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CEDAR FAIR, L.P.
PLEASE VOTE `FOR' THE CEDAR FAIR, L.P. PROPOSALS!
Dear Fellow Unitholder:
You and your fellow unitholders should have recently received proxy
materials in which you were asked to vote on two proposals to revise
Cedar Fair's fee and executive compensation systems. With the
special meeting for this vote fast approaching, we urge you to
promptly vote `FOR' the approval of each of the proposals.
The Board's goal in recommending the new compensation system is to
tie management's incentives more closely to the value of Cedar Fair
units, while at the same time making more cash available for
distributions to unitholders. The Board of Directors unanimously
recommends the approval of each of the proposals.
Your vote is very important, and we cannot move ahead without it. We
need the approval of partners holding a majority of the outstanding
partnership units in order to amend the limited partnership agreement
and a similar majority vote to adopt the new equity incentive plan.
As President and Chief Executive Officer of Cedar Fair, L.P., I join
our Board of Directors in recommending that you vote `FOR' the
proposals. Voting is easy and instructions are printed on the
enclosed proxy card.
On the following page are answers to frequently asked questions about
the proposal and its benefits to our partners. Thank you for your
continued support of Cedar Fair, L.P.
Sincerely,
/s/ Richard L. Kinzel
Richard L. Kinzel
President and Chief Executive
Officer
`The Knott Family supports both proposals, which will
better tie management compensation to performance and
better align the interests of management and
unitholders. We urge your support.'
(Terry Hackett, Knott Family representative and Cedar Fair board
member)
`These proposals are important because they should
significantly
add to the amount of cash available for distributions
to
limited partners of Cedar Fair in the coming years.'
(Lee Derrough, President & CEO of Hunt Midwest
Enterprises and Cedar Fair board member)
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ANSWERS TO YOUR QUESTIONS
Q: What is the Board proposing?
A:The Board of Directors is recommending (1) that the limited
partnership agreement of Cedar Fair be amended in order to
eliminate the system of fees paid by Cedar Fair to the general
partner, and (2) that a plan be approved that will permit the
award of limited partner units or options on units as an element
of management compensation.
Q:Why is the Board making this recommendation?
A:The non-management members of the Board of Directors believe that
the existing system is too heavily weighted toward cash
compensation and does not afford the types of incentives that are
appropriate in today's business environment, including incentives
that are closely tied to the stock-market performance of Cedar
Fair units. The proposed new system is designed to tie a larger
portion of management compensation to the value of Cedar Fair
units, and thus to more closely align the interests of management
with those of our unitholders.
Q:Why should I vote `FOR' the proposals?
A:There are two principal benefits of the proposals:
- The proposed new system is expected to result in a significant
increase beginning in 2001 in the amount of cash available for
distributions to unitholders. For example, we project that cash
distributions in 2001 will benefit from savings of $6.2 million, or
$.12 per unit, under the new system.
- A larger portion of management's compensation will be tied to
the value of Cedar Fair units, so the interests of management will be
more closely aligned with those of the limited partner unitholders.
Q:What will happen if these proposals are not approved by the
unitholders?
A:If the proposals are not approved, the existing compensation
system will remain in place. As Cedar Fair grows and its revenues
and cash distributions continue to increase, the cash compensation
payable to senior management will likely increase at an even
faster rate. Additionally, the compensation system will not
include a strong equity incentive component aligning the interests
of senior management with those of the unitholders.
Q:What are the consequences if I do not vote?
A:A failure to vote has the same effect as voting against the
proposals. If you do not return your proxy card, vote by
telephone or over the Internet, or instruct your broker how to
vote any units held for you in your broker's name, the effect will
be a vote against each of the proposals.
Q:May I change my vote after submitting my proxy?
A:Yes. You may revoke your proxy at any time before it is
exercised, and it will not be used if you attend the meeting and
prefer to vote in person. If you instruct your broker to vote
your units, you must follow directions received from your broker
to change those instructions.
Q: Who can help answer my questions?
A:If you have more questions about the proposals or if you would
like additional copies of the proxy statement, please contact our
proxy solicitor, Morrow & Co., Inc. at: (800) 965-1059.
