UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Four Seasons Hotels Inc.
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(Name of Issuer)
Limited Voting Shares
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(Title of Class of Securities)
35100E104
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(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 1,640,700 (1)
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
1,640,700 (1)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,640,700
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
(1) Power is exercised through its sole general partner, MS Advisory
Partners, L.P.
2
<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 1,640,700 (1)(2)
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
1,640,700 (1)(2)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,640,700
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
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.
3
<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 389,700 (1)
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
389,700 (1)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
389,700
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
(1) Power is exercised through its sole general partner, SF Advisory
Partners, L.P.
4
<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 389,700 (1)(2)
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
389,700 (1)(2)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
389,700
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%
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.
5
<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 2,030,400 (1)(2)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,030,400 (1)(2)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,030,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%
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 1,640,700 of such
shares; solely in its capacity as one of two general
partners of SF Advisory Partners, L.P. with respect to
389,700 of such shares.
(2) Power is exercised through its controlling person, John H.
Scully.
6
<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 2,030,400 (1)(2)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,030,400 (1)(2)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,030,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%
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 1,640,700 of such
Shares; solely in its capacity as one of two general partners of SF
Advisory Partners, L.P. with respect to 389,700 of such shares.
(2) Power is exercised through its controlling person, William
E. Oberndorf.
7
<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 2,030,400 (1)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,030,400 (1)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,030,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
(1) Solely in his capacity as the controlling person of SF
Advisory Corp.
8
<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 2,030,400 (1)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,030,400 (1)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,030,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
(1) Solely in his capacity as the controlling person of SF
Advisory Corp. II.
9
<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.
10
<PAGE>
ITEM 4 OWNERSHIP:
The Reporting Persons have been advised by the Issuer that as of
December 31, 1998 there were 29,536,000 Shares outstanding.
(a)-(b) Main Street Partners, L.P. beneficially owns 1,640,700 Shares,
which constitutes approximately 5.5% of the 29,536,000 Shares outstanding as
of December 31, 1998. San Francisco Partners II, L.P. beneficially
owns 389,700 Shares, which constitutes approximately 1.3% of the Shares
outstanding as of December 31, 1998. MS Advisory Partners, L.P., through
its relationship with Main Street Partners, L.P., may be deemed to
beneficially own 1,640,700 Shares, constituting approximately 5.5%
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 389,700 Shares, constituting approximately 1.3% 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 2,030,400 Shares, constituting
approximately 6.9% 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 1,640,700
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 389,700 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 2,030,400 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.
11
<PAGE>
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.
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.
12
<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: January 13, 1999
/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: January 13, 1999
/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.
