SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
--------------------------
FAIRMONT HOTELS & RESORTS INC.
(Name of Subject Company (Issuer))
Icahn Partners LP
Icahn Partners Master Fund LP
(Names of Filing Persons)
Common Shares
CUSIP No. 305204109
(Class of Securities)
Keith L. Schaitkin, Esq.
Associate General Counsel
Icahn Associates Corp. and Affiliated Companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
Tel.: 212-702-4329
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on behalf of Filing Persons)
CALCULATION OF FILING FEE
Transaction Valuation: Not applicable Amount of Filing Fee: Not applicable
/ / Check the box if any part of the fee is offset as provided by 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: Not applicable Filing Party: Not applicable
Form or registration no.: Not applicable Date Filed: Not applicable
/X/ Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/x/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/x/ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
COMBINED SCHEDULE TO AND SCHEDULE 13D
This Schedule TO and combined amendment to the joint statement on Schedule 13D
is filed by Icahn Partners LP and Icahn Partners Master Fund LP (together, the
"Offerors"), and with respect to the Schedule 13D, by Icahn Offshore LP, CCI
Offshore Corp., Icahn Onshore LP, CCI Onshore Corp. and Carl C. Icahn (together
with the Offerors, the "Reporting Persons") pursuant to General Instructions D
and G. This Schedule TO relates to pre-commencement communications by the
Offerors and, as noted above, also amends the Schedule 13D previously filed by
the Reporting Persons.
CUSIP No. 305204109
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,985,534
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,985,534
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,985,534
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.53%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 305204109
1. NAME OF REPORTING PERSON
Icahn Offshore LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,985,534
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,985,534
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,985,534
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.53%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 305204109
1 NAME OF REPORTING PERSON
CCI Offshore Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,985,534
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,985,534
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,985,534
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.53%
14 TYPE OF REPORTING PERSON*
CO
CUSIP No. 305204109
1 NAME OF REPORTING PERSON
Icahn Partners LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,137,066
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,137,066
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,137,066
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.35%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 305204109
1 NAME OF REPORTING PERSON
Icahn Onshore LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,137,066
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,137,066
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,137,066
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.35%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 305204109
1 NAME OF REPORTING PERSON
CCI Onshore Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,137,066
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,137,066
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,137,066
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.35%
14 TYPE OF REPORTING PERSON*
CO
CUSIP No. 305204109
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
7,122,600
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
7,122,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,122,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.88%
14 TYPE OF REPORTING PERSON*
IN
On December 2, 2005, Icahn Partners LP and Icahn Partners Master Fund LP issued
a joint press release; a copy of the press release is filed as Exhibit 1 hereto
and is incorporated herein by reference.
IMPORTANT INFORMATION: ICAHN PARTNERS LP AND ICAHN PARTNERS MASTER FUND LP AND
THEIR AFFILIATES HAVE NOT YET COMMENCED THE TENDER OFFER REFERRED TO IN THIS
STATEMENT. UPON THE COMMENCEMENT OF ANY TENDER OFFER, THEY WILL FILE A TENDER
OFFER STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. THAT STATEMENT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND SHOULD BE READ BY
SECURITY HOLDERS. IF A TENDER OFFER IS COMMENCED, ONE WILL BE ABLE TO OBTAIN AT
NO CHARGE (I) THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS WHEN THEY BECOME
AVAILABLE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
http://www.sec.gov AND (II) THE OFFER TO PURCHASE AND ALL RELATED DOCUMENTS FROM
THE OFFERORS.
Exhibit 1
FOR IMMEDIATE RELEASE
Icahn Affiliates to Make Tender Offer
For Shares of Fairmont Hotels & Resorts Inc.
At USD $40.00 Per Share
New York, NY, December 2, 2005 - Icahn Partners LP and Icahn Partners Master
Fund LP, affiliates of Carl C. Icahn, today announced that they will initiate a
tender offer and takeover bid (the "Offer") for up to 29,648,400 common shares
("Fairmont Shares") of Fairmont Hotels & Resorts Inc. ("Fairmont"), which,
together with the shares they already own, constitutes approximately 51% of the
outstanding shares of Fairmont. The purchase price in the Offer will be USD $40
per share in cash. Shareholders will be entitled to elect to receive payment in
Canadian dollars. The Offer is not subject to financing. The Offer is
conditioned on at least 18,112,400 shares being properly tendered and not
withdrawn. In order to satisfy conditions to the Offer, the offerors will seek
all necessary regulatory and governmental approvals, including an order from the
Ontario Securities Commission to cease the trading of the rights under the
Fairmont poison pill (in which event the pill would not be applicable to the
Offer) if the Board of Fairmont has not redeemed all of the rights or waived
their application to the Offer.
On November 7, 2005, the offerors announced that they had acquired an aggregate
of approximately 9.30% of the outstanding Fairmont Shares. The Offer price
represents a 24.2% premium over the average closing price of Fairmont Shares,
which was $32.20 per share on the NYSE for the 60-day period ending on the last
trading day prior to that announcement.
The offerors believe that Fairmont and its shareholders would benefit if the
company were acquired in its totality by a larger hotel operator that is able to
more effectively take advantage of economics of scale. To the extent that
Fairmont is willing to pursue this path, the offerors would be willing to enter
into discussions to extend the length of its Offer to accommodate a sale
process.
ICAHN PARTNERS LP AND ICAHN PARTNERS MASTER FUND LP AND THEIR AFFILIATES HAVE
NOT YET COMMENCED THE OFFER REFERRED TO IN THIS PRESS RELEASE. UPON THE
COMMENCEMENT OF THE OFFER, THEY WILL FILE A TENDER OFFER STATEMENT WITH THE
SECURITIES AND EXCHANGE COMMISSION AND A TAKEOVER BID CIRCULAR WITH THE
PROVINCIAL SECURITIES COMMISSIONS IN CANADA. THOSE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE READ BY SECURITY HOLDERS.
WHEN THE OFFER IS COMMENCED, ONE WILL BE ABLE TO OBTAIN AT NO CHARGE (I) THE
TENDER OFFER STATEMENT AND OTHER DOCUMENTS WHEN THEY BECOME AVAILABLE ON THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT http://www.sec.gov, (II) THE
OFFER TO PURCHASE, TAKEOVER BID CIRCULAR AND ALL OTHER DOCUMENTS WHEN THEY
BECOME AVAILABLE ON SEDAR AT www.sedar.com AND (III) THE OFFER TO PURCHASE AND
TAKEOVER BID CIRCULAR AND ALL RELATED DOCUMENTS FROM THE OFFERORS.
Contact: Susan Gordon (212) 702-4309