0001193125-12-033167.txt : 20120201 0001193125-12-033167.hdr.sgml : 20120201 20120201061033 ACCESSION NUMBER: 0001193125-12-033167 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120201 DATE AS OF CHANGE: 20120201 GROUP MEMBERS: MELCO CROWN SPV LTD GROUP MEMBERS: MELCO LEISURE & ENTERTAINMENT GROUP LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Melco Crown Entertainment LTD CENTRAL INDEX KEY: 0001381640 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82571 FILM NUMBER: 12560948 BUSINESS ADDRESS: STREET 1: 36TH FLOOR, THE CENTRIUM. STREET 2: 60 WYNDHAM STREET, CENTRAL CITY: HONG KONG. STATE: K3 ZIP: 00000 BUSINESS PHONE: (852) 2598 3600 MAIL ADDRESS: STREET 1: 36TH FLOOR, THE CENTRIUM. STREET 2: 60 WYNDHAM STREET, CENTRAL CITY: HONG KONG. STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Melco PBL Entertainment (Macau) LTD DATE OF NAME CHANGE: 20061120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Melco International Development LTD CENTRAL INDEX KEY: 0001389153 IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: THE PENTHOUSE, 38TH FLOOR, THE CENTRIUM STREET 2: 60 WYNDHAM STREET CITY: CENTRAL STATE: K3 ZIP: 000 BUSINESS PHONE: 852 3151 3777 MAIL ADDRESS: STREET 1: THE PENTHOUSE, 38TH FLOOR, THE CENTRIUM STREET 2: 60 WYNDHAM STREET CITY: CENTRAL STATE: K3 ZIP: 000 SC 13G 1 d295139dsc13g.htm SCHEDULE 13G SCHEDULE 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed

Pursuant to Rules 13d-1(b), (c) and (d) and

Amendments Thereto Filed

Pursuant to Rule 13d-2

(Amendment No.    )*

 

 

 

Melco Crown Entertainment Limited

(Name of Issuer)

 

 

 

Ordinary Shares, par value US$0.01 per share

(Title of Class of Securities)

 

G5974W 10 3

(CUSIP Number)

 

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*   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).

 

 

 

 

 

1

CUSIP No. G5974W 10 3  

 

  1.   

Names of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only).

 

Melco International Development Limited – Not applicable

  2.  

Check the Appropriate Box if a Member of a Group

(a)  x (see Item 8 below)        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    Hong Kong

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    5.    

Sole Voting Power

 

556,222,503 (Melco Leisure and Entertainment Group Limited may also be deemed to have sole voting power with respect to these shares)

   6.   

Shared Voting Power

 

562,235,583 (including shares disclaimed, see Item 4 below)

   7.   

Sole Dispositive Power

 

556,222,503 (Melco Leisure and Entertainment Group Limited may also be deemed to have sole dispositive power with respect to these shares)

   8.   

Shared Dispositive Power

 

562,235,583 (including shares disclaimed, see Item 4 below)

  9.

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    562,235,583

10.

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares    x

 

11.

  

Percent of Class Represented by Amount in Row (9)

 

    34.0%

12.

  

Type of Reporting Person (See Instructions)

 

    HC, CO

 

2

CUSIP No. G5974W 10 3  

 

  1.   

Names of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only).

 

Melco Leisure and Entertainment Group Limited – Not applicable

  2.  

Check the Appropriate Box if a Member of a Group

(a)  x (see Item 8 below)        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    British Virgin Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    5.    

Sole Voting Power

 

556,222,503 (Melco International Development Limited may also be deemed to have sole voting power with respect to these shares)

   6.   

Shared Voting Power

 

562,235,583 (including shares disclaimed, see Item 4 below)

   7.   

Sole Dispositive Power

 

556,222,503 (Melco International Development Limited may also be deemed to have sole dispositive power with respect to these shares)

   8.   

Shared Dispositive Power

 

562,235,583 (including shares disclaimed, see Item 4 below)

  9.

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    562,235,583

10.

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares    x

 

11.

  

Percent of Class Represented by Amount in Row (9)

 

    34.0%

12.

  

Type of Reporting Person

 

    CO

 

 

3

CUSIP No. G5974W 10 3  

 

  1.   

Names of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only).

 

Melco Crown SPV Limited – Not applicable

  2.  

Check the Appropriate Box if a Member of a Group

(a)  x (see Item 8 below)        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

6,013,080 (representing shares jointly controlled by Melco Leisure and Entertainment Group Limited and Crown Asia Investments Pty. Ltd., see Item 4 below)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

6,013,080 (representing shares jointly controlled by Melco Leisure and Entertainment Group Limited and Crown Asia Investments Pty. Ltd., see Item 4 below)

  9.

