Download Form SC 13D/A Belmond Ltd. - BEL Filed: October 06, 2008 (period

Form SC 13D/A
Belmond Ltd. - BEL
Filed: October 06, 2008 (period: )
Amendment to a SC 13D filing
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user
assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be
limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
SC 13D/A - FIFTH AMENDMENT
EX-99.1 (PRESS RELEASE)
Source: Belmond Ltd., SC 13D/A, October 06, 2008
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5)*
ORIENT-EXPRESS HOTELS LTD.
-------------------------------------------------------------------------------(Name of Issuer)
Class A Common Shares, $0.01 Par Value
-------------------------------------------------------------------------------(Title of Class of Securities)
G67743107
-------------------------------------------------------------------------------(CUSIP Number)
Peter A. Nussbaum, Esq.
CR Intrinsic Investors, LLC
72 Cummings Point Road
Stamford, CT 06902
(203) 890-2000
(with a copy to)
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Attn: Adam M. Turteltaub
-------------------------------------------------------------------------------(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 3, 2008
-------------------------------------------------------------------------------(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 ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box:
[ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this
person's initial filing
securities, and for any
would alter disclosures
cover page shall be filled out for a reporting
on this form with respect to the subject class of
subsequent amendment containing information which
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).
Source: Belmond Ltd., SC 13D/A, October 06, 2008
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
SCHEDULE 13D
------------------------------------------------CUSIP No. G67743107
Page 2 of 7 Pages
----------------------------------------------------------- -------------------------------------------------------------------1
NAME OF REPORTING PERSON
CR Intrinsic Investors, LLC
----------- -------------------------------------------------------------------2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
----------- -------------------------------------------------------------------3
SEC USE ONLY
----------- -------------------------------------------------------------------4
SOURCE OF FUNDS
AF
----------- -------------------------------------------------------------------5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
----------- -------------------------------------------------------------------6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- -----------------------------------------------7
SOLE VOTING POWER
0
--------- -----------------------------------------------8
SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED
2,835,000 (see Item 5)
BY EACH REPORTING
--------- -----------------------------------------------PERSON WITH
9
SOLE DISPOSITIVE POWER
0
--------- -----------------------------------------------10
SHARED DISPOSITIVE POWER
2,835,000 (see Item 5)
----------- -------------------------------------------------------------------11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,835,000 (see Item 5)
----------- -------------------------------------------------------------------12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[X]
----------- -------------------------------------------------------------------13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
----------- -------------------------------------------------------------------14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
----------- --------------------------------------------------------------------
Source: Belmond Ltd., SC 13D/A, October 06, 2008
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
SCHEDULE 13D
------------------------------------------------CUSIP No. G67743107
Page 3 of 7 Pages
----------------------------------------------------------- -------------------------------------------------------------------1
NAME OF REPORTING PERSON
CR Intrinsic Investments, LLC
----------- -------------------------------------------------------------------2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
----------- -------------------------------------------------------------------3
SEC USE ONLY
----------- -------------------------------------------------------------------4
SOURCE OF FUNDS
AF
----------- -------------------------------------------------------------------5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
----------- -------------------------------------------------------------------6
CITIZENSHIP OR PLACE OF ORGANIZATION
Anguilla, British West Indies
--------------------- --------- -----------------------------------------------7
SOLE VOTING POWER
0
--------- -----------------------------------------------8
SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED
2,835,000 (see Item 5)
BY EACH REPORTING
--------- -----------------------------------------------PERSON WITH
9
SOLE DISPOSITIVE POWER
0
--------- -----------------------------------------------10
SHARED DISPOSITIVE POWER
2,835,000 (see Item 5)
----------- -------------------------------------------------------------------11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,835,000 (see Item 5)
----------- -------------------------------------------------------------------12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[X]
----------- -------------------------------------------------------------------13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
----------- -------------------------------------------------------------------14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
----------- --------------------------------------------------------------------
Source: Belmond Ltd., SC 13D/A, October 06, 2008
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
SCHEDULE 13D
------------------------------------------------CUSIP No. G67743107
Page 4 of 7 Pages
----------------------------------------------------------- -------------------------------------------------------------------1
NAME OF REPORTING PERSON
Steven A. Cohen
----------- -------------------------------------------------------------------2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
----------- -------------------------------------------------------------------3
SEC USE ONLY
----------- -------------------------------------------------------------------4
SOURCE OF FUNDS
AF
----------- -------------------------------------------------------------------5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
----------- -------------------------------------------------------------------6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------- --------- -----------------------------------------------7
SOLE VOTING POWER
0
--------- -----------------------------------------------8
SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED
2,835,000 (see Item 5)
BY EACH REPORTING
--------- -----------------------------------------------PERSON WITH
9
SOLE DISPOSITIVE POWER
0
--------- -----------------------------------------------10
SHARED DISPOSITIVE POWER
2,835,000 (see Item 5)
----------- -------------------------------------------------------------------11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,835,000 (see Item 5)
----------- -------------------------------------------------------------------12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[X]
----------- -------------------------------------------------------------------13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
----------- -------------------------------------------------------------------14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
----------- --------------------------------------------------------------------
Source: Belmond Ltd., SC 13D/A, October 06, 2008
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this
"Amendment No. 5") amends the Schedule 13D filed on May 16, 2008 (the "Original
Schedule 13D") and amended on June 3, 2008 ("Amendment No. 1"), August 4, 2008
("Amendment No. 2"), August 26, 2008 ("Amendment No. 3") and September 25, 2008
("Amendment No. 4") (the Original Schedule 13D, Amendment No. 1, Amendment No.
