FORM 10 - Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 1997
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.)
P.O. Box 5006, Sandusky, Ohio 44871-5006
(Address of principal executive offices)
(zip code)
(419) 626-0830
(Registrant's telephone number, including area code)
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 .
Title of Class Units Outstanding As Of
Depositary Units August 11, 1997
(Representing Limited Partner Interests) 22,960,208
<PAGE>
CEDAR FAIR, L.P.
INDEX
FORM 10 - Q
FOR THE QUARTERLY PERIOD ENDED JUNE 29, 1997
Part I - Financial Information
Item 1. Financial Statements 3-8
Item 2. Management's Discussion and 9
Analysis of Financial
Condition and Results of
Operations
Part II - Other Information
Item 6. Exhibits and Reports on Form 10
8-K
Signatures 11
Index to Exhibits 12
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
CEDAR FAIR, L.P.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<CAPTION> 6/29/97 12/31/96
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 4,788 $ 1,279
Receivables 10,878 2,984
Inventories 11,354 4,446
Prepaids 4,475 3,021
31,495 11,730
Land, Buildings and Equipment:
Land 29,301 29,056
Land improvements 46,444 39,711
Buildings 110,886 105,545
Rides and equipment 250,626 231,457
Construction in progress 1,671 6,454
438,928 412,223
Less accumulated depreciation (137,746) (130,585)
301,182 281,638
Intangibles, net of amortization $ 10,680 $ 10,736
343,357 304,104
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Accounts payable $ 19,777 $ 5,251
Distribution payable to partners 14,495 14,495
Accrued interest 1,953 1,555
Accrued taxes 3,422 3,604
Accrued salaries, wages and benefits 7,351 5,539
Self-insurance reserves 6,969 6,635
Other accrued liabilities 6,606 2,162
60,573 39,241
Other Liabilities 8,221 7,269
Long-Term Debt:
Revolving credit loans 81,600 33,100
Term debt 54,500 54,500
136,100 87,600
Partners' Equity:
Special L.P. interests 5,290 5,290
General partners 401 717
Limited partners, 22,960,208 units 132,772 163,987
outstanding
138,463 169,994
$343,357 $304,104
The accompanying Notes to Consolidated Financial Statements are
an integral part of these balance sheets.
<PAGE>
CEDAR FAIR, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per unit data)
<CAPTION> Three months ended Twelve months ended
6/29/97 6/30/96 6/29/97 6/30/96
<S> <C> <C> <C> <C>
Net revenues $79,237 $79,779 $251,051 $243,023
Costs and expenses:
Cost of products sold 8,256 8,373 25,079 25,159
Operating expenses 35,856 32,520 101,520 92,958
Selling, general and
administrative 9,979 9,539 29,502 28,093
Depreciation and amortization 8,187 7,617 19,806 18,958
62,278 58,049 175,907 165,168
Operating income 16,959 21,730 75,144 77,855
Interest expense, net 2,542 2,351 7,167 7,250
Net income 14,417 19,379 67,977 70,605
Net income allocated to
general partners 144 194 680 706
Net income allocated to
limited partners $14,273 $19,185 $67,297 $69,899
Weighted average limited
partner units and equivalents
outstanding 23,101 23,050 23,083 22,973
Net income per limited
partner unit $ .62 $ .83 $ 2.92 $ 3.04
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
<PAGE>
CEDAR FAIR, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
(In thousands)
Special General Limited Total
L.P. Partners' Partners' Partners'
Interests Equity Equity Equity
<S> <C> <C> <C> <C>
Balance at December 31,
1996 $ 5,290 $ 717 $ 163,987 $ 169,994
Allocation of net loss -- (170) (16,788) (16,958)
Distribution declared -- (145) (14,350) (14,495)
($.625 per limited
partner unit)
Balance at March 30,
1997 5,290 402 132,849 138,541
Allocation of net
income -- 144 14,273 14,417
Distribution declared -- (145) (14,350) (14,495)
($.625 per limited
partner unit)
Balance at June 29,
1997 $ 5,290 $ 401 $ 132,772 $ 138,463
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
<PAGE>
CEDAR FAIR, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Three months ended Twelve months ended
6/29/97 6/30/96 6/29/97 6/30/96
<S> <C> <C> <C> <C>
CASH FLOWS FROM (FOR) OPERATING
ACTIVITIES
Net income $14,417 $19,379 $67,977 $70,605
Adjustments to reconcile net income
to net cash from operating activities
