
compensation policy were not a contributing factor to your
actions. Review of the minutes of the Compensation Committee and
your communications with them over the past two years or so would
make that obvious. To suggest that a desire for 'fresh ideas' is
a justification for acting without prior consultation or warning
in such a radical manner implies a serious misunderstanding of
appropriate corporate governance. One of the most disturbing
aspects of this affair is the chilling effect it will have on the
independence of any future director of the Management Company.
How will any member of the Board or its committees be expected to
act with true independence when a small group of senior
executives has shown that it is prepared summarily to remove
directors without warning in pursuit of 'fresh ideas'? Any
suggestion that prior consultation about the composition of the
board might have threatened your personal position would be an
insult to the integrity of the previous board of directors.
<PAGE>18
CUSIP NO. 150185-10-6 13-G Page 18 of 19 Pages
Mr. Richard L. Kinzel
January 31, 1994
Page 2
You appear to have disregarded the fact that over the years
the directors were extremely supportive of proposed acquisitions
and new development and urged management to strengthen its
strategic planning capabilities to further these initiatives.
Your letter to Jim Biggar seems to imply that good overall
operating and financial performance is all that matters and that
the directors have no role in holding management accountable for
major investments. We all hope that Dorney will turn out to be a
good investment but it is certainly lagging management's original
projections, and a board would be in dereliction of its duties in
not reviewing such a project and satisfying itself that
management had a credible plan to get it back on track.
You refer in your letter to Pearson's role as a major
holder of Units. This mutually satisfactory relationship dates
back to 1980, and you can imagine the incredulity of my
colleagues when all I can produce as an explanation of your
behavior is that you felt you needed 'fresh ideas' and therefore
launched a midnight coup against their representative and six
other respected businessmen, three of whom were invited by you in
recent years to join the Board. They are obviously concerned
that the checks and balances of good corporate governance
demanded by institutional investors may be missing in this
situation.
I remain hopeful that you will make the appropriate public
disclosure.
Sincerely yours,
/s/ David M. Veit
__________________
David M. Veit
DMV/jk
cc: Mary Ann Jorgenson
Donald A. Messinger
Thomas A. Tracy
<PAGE>19
CUSIP NO. 150185-10-6 13-G Page 19 of 19 Pages
EXHIBIT E
PEARSON
February 14, 1994
BY TELECOPIER
Mr. Richard L. Kinzel
Cedar Fair, L.P.
P.O. Box 5006
Sandusky, Ohio 44871
Dear Dick:
As I informed you by telephone last Friday, Pearson is
today filing an amendment to its Schedule 13G. This
reflects the sale by Pearson of 30,100 units last December
under Rule 144 and the fact that I am no longer a director
of Cedar Fair Management Company. I also told you that,
subject to market conditions, we would be selling a further
192,302 units to complete the sale indicated in our 144
filing last December. Following such sale we would intend
to retain the remainder of our holding (1,075,722 units or
4.8% of the outstanding units) for the time being although
we may make further sales from time to time, subject to
market conditions.
In light of circumstances outlined above we
have been advised that we should attach the correspondence
shown as exhibits to out 13 G Amendment to ensure full
disclosure of all material information. Although my letters
to you speak for themselves I think it is only fair to
reiterate that they relate solely to matters of corporate
governance and there is no implication that the incentive
fees paid by the Partnership to the Management Company were
other than as contractually agreed. The disagreement
concerned the allocation of such fees among management and
employees of Cedar Fair. Equally, while I as a director
believed that individual aspects of the Partnership's
operations should be subject to appropriate review, there
were never any concerns about the overal results.
Sincerely yours,
/s/ David M. Veit
-----------------
David M. Veit
cc: Mary Ann Jorgenson
Donald A. Messenger
Thomas A. Tracy