2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5 are collectively
referred to herein as the "Schedule 13D"). This Amendment No. 5 relates to Class
A common shares, $0.01 par value per share (the "Common Stock"), of
Orient-Express Hotels Ltd., a Bermuda company (the "Issuer").
Item 4.
Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended to include the following:
On October 3, 2008, Valence, Oculus and CR Intrinsic Investors issued a
press release announcing that RiskMetrics Group - ISS Governance Services and
Egan-Jones Proxy Services, independent proxy advisory firms, have each
recommended that shareholders of the Issuer vote in favor of the Proposed
Resolutions at the Special General Meeting.
This description of the press release does not purport to be complete and
is qualified in its entirety by reference to the press release, a copy of which
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7.
Material to be filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
1. Joint Filing Agreement (previously filed with Original Schedule 13D).
2. Joint Filing Agreement (previously filed with Amendment No. 1).
3. Agreement, dated as of June 2, 2008, by and between CR Intrinsic Investments,
LLC, D. E. Shaw Oculus Portfolios, L.L.C. and D. E. Shaw Valence Portfolios,
L.L.C. (previously filed with Amendment No. 1).
4. Letter to the Board of Directors of Orient-Express Hotels Ltd. from D. E.
Shaw Oculus Portfolios, L.L.C., D. E. Shaw Valence Portfolios, L.L.C. and CR
Intrinsic Investments, LLC, dated July 24, 2008 (previously filed with Amendment
No. 2).
5. Letter to D. E. Shaw Oculus Portfolios, L.L.C., D. E. Shaw Valence
Portfolios, L.L.C. and CR Intrinsic Investments, LLC from Paul M. White,
President & CEO of Orient-Express Hotels Ltd., dated August 1, 2008 (previously
filed with Amendment No. 2).
Page 5 of 7
Source: Belmond Ltd., SC 13D/A, October 06, 2008
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
6. Letter to the Board of Directors of Orient-Express Hotels Ltd. from D. E.
Shaw Oculus Portfolios, L.L.C., D. E. Shaw Valence Portfolios, L.L.C. and CR
Intrinsic Investments, LLC, dated August 4, 2008 (previously filed with
Amendment No. 2).
7. Requisition Letters to the Board of Directors of Orient-Express Hotels Ltd.
from Cede & Co., each dated August 22, 2008 (previously filed with Amendment No.
3).
8. Letter to the Board of Directors of Orient-Express Hotels Ltd. from D. E.
Shaw Oculus Portfolios, L.L.C., D. E. Shaw Valence Portfolios, L.L.C. and CR
Intrinsic Investments, LLC, dated August 25, 2008 (previously filed with
Amendment No. 3).
9. Proxy Statement, dated September 24, 2008, along with accompanying cover
letter and proxy card (previously filed with Amendment No. 4).
10. Press Release, dated October 3, 2008, issued by D. E. Shaw Valence
Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C. and CR Intrinsic
Investors, LLC (attached hereto as Exhibit 99.1).
Page 6 of 7
Source: Belmond Ltd., SC 13D/A, October 06, 2008
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned, severally and not jointly,
certifies that the information set forth in this statement is true, complete and
correct.