Depreciation and amortization 8,187 7,617 19,806 18,958
Change in assets and liabilities,
net of effects from acquisitions:
(Increase) decrease in inventories
(2,107) (2,917) 474 (895)
(Increase) in current and other
assets (9,919) (9,011) (737) (3,419)
Increase (decrease) in accounts
payable 4,307 3,805 2,059 (3,294)
Increase (decrease) in self-
insurance reserves 373 (101) 529 591
Increase (decrease) in other current
liabilities 9,763 9,118 (170) 3,192
Increase in other liabilities 702 42 3,374 1,417
Net cash from operating activities
25,723 27,932 93,312 87,155
CASH FLOWS FROM (FOR) INVESTING
ACTIVITIES
Capital expenditures (17,750) (11,016) (35,936) (31,440)
Acquisition of JHW Limited
Partnership:
Land, buildings and equipment
acquired - - (16,295) -
Negative working capital assumed,
net of cash acquired - - 442 -
Acquisition of Worlds of Fun /
Oceans of Fun:
Land, buildings, rides and equipment
acquired - - - (37,350)
Negative working capital assumed,
net of cash acquired - - - 1,481
Net cash (for) investing activities
(17,750) (11,016) (51,789) (67,309)
CASH FLOWS FROM (FOR) FINANCING
ACTIVITIES
Net borrowings (payments) on
revolving credit loans 10,700 1,500 (1,075) (1,903)
Distributions paid to partners (14,495) (13,335) (56,821) (52,643)
Acquisition of JHW Limited
Partnership:
Borrowings on revolving
credit loans - - 11,475 -
Long-term debt of JHW Limited
Partnership - - 4,500 -
Acquisition of Worlds of Fun /
Oceans of Fun:
Borrowings on revolving credit loans
for refinancing of assumed
long-term debt - - - 13,903
Issuance of limited partnership
units - - - 22,230
Net cash (for) financing activities
(3,795) (11,835) (41,921) (18,413)
Cash:
Net increase (decrease) for the
period 4,178 5,081 (398) 1,433
Balance, beginning of period 610 105 5,186 3,753
Balance, end of period $ 4,788 $ 5,186 $ 4,788 $ 5,186
SUPPLEMENTAL INFORMATION
Cash payments for interest expense $ 1,437 $ 1,573 $ 6,887 $ 7,157
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
</TABLE>
<PAGE>
CEDAR FAIR, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERS ENDED
JUNE 29, 1997 AND JUNE 30, 1996
The accompanying consolidated financial statements have been
prepared from the financial records of Cedar Fair, L.P. (the
Partnership) without audit and reflect all adjustments which are,
in the opinion of management, necessary to fairly present the
results of the interim periods covered in this report.
Due to the highly seasonal nature of the Partnership's amusement
park operations, the results for any interim period are not
indicative of the results to be expected for the full fiscal
year. Accordingly, the Partnership has elected to present
financial information regarding operations for the preceding
twelve month periods ended June 29, 1997 and June 30, 1996
to accompany the quarterly results. Because amounts for the 12
months ended June 29, 1997 include actual 1996 third and fourth
quarter operations, they are not necessarily indicative of 1997
full calendar year operations.
(1) Significant Accounting and Reporting Policies:
The Partnership's consolidated financial statements for the
quarters ended June 29, 1997 and June 30, 1996 included in this
Form 10-Q report have been prepared in accordance with the
accounting policies described in the Notes to Consolidated
Financial Statements for the year ended December 31, 1996, which
were included in the Form 10-K filed on March 27, 1997. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and
Exchange Commission. These financial statements should be read
in conjunction with the financial statements and the notes
thereto included in the Form 10-K referred to above.
(2) Interim Reporting:
The Partnership operates four amusement parks (Cedar Point in
Sandusky, Ohio; Valleyfair in Shakopee, Minnesota; Dorney Park
and Wildwater Kingdom near Allentown, Pennsylvania; and Worlds of
Fun / Oceans of Fun in Kansas City, Missouri), which generate
virtually all of the Partnership's annual revenue during a season
which starts in April or May and ends in October, with the major
portion concentrated in the third quarter during the peak
vacation months of July and August.
