UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2020
CEDAR FAIR, L.P.
(Exact name of registrant as specified in its charter)
| | | | |
DELAWARE | | 1-9444 | | 34-1560655 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | |
One Cedar Point Drive, Sandusky, Ohio | | 44870-5259 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (419) 626-0830
N.A.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Depositary Units (Representing Limited Partner Interests) | | FUN | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 1, 2020, Cedar Fair Management, Inc., the general partner (the “General Partner”) of Cedar Fair, L.P. (the “Partnership”), entered into the Third Amendment to the Sixth Amended and Restated Agreement of Limited Partnership, as amended (the “Partnership Agreement Amendment”), to provide that the General Partner may determine that the 2020 annual meeting of limited partner unitholders shall not be held at any physical place but shall instead be held solely by means of remote communication. The Partnership Agreement Amendment also provides that in order to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (whether in effect in response to, or as a result of, a pandemic, natural disaster, terrorist activity or otherwise), the General Partner may determine that the annual meeting of limited partner unitholders to be held or for which notice is duly given while such requirements, conditions or guidelines are in effect shall not be held at any physical place, but shall instead be held solely by means of remote communication.
On April 1, 2020, the General Partner proposed, and the shareholder of the General Partner subsequently approved, a First Amendment to the Regulations of the General Partner (the “Regulations Amendment” and with the Partnership Agreement Amendment, collectively, the “Amendments”) providing for comparable amendments to the Regulations of the General Partner as to the annual meeting of shareholders of the General Partner.
The foregoing description of the Amendments does not purport to be complete and is qualified by the text of each of the Amendments, copies of which are filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
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 hereunto duly authorized.
| | | | | | |
| | | | CEDAR FAIR, L.P. |
| | | | By: Cedar Fair Management, Inc., General Partner |
| | | | | | | |
Date: April 1, 2020 | | | | By: | | /s/ Brian C. Witherow |
| | | | | | Brian C. Witherow |
| | | | | | Executive Vice President and |
| | | | | | Chief Financial Officer |