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    6,013,080

10.

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares    ¨

 

11.

  

Percent of Class Represented by Amount in Row (9)

 

    0.4%

12.

  

Type of Reporting Person

 

    CO

 

 

4

Item 1  

(a)

    Name of Issuer:      
     Melco Crown Entertainment Limited      
Item 1  

(b)

    Address of Issuer’s Principal Executive Offices:      
    

36th Floor, The Centrium

60 Wyndham Street

Central

Hong Kong

      
Item 2  

(a)

    Name of Person Filing:      
     Melco International Development Limited (“Melco”)      
     Melco Leisure and Entertainment Group Limited (“Melco Leisure”)      
     Melco Crown SPV Limited (“SPV”)      
Item 2  

(b)

    Address or Principal Business Office or, if None, Residence:      
    

Melco International Development Limited

38th Floor, The Centrium

60 Wyndham Street

Central

Hong Kong

      
    

Melco Leisure and Entertainment Group Limited

c/o 38th Floor, The Centrium

60 Wyndham Street

Central

Hong Kong

      
    

Melco Crown SPV Limited

Walker House

87 Mary Street

George Town

Grand Cayman KY1-9002

      
Item 2  

(c)

    Citizenship:      
     Melco – Hong Kong      
     Melco Leisure – British Virgin Islands      
     SPV – Cayman Islands      
Item 2  

(d)

    Title of Class of Securities:      
     Ordinary Shares (the “Ordinary Shares”)      
Item 2  

(e)

    CUSIP Number:      
     The CUSIP number for the Ordinary Shares is G5974W 10 3. The CUSIP number for the Issuer’s American depositary shares, each representing three Ordinary Shares, is 585464 10 0.      
Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a:-      
  Not Applicable      

 

5

Item 4.    Ownership.      
   The following sets forth the information with respect to the beneficial ownership of the Ordinary Shares by the Reporting Persons as of December 31, 2011.      
Reporting Person    Amount
Beneficially
Owned		      Percentage
of Class (1)		     Sole power to vote
or direct the vote		      Shared Power to
Vote or to direct the
vote		     Sole power to
dispose or to
direct the
disposition of		      Shared power to
dispose or to
direct the
disposition of		  

Melco

      562,235,583         34.0 %      556,222,503         562,235,583 *†      556,222,503         562,235,583 *† 

Melco Leisure

      562,235,583         34.0 %      556,222,503         562,235,583 *†      556,222,503         562,235,583 *† 

SPV

      6,013,080         0.4 %      0         6,013,080 †      0         6,013,080 † 

 

(1)

Percent of class calculated based on 1,653,101,002 Ordinary Shares outstanding as of December 31, 2011.

Melco Leisure is the record holder of 556,222,503 Ordinary Shares. Melco Leisure is a wholly owned subsidiary of Melco. Melco, through its ownership of Melco Leisure, may be deemed, for the purposes of Rule 13d-3 under the Act, to beneficially own all of the Ordinary Shares held by Melco Leisure. Melco is listed on the Main Board of the Hong Kong Stock Exchange.

 

* On December 12, 2007, the Issuer, Melco Leisure, Melco, Crown Asia Investments Pty. Ltd. (formerly known as PBL Asia Investments Limited) (“Crown Asia”), a Cayman Islands company, and Crown Limited (“Crown”), an Australian company, entered into an amended and restated shareholders’ deed (the “Shareholders’ Deed”). See Exhibit 2 to this Schedule 13G. Pursuant to the Shareholders’ Deed, Melco Leisure and Melco, on the one hand, agreed with Crown Asia and Crown, on the other hand, on voting shares for board nominees and certain matters relating to disposal of shares, which agreements may cause Melco Leisure and Melco to be deemed to share voting and dispositive power over 556,222,503 Ordinary Shares beneficially owned by Crown Asia and Crown for the purposes of Rule 13d-3 under the Act. Each of Melco Leisure and Melco expressly disclaims beneficial ownership of any Ordinary Shares held by Crown Asia and Crown pursuant to Rule 13d-4 under the Act, and the filing of this statement shall in no way be construed as an admission that either Melco Leisure or Melco is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of such Ordinary Shares.