Dated: October 3, 2008
CR INTRINSIC INVESTORS, LLC
By:
/s/ Peter Nussbaum
-------------------------------------------Name: Peter Nussbaum
Title: Authorized Person
CR INTRINSIC INVESTMENTS, LLC
By:
/s/ Peter Nussbaum
-------------------------------------------Name: Peter Nussbaum
Title: Authorized Person
STEVEN A. COHEN
By:
/s/ Peter Nussbaum
-------------------------------------------Name: Peter Nussbaum
Title: Authorized Person
Source: Belmond Ltd., SC 13D/A, October 06, 2008
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Exhibit 99.1
RISKMETRICS GROUP - ISS GOVERNANCE SERVICES (ISS)
RECOMMENDS ORIENT-EXPRESS HOTELS SHAREHOLDERS
VOTE THE GREEN PROXY CARD
FOR THE D. E. SHAW GROUP AND CR INTRINSIC PROPOSALS
New York, NY and Stamford, CT--October 3, 2008 - D. E. Shaw Valence Portfolios,
L.L.C., D. E. Shaw Oculus Portfolios, L.L.C. (the "D. E. Shaw group") and CR
Intrinsic Investors, LLC today announced that RiskMetrics Group - ISS Governance
Services ("ISS"), the leading independent proxy voting advisory and corporate
governance services firm, has recommended that Orient-Express Hotels Ltd. (NYSE:
OEH) shareholders vote the GREEN proxy card FOR both proposals submitted by the
Requisitioning Shareholders for the Orient Express Special General Meeting to be
held on October 10, 2008.
The Requisitioning Shareholders seek to (i) amend the Orient-Express Bye-laws so
that any shares owned by the Company or its subsidiaries would be treated as
non-voting treasury shares, and (ii) eliminate the Class B shares currently held
by the Company.
In recommending that Orient-Express shareholders vote FOR both proposals, ISS
stated:
"The dual-class share structure of the company essentially gives no
opportunity to shareholders to hold the board accountable on any issues
relating to the company through their voting rights. Furthermore,
shareholders are not given the chance to have a true voice on major
corporate transactions, which could potentially add a premium to the value
of the company's share. The management of the company appears to be
entrenched, as it may only be held accountable by itself given its
super-voting rights. The company has repeatedly blocked takeover attempts
without giving shareholders a chance to express their views on these
offers, while also exhibiting poor communication language to bidders. Also,
the company has failed to establish a majority independent board.
Irrespective of whether the current structure would be deemed legal or not,
the proponents have made a strong case with regards to how the elimination
of Class B shares would benefit the company in terms of good governance,
which may in turn have a positive effect on the firm's value. The company,
on the other hand, has not sufficiently justified how the current share
structure benefits Class A shareholders."
ISS concluded, "Considering
to the corporate governance
associated with maintaining
are in the best interest of
shareholder approval."
the potential benefits of the proposals with regard
structure of the company, as well as the costs
the dual-class structure, the proposed resolutions
the shareholders. As such, these proposals merit
Source: Belmond Ltd., SC 13D/A, October 06, 2008
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Additionally, Egan-Jones Proxy Services, another independent proxy advisor also
recommends that Orient-Express shareholders vote FOR both proposals. In its
analysis, Egan-Jones noted:
"Despite the Company's argument against the proposals that the dual-class
voting structure has been fully disclosed for years, we believe that this
particular structure is extraordinary, and, especially in light of the
performance of the Class A shares, it is not in the best interests of the
Company and its public (i.e. Class A) shareholders for the Company to
control more than 80% of the voting power on all matters put to a
shareholder vote."
The D. E. Shaw group and CR Intrinsic Investors, said, "We are very pleased that
respected independent advisory firms ISS and Egan Jones recognize the value of
eliminating the circular ownership and voting structure that Orient-Express has
used to disenfranchise Class A shareholders. These recommendations are a
powerful endorsement of our proposals, which we believe would benefit all
Orient-Express investors."
The D. E. Shaw group and CR Intrinsic Investors strongly encourage
Orient-Express shareholders to sign, date and return the GREEN proxy card and
vote FOR both proposals today. Shareholders with questions about how to vote
their shares may call Innisfree M&A Incorporated toll-free at 1-888-750-5834.
Banks and Brokers may call collect at 1-212-750-5833.
D. E. Shaw Valance Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., CR
Intrinsic Investments, LLC and CR Intrinsic Investors, LLC are referred to
collectively as the "Requisitioning Shareholders." Permission to use quotations
from the ISS and Egan-Jones reports was neither sought nor obtained. The
Requisitioning Shareholders previously filed their definitive proxy statement as
an attachment to their respective filings on Schedule 13D, and mailed the proxy
statement and GREEN proxy card to shareholders. Shareholders are strongly
advised to read the proxy statement and other related documents, as they contain
important information. Copies of the proxy statement are available free of
charge on the SEC's website at http://www.sec.gov or by contacting Innisfree M&A
Incorporated by telephone at 888-750-5834 or by email at [email protected].
Shareholder Contacts:
Innisfree M&A Incorporated
Scott Winter / Michel Brinn
+1 212 750 5833
Source: Belmond Ltd., SC 13D/A, October 06, 2008
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.