SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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FAIRMONT HOTELS & RESORTS INC.
(Name of Subject Company)
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FAIRMONT HOTELS & RESORTS INC.
(Name of Person(s) Filing Statement)
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Common Shares, without nominal or par value (including the associated Rights to purchase Common Shares)
(Title of Class of Securities)
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305204109
(CUSIP Number of Class of Securities)
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Terence P. Badour, Esq.
Executive Vice President, Law and Administration
Fairmont Hotels & Resorts Inc.
Canadian Pacific Tower, Ste 1600
100 Wellington Street W.
Toronto, Ontario M5K 1B7
Canada
(416) 874-2600
(Name, Address and Telephone Number of Person authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
_____________________
With copies to:
G. Blair Cowper-Smith, Esq. Philip C. Moore, Esq. McCarthy Tétrault LLP Toronto, Dominion Bank Tower, Suite 4700 Toronto, Ontario M5K 1E6 Canada (416) 362-1812 | Morris J. Kramer, Esq. David J. Friedman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 |
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 3 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Fairmont Hotels & Resorts Inc. ("Fairmont") with the Securities and Exchange Commission on December 22, 2005, as amended by Amendment No. 1 to Schedule 14D-9 filed by Fairmont with the Commission on December 23, 2005 and Amendment No. 2 to Schedule 14D-9 filed by Fairmont with the Commission on January 6, 2006 (as amended, the "Statement") relating to the tender offer by Icahn Partners LP and Icahn Partners Master Fund LP (collectively, the "Offeror") disclosed in a Tender Offer Statement on Schedule TO (the "Schedule TO") initially filed by Offeror with the Securities and Exchange Commission (the "Commission") on December 9, 2005, to purchase up to 29,648,400 Common Shares of Fairmont at a purchase price of $40.00 per Common Share (the "Offer Price").
Item 9. Exhibits.
Item 9 is amended and supplemented by adding thereto:
(a)(10) Further Revised Consent of UBS Securities LLC
(a)(11) Further Revised Consent of Avington International
(a)(12) Further Revised Consent of Scotia Capital Inc.
SIGNATURE
After due 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.
FAIRMONT HOTELS & RESORTS INC.
| By | /s/ Terence P. Badour |
| Name: | Terence P. Badour |
| Title: | Executive Vice President, Law and Administration |
Date: January 19, 2006
INDEX TO EXHIBITS
Exhibit No. | Document
|
(a)(10) | Further Revised Consent of UBS Securities LLC |
(a)(11) | Further Revised Consent of Avington International |
(a)(12) | Further Revised Consent of Scotia Capital Inc. |
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