To assure that these highly seasonal operations will not result
in misleading comparisons of current and subsequent interim
periods, the Partnership has adopted the following reporting
procedures: (a) depreciation, advertising and certain seasonal
operating costs are expensed ratably during the operating season,
including certain costs incurred prior to the season and
amortized over the season and (b) all other costs are expensed as
incurred or ratably over the entire year.
<PAGE>
(3) Acquisitions:
As discussed in Note (7) in the 1996 Annual Report to
unitholders, on December 31, 1996 the Partnership acquired
substantially all of the equity of JHW Limited Partnership, which
owns a 237-room Radisson hotel and a TGI Friday's restaurant near
Cedar Point in Sandusky, Ohio. In addition, the Partnership
acquired substantially all of the assets of Worlds of Fun and
Oceans of Fun on July 28, 1995.
The table below summarizes the unaudited consolidated pro forma
results of operations assuming the acquisition of Worlds of Fun
and Oceans of Fun had occurred at the beginning of the twelve-
month period ended June 30, 1996.
Net revenues $ 250,469,000
Net income 72,650,000
Net income per
limited partner unit $ 3.12
These pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of what would
have occurred had the acquisition been made at the beginning of
the period presented, or of results which may occur in the
future.
(4) Special General Partner Withdrawal:
Effective July 1, 1997, the Special General Partner voluntarily
withdrew from the Partnership and, in accordance with the
Partnership Agreement, received $400,000 as final payment of the
balance of its 1997 fees. After this transaction, the
Partnership's limited partner units represent, in the aggregate,
a 99.5% interest in the income, losses, and cash distributions of
the Partnership, compared with a 99.0% interest in prior periods.
Cedar Fair Management Company remains the Managing General
Partner of the Partnership with a 0.5% partnership interest.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations:
Net revenues for the quarter ended June 29, 1997, were $79.2
million, a slight decrease from $79.8 million for the quarter
ended June 30, 1996. Net income for the period was $14.4
million, or $.62 per limited partner unit, compared with $19.4
million, or $.83 per unit, in 1996. On a combined basis, a 6%
decrease in early-season attendance offset a 2% increase in
combined in-park guest per capita spending and new revenues from
the Radisson / TGI Friday's operations acquired last December.
The early-season decline in attendance was largely a consequence
of a cold and rainy spring at Cedar Point and Valleyfair,
particularly following a year in which very popular new roller
coasters were introduced at both parks. Cedar Point had rain on
more than half of the weekend operating days in the months of May
and June, but its attendance has shown signs of improvement in
recent weeks. Attendance at Valleyfair remains below expected
levels as a result of continued rain throughout the month of
July.
On the positive side, Steel Force, a new world-class roller
coaster, is generating tremendous enthusiasm and is making 1997
an outstanding year for Dorney Park. Worlds and Oceans of Fun
are also benefiting this year from improved weather and the
significant investments the Partnership has made since their
acquisition in 1995.
Costs and expenses increased approximately 3.5% in the quarter
ended June 29, 1997 over the prior year, excluding the expenses
of the newly acquired Radisson / TGI Friday's operations.
Financial Condition:
Current assets and liabilities are at normal seasonal levels at
June 29, 1997. In our highly seasonal business with investment
heavily concentrated in property and equipment, the negative
working capital ratio of 1.9 at June 29, 1997 is financially
advantageous.
The Partnership has available through April 1999, a $95 million
revolving credit facility, of which $81.6 million was borrowed
and in use as of June 29, 1997. Seasonal cash flow and this
credit facility are expected to be adequate to meet current
working capital needs, planned capital expenditures and quarterly
distributions to partners.
Partnership Tax Status:
The original grandfather period permitting the Partnership's tax
status as a publicly traded partnership was scheduled to expire
on December 31, 1997. Newly enacted tax legislation will provide
a permanent extension of the grandfather period for partnerships
electing to pay a 3.5% tax on gross income. The Partnership is
in the process of reviewing this legislation and its impact on
Cedar Fair, and expects to provide unitholders with full details
on its plans in the coming months.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Exhibits:
(a) Exhibit (10) - Withdrawal Agreement of CF Partners and
Amendment No. 3 to Third Amended and
Restated Agreement of Limited Partnership
(Effective July 1, 1997).
