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0000897423-10-000008.txt : 20100119
0000897423-10-000008.hdr.sgml : 20100118
20100119170846
ACCESSION NUMBER: 0000897423-10-000008
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20100119
DATE AS OF CHANGE: 20100119
GROUP MEMBERS: AMALGAMATED GADGET, L.P.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: CEDAR FAIR L P
CENTRAL INDEX KEY: 0000811532
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990]
IRS NUMBER: 341560655
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-38510
FILM NUMBER: 10533930
BUSINESS ADDRESS:
STREET 1: ONE CEDAR POINT DRIVE
CITY: SANDUSKY
STATE: OH
ZIP: 44870
BUSINESS PHONE: 4196260830
MAIL ADDRESS:
STREET 1: ONE CEDAR POINT DRIVE
CITY: SANDUSKY
STATE: OH
ZIP: 44870
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: AMALGAMATED GADGET LP
CENTRAL INDEX KEY: 0001114634
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 301 COMMERCE ST
STREET 2: STE 3200
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: .
MAIL ADDRESS:
STREET 1: 800 BRAZOS
STREET 2: STE 1100
CITY: AUSTIN
STATE: TX
ZIP: 78701
SC 13G
1
cedarfair13g.htm
<SUBMISSION>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Cedar Fair, L.P.
(Name of Issuer)
Units Representing Limited Partner Interests
(Title of Class of Securities)
150185106
(CUSIP Number)
January 7, 2010
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "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 total number of units reported herein is 5,434,179 units representing limited partner interests, which constitutes approximately 9.8% of the total number of units outstanding. All ownership percentages set forth herein assume that there are 55,207,944 units outstanding.
CUSIP No. 150185106
1. Name of Reporting Person:
Amalgamated Gadget, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 5,434,179 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 5,434,179 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,434,179
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 9.8%
12. Type of Reporting Person: PN
- --------------
(1) The units were purchased by Amalgamated Gadget, L.P. for and on behalf of R2 Investments, LDC ("R2") pursuant to an Investment Management Agreement. Pursuant to such Agreement, Amalgamated Gadget, L.P., has sole voting and dispositive power over the units and R2 has no beneficial ownership of such units.
Item 1(a). Name of Issuer.
The name of the issuer is Cedar Fair, L.P. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at One Cedar Point Drive, Sandusky, Ohio 44870.
Item 2(a). Names of Persons Filing.
Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby files this Schedule 13G Statement on behalf of Amalgamated Gadget, L.P., a Texas limited partnership ("Amalgamated"), the "Reporting Person." Additionally, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Scepter Holdings, Inc., a Texas corporation ("Scepter"), and Geoffrey Raynor ("Raynor"). The Reporting Person and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." The Item 2 Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Item 2 Persons that such a group exists.
Item 2(b). Address of Principal Business Office, or if None, Residence.
The address of the principal business office or residence of each of the Item 2 Persons is 301 Commerce Street, Suite 3200, Fort Worth, Texas 76102.
Item 2(c). Citizenship.
All of the natural persons listed in Item 2(a) are citizens of the United States of America.
Item 2(d). Title of Class of Securities.
This Schedule 13G Statement relates to units representing limited partner interests of the Issuer (the "Units").
Item 2(e). CUSIP Number.
The CUSIP number of the Units is 150185106.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
This Schedule 13G Statement is not being filed pursuant to Rule 13d-1(b) or Rule 13d-2(b).
Item 4. Ownership.
(a) - (b)
Reporting Person
Amalgamated
Pursuant to an Investment Management Agreement with R2, Amalgamated may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,434,179 Units, which constitutes approximately 9.8% of the outstanding Units.
Controlling Persons
Scepter
Because of its position as the sole general partner of Amalgamated, Scepter may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,434,179 Units, which constitutes approximately 9.8% of the outstanding Units.
Raynor
Because of his position as the President and sole shareholder of Scepter, which is the sole general partner of Amalgamated, Raynor may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,434,179 Units, which constitutes approximately 9.8% of the outstanding Units.
To the best of the knowledge of the Reporting Person, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any of the Units.
(c)
Reporting Person
Amalgamated
Acting through its general partner, Amalgamated has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 5,434,179 Units.
Controlling Persons
Scepter
As the sole general partner of Amalgamated, Scepter has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 5,434,179 Units.
Raynor
As the President and sole shareholder of Scepter, which is the sole general partner of Amalgamated, Raynor has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 5,434,179 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.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of each of the Item 2 Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1)(iii). The identity of each of the Item 2 Persons is set forth in Item 2(a) hereof.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
DATED: January 19, 2010
AMALGAMATED GADGET, L.P.
By: Scepter Holdings, Inc.,
its general partner
By: /s/ Brandon Teague
Brandon Teague, Director of Trading |
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