SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
| SCHEDULE 13E-3/A (AMENDMENT NO. 2) |
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOUR SEASONS HOTELS INC.
(Name of the Issuer)
FOUR SEASONS HOTELS INC.
FS ACQUISITION CORP.
KINGDOM HOTELS INTERNATIONAL
CASCADE INVESTMENT, L.L.C.
TRIPLES HOLDINGS LIMITED
ISADORE SHARP
HRH PRINCE ALWALEED BIN TALAL BIN ABDULAZIZ ALSAUD
(Names of Person(s) Filing Statement)
Limited Voting Shares &nb sp;
(Title of Class of Securities)
3500E104 &nbs p;
(CUSIP Number of Class of Securities)
| Four Seasons Hotels Inc. | Cascade Investment, L.L.C. | |
| 1165 Leslie Street | 2365 Carillon Point | |
| Toronto, Ontario, Canada M3C 2K8 | Kirkland, WA 98033 | |
| Attention: Sarah Cohen | Attention: Laurie A. Smiley, Esq. | |
| (416) 449-1750 | Irene Song, Esq. | |
| Isadore Sharp / Triples Holdings Limited | (425) 889-7900 | |
| c/o Four Seasons Hotels Inc. | ||
| 1165 Leslie Street | HRH Prince Alwaleed Bin Talal Bin | |
| Toronto, Ontario, Canada M3C 2K8 | Abdulaziz Alsaud | |
| Attention: Sarah Cohen | c/o Kingdom Holding Company | |
| (416) 449-1750 | Kingdom Centre – Floor 66 | |
| P.O. Box 2 | ||
| FS Acquisition Corp. | Riyadh 11321 | |
| c/o Cascade Investment, L.L.C. | Kingdom of Saudi Arabia | |
| 2365 Carillon Point | 011-966-1-211-1111 | |
| Kirkland, WA 98033 | ||
| c/o Kingdom Hotels International | Kingdom Hotels International | |
| P.O. Box 309GT, George Town, Grand | P.O. Box 309GT | |
| Cayman, Cayman Islands | George Town, Grand Cayman, Cayman | |
| Islands | ||
| (345) 949 8066 |
____________________________________________________________________________________________________________
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
| With copies to | ||||
| Wachtell Lipton Rosen & Katz | Cleary Gottlieb Steen & Hamilton LLP | |||
| 51 W. 52nd Street | One Liberty Plaza | |||
| New York, New York 10019 | New York, NY 10006 | |||
| Attention: David A. Katz, Esq. | Attention: Christopher E. Austin, Esq. | |||
| Joshua R. Cammaker, Esq. | (212) 225-2000 | |||
| (212) 403-1000 |
| Ogilvy Renault | Hogan & Hartson L.L.P. | |
| 1981 McGill College Avenue | 555 13thStreet, N.W. | |
| Montreal, Quebec, Canada H3A 3C1 | Washington, D.C. 20004 | |
| Attention: Norman Steinberg, Esq. | Attention: Bruce W. Gilchrist, Esq. | |
| (514) 847-4747 | (202) 637-5600 | |
| Goodmans LLP | Osler, Hoskin & Harcourt LLP | |
| 250 Yonge Street | 1221 Avenue of the Americas, 26th floor | |
| Toronto, Ontario, Canada M5B 2M6 | New York, New York | |
| Attention: Jonathan Lampe, Esq. | Attention: Kevin D. Cramer, Esq. | |
| (416) 979-2211 | (212) 907-0537 | |
Thisstatement is filed in connection with (check the appropriate box):
| a. | ¨ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under |
| the Securities Exchange Act of 1934. | ||
| b. | ¨ | The filing of a registration statement under the Securities Act of 1933. |
| c. | ¨ | A tender offer. |
| d. | x | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨
Check the following box if the filing is a final amendment reporting the results of the transaction: ¨
Calculation of Filing Fee &nbs p;
Transaction valuation* $3,148,722,452.00 Amount of filing fee $96,665.78
| * | Calculated solely for the purpose of determining the filing fee.The filing fee was determined by adding (x) the product of (I) the | |
| 33,681,238 Limited Voting Shares and 3,725,698 Variable Multiple Voting Shares convertible into Limited Voting Shares that are | ||
