Q Investments threatens second meeting if it doesn't get its way

Q Investments said Thursday that it may call for another special meeting of Cedar Fair unitholders if a resolution to making paying cash distributions a higher priority fails to pass.
Tom Jackson
Jan 14, 2011


Q Investments said Thursday that it may call for another special meeting of Cedar Fair unitholders if a resolution to making paying cash distributions a higher priority fails to pass.

The Texas investment firm forced a special meeting on Tuesday to consider two proposals.

One proposal, to appoint a new chairman of the board with no prior ties to Cedar Fair, received so many votes that the current chairman, Dick Kinzel, announced that it appears to have passed.

The proposal on cash distributions is too close to call until all of the votes have been counted, Kinzel said. It may be several days until results are final.

In a letter sent Thursday to members of Cedar Fair's board by Federal Express, Q Investments said that most of the people who voted clearly favor higher cash distributions. The voting is close only because people who did not vote are being counted as "no" votes, the letter says.

According to the letter, the tally so far is 49.4 percent "yes."

If the board ignores the second proposal, "we will call yet another Special Meeting to vote on exactly the same resolution -- this time our simple goal will be getting the vote count from 49.4 percent to 50.1 percent," the letter says.

The letter argues that unitholders have the right to nominate directors for Cedar Fair.

It also insists that Geoffrey Raynor, who heads Q Investments, has met with Kinzel twice, and says that Raynor has a high regard for the amusement park business, even if Raynor has never visited a Cedar Fair park.

"Mr. Raynor personally grew up going to theme parks, and, with five children currently, has spent a great deal of time recently at various theme parks -- including a very recent visit to Six Flags, which he enjoyed immensely," it says.

The increasingly personal clash between Kinzel and Raynor has recently included Kinzel's repeated statements that Raynor has never visited a Cedar Fair park. According to Kinzel, Raynor said he visited Six Flags once and would never return.



Just curious~ 2 questions.

How does Q Investments know the current , yet not final tally of votes? Is that information shared with them because of the number of shared they own or because they initiated this meeting? 

Why didn't everyone receive all the same materials? I spoke with other shareholders, each of received different materials. One person got 1 white and 1 green proxy. One person got 1 green and no white proxy. I received 1 white proxy.  

Mr Kilbourne

See how much Q really cares about Cedar Fair?

Q Thugs are here to pillage the village! Take for what they wish!


If Q Investments is so unhappy with the way that things are being done why don't thay sell their stock and be done with it?  As a stock holder I personally think the debt needs paid down first before the distributions get bigger.  There are other stock holders beside Q Investments so why should they get to try and decide everything?  Yes they own a large share but I am sure Cedar Fair would survive without them.   

Leland Wykoff

The Special Meeting was scheduled on short notice--recall it was necessary to file a law suite to spur Cedar Fair action--thus limiting the time for notifications and proxy mailing.

This must be view as a tactical move by Cedar Fair management and Board to retard casting of votes.  Given non-votes count as "no" votes it was to Kinzels advantage to stall and delay the meeting.  Wedging the proxy notices arrival (if they arrived at all) between the holiday periods was also a tactical move. 

Controllng for late notification assured many people would receive less than two weeks warning of the meeting.  Thus making travel expensive.  The location and season were selected to maximize weather impacts.

Kinzel employed stregic scheduling toward another notible end: the Special Meeting was scheduled to occur after the cut-off time for unitholder proposals to be submitted for inclusion in the Annual Meeting proxy packet.  The cut-off time for Annual Meeting submissions was  pushed back  two months to December 2010.

These Cedar Fair moves assured investors have little choice but to demand additional Special Unitholder Meetings.  No doubt this is why Q Investments have responded as they have. 

One must now question the integrity of Cedar Fair.  Rig the meeting notice.  Rig the travel expense.  Rig the proxy delivery.  Rig meeting attendance.  Rig the vote. 

When Cedar Fair cries "Foul!" on Q Investments, know it is actually a "Personal Foul" on Dick Kinzel.




Now we know why Q fought the Apollo deal so much.  Because taking Cedar Fair private would have put an end to their efforts to destroy the long term potential of Cedar Fair so that they could take their short term profit.  If investors outside of Q Funding were smart they would make sure Q's proposal is shot down.  I for one have already cast my vote to ensure Q doesn't get any more power.  Oh, and Leland, the vote is not rigged. It may surprise you, but most of the investors who didn't invest through Q want the debt paid down first.  We are not in it to take a quick payout and destroy a local company.

Leland Wykoff


Let's review:

Cedar Fair argues the priority must be payment of debt over dividends. 

Kinzel insists debt is eating the company alive. 

Unitholders are selfish to demand meaningful dividends. 

In Kinzel's argument very available spare dime should be devoted to the task of debt reduction.

Dividend payouts would cripple the company's ability, and highest priority, to quickly pay down debt.

How does Mr. Kinzel react? 

Mr. Kinzel gives away half a million dollars, of Unitholder cash, to a high school football program.

Notice Mr. Kinzel did not donate $500,000.00 of his own personal wealth. 


Rather Mr. Kinzel gave away our dividend.

Having taken home over $4 million in executive compensation Mr. Kinzel can well afford to fund his own charitable causes.







Tool Shed

Hey Leland, you are dead on!   And don't forget about the 6 mill that he peed away with a bad attempted sale of the company.  (bad decisions and contributing to the debt daily)

Mr Kilbourne

I bet if this company was based in Ducktown, TN, and was one of the town's last major businesses you would have quite a different opinion, Mr. Wykoff. Clearly you don't understand community and the role this business plays in it. This started as a local business and now may be publicly traded, but should not be torn apart, drained, and cast aside for your profits. Why dont you just sell your units, I am sure you bought them for less than today's trade price, and return your focus to Ruby Tuesday's.

You really DON'T get it. Clearly, because you are complaining about $500,000 donated to a local high stadium- that many different schools, students, community organizations BENEFIT from. And you continue complain, whine, just because you didn't get a high return on your investment.


I understand that Mr Geoffrey Raynor grew up at amusement parks,like myself but sixflags went bankrupt ,because of their greed ,Now  q-funding is being greedy with the dividend . It's important to pay down the debt so the company benefits.Everyone is mad at the board with there high bonuses, q-funding is no better  with the dividend,your both are guilty of taking money away from the company,which the company needs to pay their bills,so the unit holders benefit!

Leland Wykoff


Supporting charities is an admirable, and desirable, goal.

Mr. Kinzel is free to utilize his $4+ million compensation from Cedar Fair to support those charities and activities he feels are importaint to his community.  Such tithing would receive my applause, praise, and, yes, gratitude.

Supporting charities is an admirable, and desirable, goal.

How am I  too meet my community giving obligations?   Depriving unitholders of a reasonable dividend, all the while diverting cash to Apollo and stadiums, leaves unitholders empty handed.

Supporting charities is an admirable, and desirable, goal.

Cedar Fair's questionable actions have taken money from the coffers of my local food bank.

That is not charitable, nor is it admirable.



I do agree with almost everything your saying.  But, to redo the loan to allow for increase dividends is going to cost another 20 million.  Cedarfair cannot keep giving away our money like this every year.  Last year 10 million for failed merger plus 30 million to redo loan.  40 million in wasted money.  Maybe the 30 million kept them from filing for bankruptcy like six flags.  If a dollar can be given out without any side effects, I bet it will.  Just wait till FEB 15th., and we will see.