(b) Exhibit (20) - 1997 Second Quarter Report and Cash
Distribution Notice.
(c) Reports on Form 8-K: None.
<PAGE>
SIGNATURES
Pursuant to the requirements 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)
By Cedar Fair Management Company
Managing General Partner
Date: August 11, 1997 Bruce A. Jackson
Bruce A. Jackson
Vice President
(Chief Financial Officer)
Charles M. Paul
Charles M. Paul
Corporate Controller
(Chief Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
Page
Number
Exhibit (10) Withdrawal Agreement of CF Partners
and Amendment No. 3 to Third Amended
and Restated Agreement of Limited
Partnership(Effective July 1, 1997). 13
Exhibit (27) Financial Data Schedule 23
<PAGE>
CEDAR FAIR, L.P.
WITHDRAWAL AGREEMENT OF CF PARTNERS
This Agreement, dated as of June 20,1997, by and between
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 of Cedar Fair, L.P. (the "Partnership")
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 Amended and Restated
Agreement of Limited Partnership dated as of December 31, 1988
and by Amendment No. 2 to the Third Amended and Restated
Agreement of Limited Partnership dated as of December 31, 1992
(as amended, the "Third Restated Agreement"); and
WHEREAS, in view of the adoption of the "check-the-box"
regulations by the Internal Revenue Service and the financial
circumstances of CFMC and the Partnership, the Partnership no
longer requires the service of a special general partner in order
to continue to qualify as a limited partnership for federal
income tax purposes; and
WHEREAS, prior to May 30, 1997, CFP informed CFMC of its
intention to withdraw as the Special General Partner of the
Partnership; and
WHEREAS, CFMC has determined that the Third Restated
Agreement should be amended in accordance with Section 15.1(c)(i)
thereof to effect the withdrawal of CFP as the Special General
Partner, to appoint CFMC as the successor special general partner
of the Partnership (thereby merging the general partner
interests), and to reflect certain other changes that in the sole
discretion of CFMC do not affect the Limited Partners adversely
in any material respect; and
WHEREAS, CFMC is executing this agreement 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 for their mutual benefit
and for the benefit of their respective successors and assigns as
follows:
<PAGE>
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. CFP hereby confirms notice to the Partnership and to
CFMC that it has determined to withdraw as Special General
Partner of the Partnership effective as of the date and time set
forth in paragraph 3 of this Agreement, and CFMC hereby accepts
such notice as being sufficient for the purpose hereof.
3. CFP shall be deemed to have withdrawn as the Special
General Partner of the Partnership effective as of 12:01 a.m.,
Eastern time, on July 1, 1997.
4. If after the withdrawal of CFP as Special General
Partner of the Partnership any actions or approvals are required
to be taken by a person acting in the capacity of the special
general partner of the Partnership, CFMC hereby appoints itself
(namely, CFMC) as successor special general partner of the
Partnership, with no change in its Percentage Interest, its
Annual Fee, or its Incentive Fee, and by such appointment all
right, title, and interest of the special general partner of the
Partnership shall be deemed merged into and become the managing
general partner interest in the Partnership.
5. On July 1, 1997, CFMC shall cause the Partnership to
pay CFP the sum of $400,000, which shall represent the balance of
the Annual Fee otherwise payable to CFP for serving as Special
General Partner for the full year 1997. The taxable income of
the Partnership allocable to CFP for 1997 shall be determined by
the Partnership in the same manner, using the same principles, as
was the case for 1996.
6. CFMC and CFP acknowledge and agree that Section 13.2(d)
applies to the withdrawal of CFP as Special General Partner
hereunder. Accordingly, CFMC and CFP further agree as follows:
(a) CFMC shall cause the Partnership to distribute to CFP,
on or before December 31, 1997, the amount, if any, that may be
so payable pursuant to Section 13.2(d) of the Third Restated
Agreement. CFMC and CFP acknowledge and agree that at December
31, 1996 (i) the balance in CFP's Unadjusted Capital Account was
$(627,483) and (ii) the balance in CFP's Capital Account
(following the adjustment in its Capital Account in accordance
with Section 4.5(d)(iii)), was $2,306,525, and that (A) no
distribution to CFP would have been required under Section
13.2(d)(i) and (B) no cash contribution to the Partnership would
have been required under Section 13.2(d)(ii), if the withdrawal
had been effected as of 11:59 p.m. on December 31, 1996.