| proposed to be acquired in the arrangement and (II) the consideration of $82.00 in cash per Limited Voting Share, plus (y) | ||
| $81,353,700 expected to be paid to holders of 3,644,879 options to purchase Limited Voting Shares with an exercise price of less than | ||
| $82.00 per share in exchange for cancellation of such options ((x) and (y) together, the “Total Consideration”). The payment of the | ||
| filing fee, calculated in accordance with Exchange Act Rule 0-11(b), was calculated by multiplying the Total Consideration by | ||
| .0000307. | ||
| þ | Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting | |
| fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
| Amount Previously Paid: $96,665.78 | ||
| Form or Registration Number: Schedule 13E-3, File No. 005-52609 | ||
| Filing Party: Four Seasons Hotels Inc., FS Acquisition Corp., Kingdom Hotels International, Isadore Sharp, HRH Prince Alwaleed Bin | ||
| Talal Bin Abdulaziz Alsaud. Triples Holdings Limited and Cascade Investment, L.L.C. | ||
| Date Filed: February 27, 2007 | ||
Introduction
This Amendment No. 2 to the Rule 13E-3 Transaction Statement on Schedule 13E-3 (“Amendment No. 2”) amends and supplements the Schedule 13E-3 filed with the Securities and Exchange Commission (the “SEC”) by Four Seasons Hotels Inc., an Ontario, Canada corporation (the “Company”), FS Acquisition Corp., a company incorporated under the laws of the Province of British Columbia (“Purchaser”), Kingdom Hotels International, Isadore Sharp, HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud, Triples Holdings Limited and Cascade Investment, L.L.C. (together with the Company and Purchaser, the “Filing Persons”) on February 27, 2007, as amended by Amendment No. 1 to the Rule 13E-3 Transaction Statement on Schedule 13E-3 filed with the SEC on March 21, 2007.
All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person was supplied by such Filing Person, and no other Filing Person, including the Company, takes responsibility for the accuracy of such information as it relates to any other Filing Person.
The filing of this Statement shall not be construed as an admission by any Filing Person or by any affiliate of a Filing Person, that the Company is “controlled” by any other Filing Person, or that any other Filing Person is an “affiliate” of the Company within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.
Item 16. Exhibits
(a)(7) Reminder Communication to Certain Registered Shareholders.
(a)(8) Reminder Communication to Certain Beneficial Shareholders in Canada.
(a)(9) Reminder Communication to Certain Beneficial Shareholders in the United States.
1
| SIGNATURE |
After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of March 28, 2007
| FOUR SEASONS HOTELS INC. |
| By: /s/ Randolph Weisz |
| Name: Randolph Weisz |
| Title: EVP |
| By: /s/ Sarah Cohen |
| Name: Sarah Cohen |
| Title: SVP |
| FS ACQUISITION CORP. |
| By: /s/ Charles S. Henry |
| Name: Charles S. Henry |
| Title: Director |
| KINGDOM HOTELS INTERNATIONAL |
| By: /s/ HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud |
| Name: HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud |
| CASCADE INVESTMENT, L.L.C. |
| By: /s/ Michael Larson |
| Name: Michael Larson |
| Title: Business Manager |
| TRIPLES HOLDINGS LIMITED |
| By: /s/ Isadore Sharp |
| Name: Isadore Sharp |
| /s/ Isadore Sharp |
| ISADORE SHARP |
| /s/ HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud |
| HRH PRINCE ALWALEED BIN TALAL BIN |
| ABDULAZIZ ALSAUD |
