UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___ )
Four Seasons Hotels Inc.
- ----------------------------------------------------------
(Name of Issuer)
Limited Voting Shares
- ----------------------------------------------------------
(Title of Class of Securities)
35100E104
-------------------------------------
(CUSIP Number)
*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 the disclosures provided in a prior cover page.
The information required in 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
<PAGE>
1 NAME OF REPORTING PERSON
Main Street Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES 1,424,100 (1)
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
1,424,100 (1)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,424,100
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
(1) Power is exercised through its sole general partner,
MS Advisory Partners, L.P.
<PAGE>
1 NAME OF REPORTING PERSON
MS Advisory Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES 1,424,100 (1)(2)
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
1,424,100 (1)(2)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,424,100
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
(1) Solely in its capacity as the sole general partner of
Main Street Partners, L.P.
(2) Power is exercised through its two general partners,
SF Advisory Corp. and SF Advisory Corp. II.
<PAGE>
1 NAME OF REPORTING PERSON
San Francisco Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NUMBER OF SHARES 342,200 (1)
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
342,200 (1)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
342,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
(1) Power is exercised through its sole general partner,
SF Advisory Partners, L.P.
<PAGE>
1 NAME OF REPORTING PERSON
SF Advisory Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES 342,200 (1)(2)
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
342,200 (1)(2)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
342,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
(1) Solely in its capacity as the sole general partner of
San Francisco Partners II, L.P.
(2) Power is exercised through its two general partners,
SF Advisory Corp. and SF Advisory Corp. II.
<PAGE>
1 NAME OF REPORTING PERSON
SF Advisory Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 1,766,300 (1)(2)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,766,300 (1)(2)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,766,300
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
12 TYPE OF REPORTING PERSON (See Instructions)
CO
(1) Solely in its capacity as one of two general partners
of MS Advisory Partners, L.P. with respect to
1,424,100 of such shares; solely in its capacity as
one of two general partners of SF Advisory Partners,
L.P. with respect to 342,200 of such shares.
(2) Power is exercised through its controlling person,
John H. Scully.
<PAGE>
1 NAME OF REPORTING PERSON
SF Advisory Corp. II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 1,766,300 (1)(2)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,766,300 (1)(2)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,766,300
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
12 TYPE OF REPORTING PERSON (See Instructions)
CO
(1) Solely in its capacity as one of two general partners
of MS Advisory Partners, L.P. with respect to
1,424,100 of such Shares; solely in its capacity as
one of two general partners of SF Advisory Partners,
L.P. with respect to 342,200 of such shares.
(2) Power is exercised through its controlling person,
William E. Oberndorf.
<PAGE>
1 NAME OF REPORTING PERSON
John H. Scully
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 1,766,300 (1)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,766,300 (1)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,766,300
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
(1) Solely in his capacity as the controlling person of
SF Advisory Corp.
<PAGE>
1 NAME OF REPORTING PERSON
William E. Oberndorf
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 1,766,300 (1)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,766,300 (1)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,766,300
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
(1) Solely in his capacity as the controlling person of
SF Advisory Corp. II.
<PAGE>
ITEM 1 (A) NAME OF ISSUER:
Four Seasons Hotels Inc.
ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1165 Leslie Street, Toronto, Ontario, Canada M3C 2K8
ITEM 2 (A) NAME OF PERSON FILING:
The names of the persons filing this statement (the
"Reporting Persons") are Main Street Partners, L.P., MS
Advisory Partners, L.P., San Francisco Partners II, L.P.,
SF Advisory Partners, L.P., SF Advisory Corp., SF Advisory
Corp. II, John H. Scully, and William E. Oberndorf.
ITEM 2 (B) ADDRESS OF PRINCIPAL OFFICE:
The address of the principal office of each of the
Reporting Persons is 591 Redwood Highway, Suite 3215, Mill
Valley, CA 94941.
ITEM 2 (C) CITIZENSHIP:
Main Street Partners, L.P. is a Delaware limited
partnership. MS Advisory Partners, L.P. is a Delaware
limited partnership. San Francisco Partners II, L.P. is a
California limited partnership. SF Advisory Partners,
L.P. is a Delaware limited partnership. SF Advisory Corp.
is a Delaware corporation. SF Advisory Corp. II is a
Delaware corporation. Mr. Scully and Mr. Oberndorf are
citizens of the United States of America.
ITEM 2 (D) TITLE OF CLASS OF SECURITIES:
This statement relates to Limited Voting Shares of
the Issuer ("Shares").
ITEM 2 (E) CUSIP NUMBER: 35100E104
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES
13D-1(B) OR 13D-2(B), CHECK WHETHER THE PERSON
FILING IS A:
This item is not applicable.
