-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I/nON0b4Vki9Iw2vQONM3DHsH5JqUPFZIoHqV1tiSENIpu2C3ecgTHa9zqfsOXec r/FhpPImCyW94OXBDT4LbA== 0001123292-07-000014.txt : 20070108 0001123292-07-000014.hdr.sgml : 20070108 20070108170246 ACCESSION NUMBER: 0001123292-07-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070108 DATE AS OF CHANGE: 20070108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOUR SEASONS HOTELS INC CENTRAL INDEX KEY: 0001030555 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 980087570 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52609 FILM NUMBER: 07518157 BUSINESS ADDRESS: STREET 1: 1165 LESLIE ST STREET 2: TORONTO CITY: ONTARIO CANADA STATE: A6 ZIP: M3C 2K8 BUSINESS PHONE: 4164491750 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAUD H R H PRINCE ALWALEED BIN TALAL BIN ABDULAZIZ AL CENTRAL INDEX KEY: 0001035410 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: KINGDOM HOLDING COMPANY STREET 2: P O BOX 8653 CITY: RIYADH STATE: T0 ZIP: 00000 SC 13D/A 1 sc13d010207.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

 

FOUR SEASONS HOTELS INC.

___________________________________________________________

(Name of Issuer)

 

Limited Voting Shares

____________________________________________________________

 

35100E104

____________________________________________________________

(CUSIP Number)

 

HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud

c/o Kingdom Holding Company

Kingdom Centre – Floor 66

P.O. Box 2

Riyadh 11321

Kingdom of Saudi Arabia

011-966-1-211-1111

_____________________________________________________________

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

Copies to:

Bruce W. Gilchrist, Esq.

Hogan & Hartson L.L.P.

555 13th Street, N.W.

Washington, D.C. 20004

(202) 637-5600

 

December 27, 2006

______________________________________________________________

(Date of Event which Requires Filing of this Statement)

 

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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box x.

 

The information required on this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. 35100E104                                      Schedule 13D

1

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons

 

HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud

 

2

Check the Appropriate Box if a Member of a Group

(a) x

(b) o

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

o

6

Citizenship or Place of Organization

 

Kingdom of Saudi Arabia

 

 




Number of Shares Beneficially Owned by Each Reporting Person With

7

Sole Voting Power

 

7,389,182 Limited Voting Shares

 

8

Shared Voting Power

 

179,322 Limited Voting Shares

 

9

Sole Dispositive Power

 

7,389,182 Limited Voting Shares

 

10

Shared Dispositive Power

 

179,322 Limited Voting Shares

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,568,504 Limited Voting Shares

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

o

13

Percent of Class Represented by Amount in Row (11)

 

23%

 

14

Type of Reporting Person (See Instructions)

 

IN

 

 

CUSIP No. 35100E104                                      Schedule 13D

1

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons

 

Kingdom Investments, Inc.

 

2

Check the Appropriate Box if a Member of a Group

(a) x

(b) o

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

o

6

Citizenship or Place of Organization

 

Barbados

 

 




Number of Shares Beneficially Owned by Each Reporting Person With

7

Sole Voting Power

 

7,389,182 Limited Voting Shares

 

8

Shared Voting Power

 

None

9

Sole Dispositive Power

 

7,389,182 Limited Voting Shares

 

10

Shared Dispositive Power

 

None

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,389,182 Limited Voting Shares

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

o

13

Percent of Class Represented by Amount in Row (11)

 

22%

 

14

Type of Reporting Person (See Instructions)

 

CO

 

 

This Amendment No. 1 amends the Schedule 13D filed on November 6, 2006, by HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud (“HRH”) and Kingdom Investments, Inc., a corporation organized under the laws of Barbados (together with HRH, the “Reporting Persons”), relating to the Limited Voting Shares of Four Seasons Hotels Inc., an Ontario, Canada corporation. Capitalized terms used herein without definition have the meaning set forth in the Reporting Persons’ prior Schedule 13D report.

 

Item 4.

Purpose of Transaction

 

Item 4 is hereby amended by deleting the last two sentences in the first paragraph thereof and replacing them with the following three sentences:

 

“On December 27, 2006, the Investors entered into an Amendment No. 1 to the Funding and Cooperation Agreement (the “Amendment”) to extend the termination date of the Funding and Cooperation Agreement. The Funding and Cooperation Agreement, as amended by the Amendment, is terminable on the earliest of January 19, 2007 (unless an acquisition agreement is executed and delivered on or before such date), termination of the acquisition agreement, completion of the transactions contemplated by the Proposal and notice by either Kingdom Hotels or Cascade before execution and delivery of the acquisition agreement. The descriptions of the terms of the Funding and Cooperation Agreement and the Amendment contained herein are summaries only and are qualified in their entirety by the terms of the Funding and Cooperation Agreement and the Amendment, which are filed as Exhibit 99.1 and Exhibit 99.5 to this Schedule 13D, as amended, and are incorporated herein by reference.”

 

Item 7.

Material to be Filed as Exhibits

 

 

Item 7 is hereby amended by adding the following exhibit:

 

 

Signature

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule 13D is true, complete and correct.

 

 

 

/s/ HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud

 

HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud

 

 

 

 

 

KINGDOM INVESTMENTS, INC.

 

 

 

 

 

By: /s/ Charles S. Henry
Name: Charles S. Henry
Title: President

 

 

 

 

Dated:   January 8, 2007

 

 

 

 

 

 

 

EX-99 2 sc13dexhibit995.htm AMENDMENT TO THE FUNDING AND COOPERATION AGREEMENT

 

AMENDMENT NO. 1

TO FUNDING AND COOPERATION AGREEMENT

THIS AMENDMENT NO. 1 TO FUNDING AND COOPERATION AGREEMENT (this “Amendment No. 1”) is dated as of December 27, 2006 by and among Kingdom Hotels International, a Cayman Islands company (“Kingdom”), Cascade Investment, L.L.C., a Washington limited liability company (“Cascade” and, together with Kingdom, the “Lead Investors”), Triples Holdings Limited, an Ontario corporation (“Triples” and, together with the Lead Investors, the “Investors”), and Isadore Sharp (“Sharp” and, together with Triples, the “Sharp Parties”; the Sharp Parties and the Lead Investors are referred to herein as the “Parties”) and amends that certain Funding and Cooperation Agreement, dated as of November 3, 2006, by and among the Parties (the “Funding and Cooperation Agreement”).

WHEREAS, the Parties wish to amend the Funding and Cooperation Agreement according to the terms set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein, the Parties agree as follows:

 

1.          Amendments. Section 11 of the Funding and Cooperation Agreement is hereby amended by deleting the reference to “December 31, 2006” therein and replacing such reference with a reference to “January 19, 2007.” 

2.          Counterparts; Facsimile Signatures. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. For purposes hereof, facsimile signatures shall be binding on the Parties to this Amendment No. 1.

3.          Full Force and Effect. Except as expressly amended or modified in this Amendment No. 1, all terms and conditions of the Funding and Cooperation Agreement shall remain in full force and effect, which terms and conditions the Parties hereby ratify and affirm.

 

[Signature page follows.]

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to Funding and Cooperation Agreement by their duly authorized officers as of the date first written above.

 

  KINGDOM HOTELS INTERNATIONAL
     
     
  By: /s/ Charles S. Henry
  Name: Charles S. Henry
  Title: Authorized Signatory
     
     
  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
  Title: President
     
     
    /s/ Isadore Sharp
    Isadore Sharp
     

 

 

 

 

 

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