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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 Powered by Morningstar Document Research. 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. 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 Powered by Morningstar Document Research. 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 Powered by Morningstar Document Research. 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 Powered by Morningstar Document Research. 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 Powered by Morningstar Document Research. 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 Powered by Morningstar Document Research. 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 Powered by Morningstar Document Research. 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 Powered by Morningstar Document Research. 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 Powered by Morningstar Document Research. 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 Powered by Morningstar Document Research. 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.