Annual Report by a Canadian Issuer — Form 40-F Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 40-F Annual Report by a Canadian Issuer HTML 45K
2: EX-99.1 Miscellaneous Exhibit HTML 547K
3: EX-99.2 Miscellaneous Exhibit HTML 298K
4: EX-99.3 Miscellaneous Exhibit HTML 627K
5: EX-99.4 Miscellaneous Exhibit HTML 11K
6: EX-99.5 Miscellaneous Exhibit HTML 163K
7: EX-99.6 Miscellaneous Exhibit HTML 28K
8: EX-99.7 Miscellaneous Exhibit HTML 25K
9: EX-99.8 Miscellaneous Exhibit HTML 13K
(Name,
address (including zip code) and telephone number
(including
area code) of agent for service in the United States)
Securities
registered or to be registered pursuant to Section 12(b) of the
Act:
Title
of each class:
Name
of each exchange on which registered:
Limited
voting shares
New
York Stock Exchange
Toronto
Stock Exchange
Securities
registered or to be registered pursuant to Section 12(g)
of the Act:
Not
applicable
(Title of Class)
Securities
for which there is a reporting obligation pursuant to
Section 15(d) of the Act:
Not
applicable
(Title of
Class)
For
annual reports, indicate by checkmark the information filed with this
Form:
x
Annual
information
formx
Audited
annual
financial statements
Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual report:
33,661,638
Limited Voting Shares and 3,725,698 Variable Multiple Voting Shares
Indicate
by check mark whether the Registrant by filing the information contained in
this
Form is also thereby furnishing the information to the Commission pursuant
to
Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”).
If “Yes” is marked, indicate the file number assigned to the Registrant in
connection with such Rule. Yes
o
No
x
Indicate
by check mark whether the Registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past
90
days. Yes
x No o
NOTE
On
February 12, 2007, the Registrant announced that it had entered into a
definitive acquisition agreement (the “Acquisition Agreement”) to implement the
previously announced proposal to take the Registrant private at a price of
$82.00 cash per Limited Voting Share. Following completion of the arrangement
transaction, the Registrant would be owned by affiliates of Cascade Investment,
L.L.C. (an entity owned by William H. Gates III), Kingdom Hotels International
(a company owned by a trust created for the benefit of His Royal Highness Prince
Alwaleed Bin Talal Bin Abdulaziz Alsaud and his family), and Isadore Sharp.
A
meeting of shareholders to consider the arrangement transaction is scheduled
to
take place on April 5, 2007. In addition to the requisite shareholder approvals,
the arrangement transaction will require approval by the Ontario Superior Court
of Justice, and is also subject to certain other customary conditions, including
receipt of a limited number of regulatory approvals. It is anticipated that
the
arrangement transaction, if approved by shareholders, will be completed in
the
second quarter of 2007.
Copies
of the Acquisition Agreement and certain related documents have been filed
with
the United States Securities and Exchange Commission (the “SEC”) and the
Canadian Securities Regulators. A Transaction Statement on Schedule 13E-3 has
also been filed with the SEC. The documents are available at the SEC’s website
at www.sec.gov and the Canadian SEDAR website at www.sedar.com. The management
information circular in connection with the special meeting of shareholders
to
consider the arrangement transaction is currently expected to be mailed to
shareholders the week of March 12, 2007. The management information circular
will be available as part of the Registrant’s public filings at www.sec.gov and
www.sedar.com.
UNDERTAKING
The
Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities
in
relation to which the obligation to file an annual report on Form 40-F arises;
or transactions in said securities.
DISCLOSURE
CONTROLS AND PROCEDURES
The
Registrant’s management, with the participation of the Chief Executive Officer
and the Chief Financial Officer, has evaluated the effectiveness of the
Registrant’s disclosure controls and procedures (as defined in Rule 13a-15 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the
policies of the Canadian Securities Administrators) as at December 31, 2006,
and
has concluded that such disclosure controls and procedures are effective.
CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There
was no change in the Registrant’s internal control over financial reporting
during the period covered by this annual report that has materially affected,
or
is reasonably likely to materially affect, the Registrant’s internal controls
over financial reporting.
MANAGEMENT’S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The
disclosure entitled “Management’s
Annual Report on Internal Control over Financial Reporting”
at page 66 of Exhibit 99.2 (Management’s Discussion and Analysis for the year
ended December 31, 2006) is incorporated by reference herein.
ATTESTATION
REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM
The
“Report of Independent Registered Public Accounting Firm” included as part of
Exhibit 99.3 (Audited Consolidated Financial Statements for the year ended
December 31, 2006 and 2005, together with the auditors’ report) is incorporated
by reference herein.
AUDIT
COMMITTEE FINANCIAL EXPERT
The
Registrant’s board of directors has determined that all members of the Audit
Committee are financially literate and that at least one member possesses
accounting and related financial management expertise, within the meaning of
the
New York Stock Exchange’s listing standards and qualifies as an “audit committee
financial expert” as defined in applicable rules and regulations under the
Exchange Act. Mr. Ronald W. Osborne has been determined to be such audit
committee financial expert and is independent, as that term is defined by the
New York Stock Exchange’s listing standards applicable to the Registrant. The
SEC has indicated that the designation of Mr. Osborne as an audit committee
financial expert does not make Mr. Osborne an “expert” for any purpose, impose
any duties, obligations or liabilities on Mr. Osborne that are greater than
those imposed on members of the Audit Committee and board of directors who
do
not carry this designation or affect the duties, obligations or liability of
any
other member of the Audit Committee.
-2-
CODE
OF ETHICS
The
Registrant has adopted a code of ethics entitled “Code of Business Conduct and
Ethics” that applies to all directors, officers and employees, including its
principal executive officer and principal financial and accounting officer.
The
Code of Business Conduct and Ethics is available at the Registrant’s Internet
websitewww.fourseasons.com.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
The
following fees were charged by the shareholders’ auditors:
FOR
THE FISCAL YEARS
2006
2005
Audit
Fees
US$1,227,958
US$631,645
Audit-Related
Fees(1)
140,908
200,986
Tax
Fees(2)
437,207
95,961
All
Other Fees
-
-
US$1,806,073
US$928,592
1
Audit-related
fees were charged for assurance and related services that are reasonably related
to the performance of the audit or review of the annual financial statements
and
are not reported as part of audit fees, including audit of employee retirement
benefit plan, advice with respect to internal controls and other assurance
reports.
2
Tax
fees were charged for tax services, including tax compliance, tax advice and
tax
planning. These services consisted of tax compliance (including the review
of
tax returns, assistance with questions regarding tax audits and preparation
of
certain employee tax returns), and tax planning and advisory services relating
to common forms of domestic and international taxation.
The
Registrant’s Audit Committee has considered whether the provision of services
other than audit services is compatible with maintaining the auditors’
independence and has adopted a policy governing the provision of these services.
This policy is set forth in Exhibit 6 (Audit Committee Pre-Approval Policies
and
Procedures. For the year ended December 31, 2006, none of the services described
above were required to be approved by the Audit Committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
The
Registrant’s Audit Committee is composed of the following directors: Ronald W.
Osborne (Chair), Lionel H. Schipper, H. Roger Garland and William
Anderson.
-3-
SIGNATURE
Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets
all of the requirements for filing on Form 40-F and has duly caused this annual
report to be signed on its behalf by the undersigned, thereto duly
authorized.
