-----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, OsuRoZgFkjnMN+ikGKLPfBDvf2wNyoFUz1XD4nZY/PBTBfvhkdi6D9/ieAEWNbm6 RyLXed3p+I7/qSSOVoODrA== 0000903423-07-000125.txt : 20070205 0000903423-07-000125.hdr.sgml : 20070205 20070205172008 ACCESSION NUMBER: 0000903423-07-000125 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070205 DATE AS OF CHANGE: 20070205 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: 07581364 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: CASCADE INVESTMENT LLC CENTRAL INDEX KEY: 0001052192 IRS NUMBER: 911680459 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258030720 MAIL ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 SC 13D/A 1 cascade-13da_0205.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Four Seasons Hotels Inc.

(Name of Issuer)

Limited Voting Shares

(Title of Class of Securities)

35100E104

(CUSIP Number)

Laurie Smiley, Esq.

Irene Song, Esq.

Cascade Investment, L.L.C.

2365 Carillon Point

Kirkland, WA 98033

(425) 889-7900

Christopher E. Austin, Esq.

Michael A. Gerstenzang, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

(212) 225-2000

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

February 2, 2007

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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

CUSIP No. 35100E104

13D/A

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William H. Gates III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES		7	SOLE VOTING POWER 715,850*
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 1,984,150*
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER 715,850*
WITH		10	SHARED DISPOSITIVE POWER 1,984,150*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,700,000*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2 %
14	TYPE OF REPORTING PERSON IN

* All Limited Voting Shares held by Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade. For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Limited Voting Shares held by the Bill & Melinda Gates Foundation Trust (the “Foundation”) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Foundation. Michael Larson, the Business Manager of Cascade, has voting and investment power with respect to the Limited Voting Shares held by Cascade. In addition, Mr. Larson acts with investment discretion for Mr. and Mrs. Gates, as Co-Trustees of the Foundation, in respect of the Limited Voting Shares owned by the Foundation. Mr. Larson disclaims any beneficial ownership of the Limited Voting Shares beneficially owned by Cascade, the Foundation or Mr. and Mrs. Gates.

CUSIP No. 35100E104

13D/A

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Melinda French Gates
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS 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 United States of America
NUMBER OF SHARES		7	SOLE VOTING POWER -0-
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 1,984,150*
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER -0-
WITH		10	SHARED DISPOSITIVE POWER 1,984,150*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,984,150*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0 %
14	TYPE OF REPORTING PERSON IN

* For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Limited Voting Shares held by the Bill & Melinda Gates Foundation Trust (the “Foundation”) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Foundation. Michael Larson acts with investment discretion for Mr. and Mrs. Gates, as Co-Trustees of the Foundation, in respect of the Limited Voting Shares owned by the Foundation. Mr. Larson disclaims any beneficial ownership of the Limited Voting Shares beneficially owned by the Foundation or Mr. and Mrs. Gates.

CUSIP No. 35100E104

13D/A

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bill & Melinda Gates Foundation Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS 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 State of Washington
NUMBER OF SHARES		7	SOLE VOTING POWER -0-
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 1,984,150*
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER -0-
WITH		10	SHARED DISPOSITIVE POWER 1,984,150*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,984,150*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0 %
14	TYPE OF REPORTING PERSON OO

CUSIP No. 35100E104

13D/A

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cascade Investment, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Washington
NUMBER OF SHARES		7	SOLE VOTING POWER 715,850
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER -0-
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER 715,850
WITH		10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 715,850
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2 %
14	TYPE OF REPORTING PERSON OO

This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on November 6, 2006, as amended by Amendment No. 1 filed on December 29, 2006 and as amended by Amendment No. 2 filed on January 22, 2007 (as amended, the “Schedule 13D”) with respect to the Limited Voting Shares of Four Seasons Hotels Inc. (the “Issuer”), a Canadian corporation. The principal executive offices of the Issuer are located at 1165 Leslie Street, Toronto, Ontario, Canada A6 M3C 2K8. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The response set forth in Item 6 of the Schedule 13D is hereby amended by adding to the end of Item 6 the following:

On February 2, 2007, the Investors amended the Funding and Cooperation Agreement to provide that the Funding and Cooperation Agreement terminates at 5:00 P.M. EST on February 12, 2007 (unless an acquisition agreement is executed and delivered on or before such date). The Amendment No. 3 to the Funding and Cooperation Agreement is filed as Exhibit 99.8 to this Schedule 13D and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

The response set forth in Item 7 of the Schedule 13D is hereby amended by adding to the end of Item 7 the following:

99.8

Amendment No. 3 to the Funding and Cooperation Agreement

SIGNATURE

After reasonable 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.

Date: February 5, 2007

	CASCADE INVESTMENT, L.L.C.
	By: /s/ Michael Larson
	Name: Michael Larson
	Title: Business Manager

	BILL & MELINDA GATES FOUNDATION TRUST
	By: /s/ Michael Larson
	Name: Michael Larson (1)
	Title:	Attorney-in-fact for each of the Co-Trustees, William H. Gates III and Melinda French Gates

	WILLIAM H. GATES III
	By: /s/ Michael Larson
	Name: Michael Larson (1)(2)
	Title: Attorney-in-fact

	MELINDA FRENCH GATES
	By: /s/ Michael Larson
	Name: Michael Larson (1)
	Title: Attorney-in-fact

(1) Duly authorized under Special Power of Attorney appointing Michael Larson attorney–in–fact, dated February 4, 2005, by and on behalf of William H. Gates III and Melinda French Gates, as Co–Trustees, filed as Exhibit 99.2 to Cascade Investment, L.L.C.’s Amendment No. 5 to Schedule 13G with respect to Canadian National Railway Company on February 11, 2005, SEC File No. 005–48661, and incorporated by reference herein.

(2) Duly authorized under Special Power of Attorney appointing Michael Larson attorney-in-fact, dated February 3, 2006, by and on behalf of William H. Gates III, filed as Exhibit 99.1 to Cascade Investment, L.L.C.’s Amendment No. 2 to Schedule 13G with respect to Arch Capital Group Ltd. on March 7, 2006, SEC File No. 005-45257, and incorporated by reference herein.

EX-99.8 2 cascade-13daex998_0205.htm

EXHIBIT 99.8

AMENDMENT NO. 3

TO FUNDING AND COOPERATION AGREEMENT

THIS AMENDMENT NO. 3 TO FUNDING AND COOPERATION AGREEMENT (this “Amendment No. 3”) is dated as of February 2, 2007 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, as amended by that certain Amendment No. 1 to the Funding and Cooperation Agreement, dated as of December 27, 2006, and as amended by that certain Amendment No. 2 to the Funding and Cooperation Agreement, dated as of January 19, 2007 (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, as amended by that certain Amendment No. 1 to Funding and Cooperation Agreement and that certain Amendment No. 2 to the Funding and Cooperation Agreement, is hereby amended by deleting the reference to “February 2, 2007, 5:00 P.M. EST” therein and replacing such reference with a reference to “February 12, 2007, 5:00 P.M. EST.”

2. Counterparts; Facsimile Signatures. This Amendment No. 3 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. 3.

3. Full Force and Effect. Except as expressly amended or modified in this Amendment No. 3, 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. 3 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

	By:	/s/ Isadore Sharp
		Isadore Sharp

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