<PAGE>
(b) For the purposes hereof, CFP's Unadjusted Capital
Account and its Capital Account as of 12:01 a.m. on July 1, 1997,
the effective time of CFP's withdrawal as Special General
Partner, shall be determined in the same manner, applying the
same principles, as was done in determining the amounts in these
accounts as of December 31, 1996, as aforesaid.
(c) CFMC agrees to provide to CFP its computation of CFP's
Unadjusted Capital Account and its Capital Account as of the
effective time of CFP's withdrawal at least 30 days prior to the
Partnership filing its federal information return on Form 1065
for the period that includes July 1, 1997, but in any event not
later than March 15, 1998. CFP shall have 15 days after
receiving such computation to object thereto in writing to CFMC,
and CFMC agrees to consider in good faith any such objection.
(d) CFMC and CFP hereby acknowledge, agree, and stipulate
that the amounts stated as being the Capital Account on the
Schedule K-1s heretofore and hereafter distributed to CFP by the
Partnership represent CFP's adjusted capital account as
calculated solely as an internal partnership matter for the
Partnership under Section 4.5(a)(i) of the Third Restated
Agreement and not for federal income tax accounting purposes.
(e) CFMC and CFP hereby acknowledge, agree and stipulate
that the Section 13.2(d)(i) deemed distribution and penalty
occurring upon CFP's withdrawal and settlement of its Capital
Account relate to financial and book value accounting and do not
for income tax accounting purposes affect either CFP's income tax
basis in the Partnership or CFP's income, gain, loss, or
deductions attributable to its interest in the Partnership for
1997 or other years.
7. For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged,
(a) CFMC (on behalf of the Partnership, itself and its
shareholders) does hereby release, acquit, and forever discharge
CFP and its partners, and
(b) CFP (on behalf of itself and its partners) does hereby
release, acquit, and forever discharge CFMC,from any and all
claims, demands, charges, debts, suits, actions, judgments,
grievances, and causes of action of any nature whatsoever of any
kind (including attorneys fees), whether known or unknown, fixed
or contingent, in law or in equity, that it now has, has ever
had, or may have in the future that have arisen or may arise out
of, or are in any manner connected with,
(A) the services and withdrawal of CFP as Special General
Partner of the Partnership; or
<PAGE>
(B) the services of CFMC as Managing General Partner of
the Partnership, respectively;
except for their respective obligations set forth in this
Agreement.
8. CFMC, on behalf of itself and the Partnership,
acknowledges, agrees, and confirms that all provisions of the
Third Restated Agreement providing for indemnification of the
Special General Partner, including specifically the provisions of
Section 6.9, shall remain in full force and effect for the
benefit of CFP and its partners (and their successors and
assigns), notwithstanding CFP's withdrawal as Special General
Partner, as to all past, current, or future matters covered
thereby.
9. Except as provided in Sections 5, 6, 8 or 11 of this
Agreement, all provisions of the Third Restated Agreement
providing for the payment of a fee or disbursement of the Special
General Partner, or its successor in that capacity, are hereby
amended to provide that no fees or disbursements shall be paid to
the Special General Partner for services performed in that
capacity. Furthermore, the Third Restated Agreement is amended
hereby effective July 1, 1997 upon the withdrawal of CFP as
Special General Partner in the manner set forth in Schedule A
hereto.
10. In recognition of the financial capabilities of CFMC,
as Managing General Partner of the Partnership, as well as the
Partnership's demonstrated ability to meet its obligations to its
creditors, all provisions of the Third Restated Agreement
requiring, directly or indirectly, that the Special General
Partner maintain a specified fair market net worth are hereby
deleted.
11. CFMC agrees to cause the Partnership to reimburse the
reasonable legal fees of CFP incurred in connection with its
withdrawal as Special General Partner of the Partnership,
including the preparation and implementation of this Agreement,
and the liquidation and termination of CFP. CFP believes that
based upon current facts and circumstances that legal fees will
not exceed $30,000, and agrees to use reasonable efforts to
insure that legal fees do not exceed $30,000 to the extent that
it is able to do so.