 

† Pursuant to the Shareholders’ Deed Relating to Melco Crown SPV Limited (“SPV Shareholders’ Deed”), which is dated as of July 30, 2007 and attached to this Schedule 13G as Exhibit 3, SPV, a special purpose vehicle, is owned 50% by Melco Leisure (a wholly owned subsidiary of Melco) and 50% by Crown Asia (a direct and wholly owned subsidiary of Crown Entertainment Group Holdings Proprietary Limited (“Crown Entertainment”), an Australian company, and an indirect and wholly owned subsidiary of Crown). The voting and dispositive power over 6,013,080 Ordinary Shares beneficially owned by SPV is jointly shared by Melco Leisure and Melco on the one hand, and Crown Asia, Crown Entertainment and Crown, on the other.

See also Item 8 below.

Item 5.    Ownership of Five Percent or Less of a Class.   
   Not applicable.   
Item 6.    Ownership of More Than Five Percent on Behalf of Another Person.      
   Not applicable.      
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   Not applicable.

 

6

Item 8.    Identification and Classification of Members of the Group.      
   Pursuant to the Shareholders’ Deed, Melco Leisure and Melco, on the one hand, agreed with Crown Asia and Crown, on the other hand, on voting shares for board nominees and certain matters relating to disposal of shares, which agreements may cause the parties to be deemed to constitute a group within the meaning of Section 13(d)(3) of the Act. The existence of such group may cause either or both Melco Leisure and Melco to be deemed the beneficial owner of 556,222,503 Ordinary Shares beneficially owned by Crown Asia and Crown for the purposes of Rule 13d-5 under the Act. Each of Melco Leisure and Melco acknowledges the potential attribution of Ordinary Shares beneficially owned by Crown Asia and Crown but expressly disclaims beneficial ownership of any such Ordinary Shares, and the filing of this statement shall in no way be construed as an admission that either Melco Leisure or Melco is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of such Ordinary Shares. Neither Crown Asia Investments Pty. Limited nor Crown Limited is a reporting person on this statement.      
   Because, pursuant to the SPV Shareholders’ Deed, the SPV is owned 50% by Melco Leisure (a direct and wholly owned subsidiary of Melco) and 50% by Crown Asia (a direct and wholly owned subsidiary of Crown Entertainment and an indirect and wholly owned subsidiary of Crown), SPV, Melco Leisure and Melco on the one hand, and SPV, Crown Asia, Crown Entertainment and Crown on the other, may be deemed to constitute a group within the meaning of Section 13(d)(3).      
Item 9.    Notice of Dissolution of Group.      
   Not applicable.      
Item 10.    Certifications.      
   Not applicable.      

 

7

Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 20, 2012

 

For and on Behalf of
MELCO INTERNATIONAL DEVELOPMENT LIMITED
By:  

/s/ Chung, Yuk Man

  Name: Chung, Yuk Man
  Title: Director
For and on Behalf of
MELCO LEISURE AND ENTERTAINMENT GROUP LIMITED
By:  

/s/ Chung, Yuk Man

  Name: Chung, Yuk Man
  Title: Director
For and on Behalf of
MELCO CROWN SPV LIMITED
By:  

/s/ Chung, Yuk Man

  Name: Chung, Yuk Man
  Title: Director

 

8

EXHIBIT INDEX

 

Exhibit
No.

  

Description

1.   Agreement with respect to filing of Schedule 13G, dated as of January 20, 2012, between Melco International Development Limited and Melco Leisure and Entertainment Group Limited
2.**   Amended and Restated Shareholders’ Deed Relating to Melco PBL Entertainment (Macau) Limited
3.**   Shareholders’ Deed Relating to Melco PBL SPV Limited

 

** Previously filed as Exhibit 1 to Reporting Persons’ Schedule 13G (File No. 005-82571).

 

9

EX-99.(1) 2 d295139dex991.htm AGREEMENT WITH RESPECT TO FILING OF SCHEDULE 13G, DATED AS OF JANUARY 20, 2012 AGREEMENT WITH RESPECT TO FILING OF SCHEDULE 13G, DATED AS OF JANUARY 20, 2012

Exhibit 1

AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other (as such term is defined in the Schedule 13G referred to below) on behalf of each other of a statement on Schedule 13G with the United States Securities and Exchange Commission (including amendments thereto) with respect to the Ordinary Shares, par value $0.01 per share, of Melco Crown Entertainment Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated: January 20, 2012

 

For and on Behalf of

MELCO INTERNATIONAL

DEVELOPMENT LIMITED

By  

/s/ Chung, Yuk Man

  Name: Chung, Yuk Man
  Title: Director
For and on Behalf of

MELCO LEISURE AND

ENTERTAINMENT GROUP LIMITED

By  

/s/ Chung, Yuk Man

  Name: Chung, Yuk Man
  Title: Director