United States
Securities and Exchange Commission
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No.
n/a
)*
| OMB Number 3235-0145 |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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).
CUSIP No. 15018510W
Neuberger Berman Group LLC
OO
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
4758895
0
0
5298851
5298851
9.60
HC
CUSIP No. 15018510W
Neuberger Berman LLC
OO
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
4758895
0
0
5298851
5298851
9.60
BD IA
The class of equity securities to which this statement on Schedule 13D relates is the units representing limited partnership interests of Cedar Fair, L.P. (the “Issuer’), a Delaware limited partnership, having its principal business office at One Cedar Point Drive, Sandusky, Ohio 44870.
This statement is being filed by the following persons: Neuberger Berman Group LLC (“NBG”) and Neuberger Berman LLC (“NB LLC”) (the “Reporting Persons”).
NBG and NB LLC are Delaware limited liability companies, each having its principal business office at 605 Third Avenue, New York, NY 10158..
NBG is the parent company of various subsidiaries engaged in the investment advisory business.
NB LLC, an indirect subsidiary of NBG, is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and a broker-dealer registered under the Securities and Exchange Act of 1934, as amended. As a registered investment adviser (“RIA”), NB LLC provides discretionary investment advisory services to private investors, institutions, endowments, employee benefit plans, foundations and others.
The information required by instruction C to Schedule 13D with respect to the executive officers and directors of the Reporting Persons set forth below.
Neuberger Berman Group LLC
Directors
Joseph Amato
Robert D’Alelio
William Fox
Jack McCarthy
George Walker
Richard Worley
Lawrence Zicklin
Executive Officers
George Walker Chief Executive Officer
Joseph Amato President
Heather Zuckerman Secretary and Executive Vice President
Andrew Komaroff Chief Operating Officer and Executive Vice President
Irene Ashkenazy Treasurer
Neuberger Berman LLC
Executive Officers
Joseph Amato President, Chief Executive Officer and Chief Investment Officer - Equities
Brad Cetron Chief Compliance Officer
John Dorogoff Chief Operations Officer, Chief Financial Officer, and Treasurer
Kevin Handwerker General Counsel and Managing Director
Bradley Tank Managing Director and Chief Financial Officer – Fixed Income
Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case:
None of the individuals referenced above in Item 2 have been convicted in a criminal proceeding in the past five years.
Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order:
None of the individuals referenced above in Item 2 have been party to a civil proceeding of a judicial or administrative proceeding or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the past five years.
All of the individuals referenced above in Item 2 are citizens of the United States.
NB LLC, in its capacity as a RIA, used an aggregate of approximately $75,010,757 of funds provided through the accounts of certain of its investment advisory clients to purchase the Securities reported as beneficially owned in Item 5.
The Securities reported as beneficially owned in Item 5 were purchased by NB LLC in its capacity as a RIA on behalf of its investment advisory clients for investment purposes in the ordinary course of business. On December 16, 2009, the Issuer announced that it had entered into a definitive merger agreement to be acquired by an affiliate of Apollo Global Management. NB LLC opposes the proposed merger agreement providing for the acquisition of the Issuer by an affiliate of Apollo Global Management. Other than as described above in this Item 4, none of the Reporting Persons nor any of the individuals referenced in Item 2 have any plans or proposals with respect to the Issuer which relate to or would result in the events listed for Item 4 (a) – (j) of the instructions for Schedule 13D. Depending on market conditions, NB LLC, in its capacity as a RIA, may purchase additional Securities or sell Securities on behalf of its investment advisory clients in the future.
The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
Any material change in the present capitalization or dividend policy of the issuer;
Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
Any action similar to any of those enumerated above.
State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The above mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act;
The aggregate number of Securities to which this Schedule 13D relates is 5,298,851 shares, representing 9.60% of the 55,207,944 units representing limited partner interests reported as outstanding in the Issuer’s most recent Form 10-Q for the quarterly period ending September 27, 2009. The Reporting Persons beneficially own the Securities as follows:
NB LLC 5,298,851 Units 9.60% Percentage of units outstanding
NBG is deemed to have beneficial ownership of the Securities beneficially owned by NB LLC.
For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared;
NB LLC has been granted discretionary voting and dispositive power with respect to 4,758,895 of the shares reported herein as beneficially owned by it, and with respect to such shares NB LLC shares voting and dispositive power with its clients in whose accounts the shares are held. In addition, NB LLC has been granted discretionary dispositive power, but not voting power, with respect to the remaining 539,956 shares reported herein as beneficially owned by it, and with respect to such shares NB LLC shares only dispositive power with its clients in whose accounts such shares are held.
Information with respect to transactions in the Securities which were effected within the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons is set forth below.
| Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
| 11/30/2009
11/30/2009 12/1/2009 12/4/2009 12/7/2009 12/8/2009 12/9/2009 12/11/2009 12/14/2009 12/16/2009 12/17/2009 12/18/2009 12/21/2009 12/22/2009 12/23/2009 12/24/2009 12/29/2009 12/30/2009 12/31/2009 1/4/2010 1/5/2010 1/6/2010 1/7/2010 1/11/2010 1/13/2010 1/14/2010 1/15/2010 1/19/2010 1/20/2010 1/25/2010 1/26/2010 1/27/2010 1/28/2010 | 1200-
300- 1600- 40000- 2400- 1800- 1900- 2100- 300- 1000- 4000- 600- 1000- 500- 33400- 4000- 18000- 6000- 2500- 6000- 25000 2300- 25000 360- 5000- 3000 9000- 700- 3325- 1500- 1500 6000 5000 4400 46100 20000 20600 24000 5000 10000 24000 75000 2000 130000 38000 12000 66900 15100 11700 8400 2100 32400 40500 19000 23500 105900 4000 3300 8000 1166 97100 49900 8200 14150 10500 20000 9800 | 8.1100
8.1000 8.6650 8.2000 8.3675 8.6575 8.6700 8.7473 8.8849 8.9101 8.8945 8.9901 9.0569 8.9300 9.0097 9.0044 9.0001 9.0044 9.0072 11.2107 11.2291 11.2000 11.2174 11.1801 11.2408 11.2599 11.2550 11.2600 11.3470 11.3400 11.3499 11.4355 11.3860 11.4420 11.4436 11.4492 11.6933 11.7045 11.6999 11.7478 11.9319 11.8741 11.9499 11.8917 11.9223 11.9826 11.8417 11.7411 11.9351 11.9379 11.9646 12.5806 12.3463 12.7519 12.4510 12.5457 12.5477 12.4959 12.0900 12.5568 12.6143 12.7350 12.5168 12.5587 12.5792 12.5472 12.7120 |
The transactions above were effected on the New York Stock Exchange.
Not applicable.
Not applicable.
Not applicable.
The Joint Filing Agreement is attached hereto as Exhibit 1.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)