12. CFMC hereby represents and warrants that it has
received an Opinion of Counsel that the withdrawal of CFP as
Special General Partner, and the selection and admission of CFMC
as successor special general partner, will not result in the loss
of limited liability of any Limited Partner or cause the
Partnership to be treated as an association taxable as a
corporation for federal income tax purposes.
<PAGE>
13. The provisions of this Agreement may not be amended or
modified without the express written consent of both CFP and
CFMC.
14. This Agreement, including the amendments set forth in
Schedule A hereto, is for the benefit of the Partnership and CFP
and is binding upon and shall inure to the benefit of the parties
hereto and their heirs, executors, administrators, successors,
legal representatives, and assigns.
15. By signing this Agreement on behalf of CFP, the
partners of CFP consent and agree to the provisions hereof and
acknowledge that they are beneficiaries of and are bound by such
provisions.
16. CFMC (on behalf of the Partnership and itself)
acknowledges and agrees that the term "CFP and its partners" in
Section 7 and 8 of this Agreement refers to and includes the CFP
partners signing this Agreement and Richard S. Sheetz, a deceased
CFP partner.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first above written.
CEDAR FAIR MANAGEMENT COMPANY
By: Richard L. Kinzel
Name: Richard L. Kinzel
Title: President
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: Mary Ann Jorgenson
Name: Mary Ann Jorgenson
Title: Co-Trustee
And: Holly M. Book
Name: Holly M. Book
Title: Co-Trustee
ESTATE OF RICHARD S. SHEETZ
By: Jean S. Sheetz, Executrix
Name: Jean S. Sheetz, Executrix
Title: General Partner
By: Dickson Whitney
Name: Dickson Whitney
General Partner
<PAGE>
SCHEDULE A
CEDAR FAIR, L.P.
AMENDMENT NO. 3 TO THIRD AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Effective July 1, 1997
1. Section 1.4(a)(ii) shall be amended to delete
language requiring approval of the Special General Partner so as
to read:
(ii) to execute, swear to and acknowledge all
ballots, consents, approvals, waivers,
certificates and other instruments
appropriate or necessary, in the sole
discretion of the Managing General Partner or the
Liquidator, to make, evidence, give, confirm or
ratify any vote, consent, approval,
agreement or other action which is made or given
by the Partners hereunder, which is consistent
with the terms of this Agreement or which is
appropriate or necessary, in the sole
discretion of the Managing General Partner or
the Liquidator, to effectuate the terms or
intent of this Agreement; provided that, when
Section 15.3 or 15.9 or any other provision of
this Agreement establishes a percentage
of the Limited Partners required to take any
action, the Managing General Partner or the
Liquidator may exercise the power of attorney made
in this Section 1.4(a)(ii) only after the
necessary vote, consent or approval by a Majority
Interest or other required percentage, as
the case may be; and
2. 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, as amended by Amendment No. 2
thereto, and as amended by Amendment No. 3 thereto."
3. The definition of "Annual Fee" in Article II shall
be amended to delete reference to Special General Partner so as
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."
4. The definition of "General Partner" in Article II
shall be amended to delete reference to Special General Partner
so as to read: "'General Partner' means the Managing General
Partner."
<PAGE>
5. The definition of "Percentage Interest" in Article
II shall be amended to delete reference to Special General
Partner so as to read: "'Percentage Interest' means (a) as to the
Managing General Partner, 0.5%, and (b) as to any Limited Partner
or Assignee, the product of (i) 99.5% multiplied by (ii) a
fraction, the numerator of which is the number of such Limited
Partner's or Assignee's Units and the denominator of which is the
total number of Units Outstanding as of the date of
determination."
6. Section 4.1 shall be amended to read as follows:
4.1 General Partner. The General Partner shall
not be required to contribute to the capital of the Partnership
except (a) as may be necessary to pay liabilities of the
Partnership for which provisions cannot otherwise be made or (b)
as otherwise required pursuant to section 13.1(c), 14.2(b) or
14.8. The General Partner shall at all times while serving in
such capacities retain a Percentage Interest entitling it, except
as otherwise provided in Article V, to at least a 0.05%
participation in the Partnership's income, gains, losses,
deductions and credits, but only for so long as the General
Partner continues in such capacity.
