U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 40-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003. Commission File Number 001-14572
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FOUR SEASONS HOTELS INC.
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(Exact name of Registrant as specified in its charter)
Ontario, Canada 7011 98-0087570
(Province or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1165 Leslie Street
Toronto, Ontario
Canada M3C 2K8
(416) 449-1750
(Address and telephone number of Registrant's principal executive offices)
FOUR SEASONS HOTELS (U.S.) INC.
c/o The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
(302) 777-0220
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Limited voting shares New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Not applicable
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:
Not applicable
(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
[X] Annual information form [X] Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:
31,409,420 Limited Voting Shares and 3,832,172 Variable Multiple Voting Shares
Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to
the Registrant in connection with such Rule.
Yes [ ]. No [X].
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X]. No [ ].
UNDERTAKING
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Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises;
or transactions in said securities.
DISCLOSURE CONTROLS AND PROCEDURES
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As of December 31, 2003, an evaluation was carried out, under the supervision of
and with the participation of the Registrant's management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15) under the
Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that the design and operation of these disclosure
controls and procedures were effective. There was no change in the Registrant's
internal control over financial reporting that occurred during the period
covered by this annual report that has materially affected, or is reasonably
likely to materially affect, the Registrant's internal controls over financial
reporting.
AUDIT COMMITTEE FINANCIAL EXPERT
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The Registrant's board of directors has determined that all members of the Audit
Committee are financially literate and that at least one member possesses
accounting and related financial management expertise, within the meaning of the
New York Stock Exchange's listing standards, and qualifies as an "audit
committee financial expert" as defined in applicable rules and regulations under
the Exchange Act. Mr. Benjamin Swirsky has been determined to be such audit
committee financial expert and is independent, as that term is defined by the
New York Stock Exchange's listing standards applicable to the Registrant. The
Securities and Exchange Commission has indicated that the designation of Mr.
Swirsky as an audit committee financial expert does not make Mr. Swirsky an
"expert" for any purpose, impose any duties, obligations or liabilities on Mr.
Swirsky that are greater than those imposed on members of the Audit Committee
and board of directors who do not carry this designation or affect the duties,
obligations or liability of any other member of the Audit Committee.
CODE OF ETHICS
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The Registrant has adopted a code of ethics entitled "Code of Business Conduct
and Ethics" that applies to all directors, officers and employees, including its
principal executive officer and principal financial and accounting officer. The
Code of Business Conduct and Ethics is available at the Registrant's Internet
website www.fourseasons.com.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
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The following fees were billed by the shareholders' auditors:
FOR THE FISCAL YEARS 2003 2002
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Audit Fees (1) C$769,800 C$709,000
Audit-related Fees (2) 88,800 53,000
Tax Fees (3) 374,700 296,595
All Other Fees (4) 2,200 55,400
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C$1,235,500 C$1,113,995
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1 Audit fees were charged for professional services rendered by the auditors
for the audit of the Registrant's annual financial statements or services
provided in connection with certain statutory and regulatory filings or
engagements.
2 Audit-related fees were charged for assurance and related services that are
reasonably related to the performance of the audit or review of the annual
financial statements and are not reported as part of audit fees, including
audit of employee retirement benefit plan, advice with respect to internal
controls and accounting consultations.
3 Tax fees were paid for tax compliance, tax advice and tax planning
professional services. These services consisted of tax compliance
(including the review of tax returns, assistance with questions regarding
tax audits and preparation of certain employee tax returns), and tax
planning and advisory services relating to common forms of domestic and
international taxation.
4 These fees were paid for products and services other than the audit fees,
audit-related fees and tax fees and related primarily to a study regarding
the practice in the hospitality industry of corporate expense allocations.
The Registrant's Audit Committee has considered whether the provision of
services other than audit services is compatible with maintaining the auditors'
independence and has adopted a policy governing the provision of these services.
This policy is set forth in Exhibit 6. For the year ended December 31, 2003 none
of the services described above were required to be approved by the Audit
Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
OFF-BALANCE SHEET ARRANGEMENTS
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The disclosure entitled "Off-Balance Sheet Arrangements" at pages 26 and 27 of
Exhibit 2 is incorporated by reference herein.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
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The disclosure entitled "Contractual Obligations" at page 19 of Exhibit 2 is
incorporated by reference herein.
IDENTIFICATION OF THE AUDIT COMMITTEE
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The Registrant's Audit Committee is composed of the following directors:
Ronald W. Osborne, Lionel H. Schipper, Benjamin Swirsky (Chair).
SIGNATURE
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Pursuant to the requirements of the Exchange Act, the Registrant certifies that
it meets all of the requirements for filing on Form 40-F and has duly caused
this annual report to be signed on its behalf by the undersigned, thereto duly
authorized.
FOUR SEASONS HOTELS INC.
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April 19, 2004 By: /s/ Randolph Weisz
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Randolph Weisz
Executive Vice President
General Counsel & Secretary
EXHIBIT INDEX
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NUMBER DOCUMENT
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1 Annual Information Form for the year ended December 31, 2003.
2 Management's Discussion and Analysis for the year ended
December 31, 2003 (filed as Exhibit 99.1 to the Registrant's
Report on Form 6-K, filed March 17, 2004, and incorporated
herein by reference).
3 Audited Consolidated Financial Statements for the year ended
December 31, 2003 (including reconciliation to United States
GAAP) together with the auditors' report (filed as Exhibit
99.2 to the Registrant's Report on Form 6-K, filed March 17,
2004, and incorporated herein by reference).
4 Consent of KPMG LLP.
5 Comments by Auditors for U.S. Readers on Canada-U.S. Reporting
Difference (incorporated by reference to the disclosure
entitled "Comments by Auditors for U.S. Readers on Canada-U.S.
Reporting Difference" in the Registrant's Registration
Statement on Form F-10 filed with the Commission on March 17,
2004 (Registration Number 333-113665)).
6 Audit Committee Pre-Approval Policies and Procedures.
7 Certifications Pursuant to Section 302 of the US Sarbanes-Oxley
Act of 2002
Certification of the Registrant's Chief Executive Officer
Certification of the Registrant's Chief Financial Officer
8 Certifications Pursuant to Section 906 of the US Sarbanes-Oxley
Act of 2002
Certification of the Registrant's Chief Executive Officer
Certification of the Registrant's Chief Financial Officer
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