ITEM 4 OWNERSHIP:
The Reporting Persons have been advised by the Issuer
that as of December 31, 1997 there were 29,547,456 Shares
outstanding.
(a)-(b) Main Street Partners, L.P. beneficially
owns 1,424,100 Shares, which constitutes approximately
4.8% of the 29,547,456 Shares outstanding as of December
31, 1997. San Francisco Partners II, L.P. beneficially
owns 342,200 Shares, which constitutes approximately 1.2%
<PAGE>
of the Shares outstanding as of December 31, 1997. MS
Advisory Partners, L.P., through its relationship with
Main Street Partners, L.P., may be deemed to beneficially
own 1,424,100 Shares, constituting approximately 4.8% of
the Shares outstanding. SF Advisory Partners, L.P.,
through its relationship with San Francisco Partners II,
L.P., may be deemed to beneficially own 342,200 Shares,
constituting approximately 1.2% of the Shares outstanding.
Each of SF Advisory Corp., SF Advisory Corp II, John H.
Scully, and William E. Oberndorf, through their
relationships with Main Street Partners, L.P. and San
Francisco Partners II, L.P., may be deemed to beneficially
own 1,766,300 Shares, constituting approximately 6.0% of
the Shares outstanding.
(c) Acting through MS Advisory Partners, L.P., its
general partner, Main Street Partners, L.P. has the sole
power to dispose or direct the disposition of and the sole
power to vote or direct the vote of 1,424,100 Shares.
Acting through SF Advisory Partners, L.P., its general
partner, San Francisco Partners II, L.P. has the sole
power to dispose or direct the disposition of and the sole
power to vote or direct the vote of 342,200 Shares.
However, SF Advisory Corp. and SF Advisory Corp. II, as
the general partners of both MS Advisory Partners, L.P.
and SF Advisory Partners, L.P., and Mr. Scully as the
controlling person of SF Advisory Corp. and Mr. Oberndorf
as the controlling person of SF Advisory Corp. II, each
may be deemed to share investment and voting control, with
respect to all of the 1,766,300 Shares.
The Reporting Persons expressly declare that the
filing of this statement on Schedule 13G shall not be
construed as an admission that they are, for the purposes
of Section 13(d) or 13(g) of the Securities and Exchange
Act of 1934, the beneficial owners of any securities
covered by this statement.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
This item is not applicable.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
No other persons have the right to receive or the
power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares held by the
Reporting Persons.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARIES WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
This item is not applicable.
<PAGE>
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
A GROUP.
This item is not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
This item is not applicable.
ITEM 10 CERTIFICATION.
This item is not applicable.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Date: February 5, 1998
/s/ Phillip Gordon
--------------------------------
PHILLIP GORDON,
for the following named persons
or entities, as attorney-in-fact
MAIN STREET PARTNERS, L.P.*
MS ADVISORY PARTNERS, L.P.*
SAN FRANCISCO PARTNERS II, L.P. *
SF ADVISORY PARTNERS, L.P.*
SF ADVISORY CORP.*
SF ADVISORY CORP. II*
JOHN H. SCULLY*
WILLIAM E. OBERNDORF*
* A Power of Attorney authorizing Phillip Gordon to act
on behalf of this person or entity has previously
been filed with the Securities and Exchange Commission.
<PAGE>
EXHIBIT INDEX
EXHIBIT A - Agreement to the Filing of Joint
Statements on Schedule 13G Pursuant to Rules 13d-1(c) and
13d-1(f)
EXHIBIT A
Agreement Relating to the Filing
of Joint Statements on Schedule 13G
Pursuant to Rules 13d-1(c) and 13d-1(f)
It is agreed among the undersigned that the Schedule 13G
Statement to which this document is Exhibit A is filed on behalf
of each of the undersigned as provided in Rules 13d-1(c) and 13d-
1(f) of the General Rules and Regulations of the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
Dated: February 5, 1998
/s/ Phillip Gordon
------------------------------
PHILLIP GORDON,
for the following named persons or
entities, as attorney-in-fact
MAIN STREET PARTNERS, L.P.*
MS ADVISORY PARTNERS, L.P.*
SAN FRANCISCO PARTNERS II, L.P.*
SF ADVISORY PARTNERS, L.P.*
SF ADVISORY CORP.*
SF ADVISORY CORP. II*
JOHN H. SCULLY*
WILLIAM E. OBERNDORF*
* A Power of Attorney authorizing Phillip Gordon to act on
behalf of this person or entity has been previously filed
with the Securities and Exchange Commission.<PAGE>