7. Section 5.1(i) shall be deleted.
8. Section 5.3(b)(i) shall be deleted.
9. Section 5.3(b)(ii) shall be amended to read as
follows: (ii) If the Record Date set for a distribution is after
June 30, 1990, then the distribution of Available Cash for such
calendar quarter shall be divided among the Partners, in
accordance with their respective Percentage Interests.
10. The second sentence of Section 6.1(a) shall be
amended to delete reference to Special General Partner so as to
read: "Except as otherwise expressly provided in this Agreement,
all management powers over the business and affairs of the
Partnership shall be exclusively vested in the Managing General
Partner, and no Limited Partner shall have any right of control
or management power over the business and affairs of the
Partnership except in their capacities as officers or directors
of the Managing General Partner."
11. The third sentence of Section 6.1(c) shall be
amended to delete reference to Special General Partner so as to
read: "Each Operating Partnership shall be composed of the
Managing General Partner as managing general partner thereof,
having a 0.5% interest in the Operating Partnership, and the
Partnership as the sole limited partner thereof having a 99.5%
interest in the Operating Partnership."
<PAGE>
12. The final sentence of Section 6.1(c) shall be
amended to delete reference to Special General Partner so as to
read: "The Managing General Partner shall execute such agreement
and other certificates, instruments and documents."
13. Section 6.1(f) shall be deleted.
14. Section 6.5(c) shall be deleted.
15. Section 6.5(e) shall be amended to delete
reference to Special General Partner so as to read: "The
Partnership shall pay the Managing General Partner its Incentive
Fees, if any, or an estimate thereof for each preceding fiscal
year on or before January 15 of the succeeding year with such
adjustments as may be necessary to be made within 10 Business
Days after the precise Annual Fee has been determined as provided
in section 6.5(d)."
16. Section 6.5(f) shall be deleted.
17. Section 6.5(g) shall be amended to delete the
words " the Special General Partner."
18. Section 6.5(h) shall be amended to delete the
words "and the Special General Partner."
19. The last sentence of Section 6.6(a) shall be
amended to delete the required consent of the Special General
Partner so as to read: "The Managing General Partner shall have
as its subscribed capitalization the sum of at least $500,000."
20. The last sentence of section 6.6(b) shall be
deleted.
21. The last sentence of Section 6.11(a) shall be
deleted so as to read: "At all times from and after the date
hereof, a majority of the members of the board of directors of
the Managing General Partner shall be Persons who are not
shareholders of the Managing General Partner or a member of the
immediate family of such a shareholder."
22. Section 6.12 shall be deleted.
23. Section 11.7 shall be deleted.
24. Section 12.4 shall be deleted.
25. The fourth sentence of Section 13.1(a) shall be
amended to delete the required notice to the Special General
Partner so as to read: "On or after December 31, 2082, the
Managing General Partner may withdraw from the Partnership upon
120 days advance written notice to the Limited Partners, except
as otherwise provided herein."
26. Section 13.2 shall be deleted.
<PAGE>
27. The first sentence of Section 14.1 shall be
amended to delete reference to the Special General Partner so as
to read: "The Partnership shall not be dissolved by the
admission of Additional Limited Partners or the admission of
additional or substituted General Partners in accordance with the
terms of this Agreement."
28. Section 14.1(d) shall be deleted.
29. Section 15.3(a)(i) shall be deleted.
-End-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-29-1997
<CASH> 4,788
<SECURITIES> 0
<RECEIVABLES> 10,878
<ALLOWANCES> 0
<INVENTORY> 11,354
<CURRENT-ASSETS> 31,495
<PP&E> 438,928
<DEPRECIATION> 137,746
<TOTAL-ASSETS> 343,357
<CURRENT-LIABILITIES> 60,573
<BONDS> 0
<COMMON> 132,772
0
0
<OTHER-SE> 5,691
<TOTAL-LIABILITY-AND-EQUITY> 343,357
<SALES> 79,237
<TOTAL-REVENUES> 79,237
<CGS> 8,256
<TOTAL-COSTS> 62,278
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,542
<INCOME-PRETAX> 14,417
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,417
<EPS-PRIMARY> .62
<EPS-DILUTED> 0
</TABLE>
