-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GhtRH8gNyvm61+OIB2MK0wEgO1bqV1o6MLnjgPN+q4BoalyIRbo7TUGga4eGEBRs xmFHmCDcfr0Vd4lCwajKIA== 0001144204-09-024807.txt : 20090508 0001144204-09-024807.hdr.sgml : 20090508 20090507200632 ACCESSION NUMBER: 0001144204-09-024807 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090508 DATE AS OF CHANGE: 20090507 GROUP MEMBERS: D. E. SHAW & CO., L.L.C. GROUP MEMBERS: D. E. SHAW & CO., L.P. GROUP MEMBERS: D. E. SHAW OCULUS PORTFOLIOS, L.L.C. GROUP MEMBERS: DAVID E. SHAW SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORIENT EXPRESS HOTELS LTD CENTRAL INDEX KEY: 0001115836 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 980223493 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60303 FILM NUMBER: 09807366 BUSINESS ADDRESS: STREET 1: 22 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 1 441 295 2244 MAIL ADDRESS: STREET 1: 20 UPPER GROUND CITY: LONDON STATE: X0 ZIP: SE1 9PF FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: D. E. Shaw Valence Portfolios, L.L.C. CENTRAL INDEX KEY: 0001294704 IRS NUMBER: 134046559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 120 WEST FORTY-FIFTH STREET STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 478-0000 MAIL ADDRESS: STREET 1: 120 WEST FORTY-FIFTH STREET STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D/A 1 v148487_sc13da.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)

Orient-Express Hotels Ltd.

(Name of Issuer)

Class A Common Stock, $0.01 par value

(Title of Class Securities)


G67743107

(CUSIP Number)
 
D. E. Shaw & Co., L.P.
Attn:  Compliance Department
120 West Forty-Fifth Street
Floor 39, Tower 45
New York, NY 10036
212-478-0000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
 

May 4, 2009

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures 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, as amended (the “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.  G67743107
1
 Name of Reporting Person.
 I.R.S. IDENTIFICATION
 
 D. E. Shaw Valence Portfolios, L.L.C.
 FEIN 13-4046559
2
 Check the Appropriate Box if a Member of a Group (See Instructions)
 (a) x
 (b) o
3
 SEC Use Only
 
 
4
 Source of Funds (See Instructions)
 
 WC
5
 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
 
6
 Citizenship or Place of Organization
 
 Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7
 Sole Voting Power
 
 -0-
8
 Shared Voting Power
 
 2,273,300
9
 Sole Dispositive Power
 
 -0-
10
 Shared Dispositive Power
 
 2,273,300
11
 Aggregate Amount Beneficially Owned by Each Reporting Person
 
 2,273,300
12
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
 
13
 Percent of Class Represented by Amount in Row (11)
 
 3.0%
14
 Type of Reporting Person (See Instructions)
 
 OO

 
CUSIP No.  G67743107
1
 Name of Reporting Person.
 I.R.S. IDENTIFICATION
 
 D. E. Shaw Oculus Portfolios, L.L.C.
 FEIN 20-0805088
2
 Check the Appropriate Box if a Member of a Group (See Instructions)
 (a) x
 (b) o
3
 SEC Use Only
 
 
4
 Source of Funds (See Instructions)
 
 WC
5
 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
 
6
 Citizenship or Place of Organization
 
 Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7
 Sole Voting Power
 
 -0-
8
 Shared Voting Power
 
 945,344
9
 Sole Dispositive Power
 
 -0-
10
 Shared Dispositive Power
 
 945,344
11
 Aggregate Amount Beneficially Owned by Each Reporting Person
 
 945,344
12
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
 
13
 Percent of Class Represented by Amount in Row (11)
 
 1.2%
14
 Type of Reporting Person (See Instructions)
 
 OO

 

 
CUSIP No.  G67743107
1
 Name of Reporting Person.
 I.R.S. IDENTIFICATION
 
 D. E. Shaw & Co., L.L.C.
 FEIN 13-3799946
2
 Check the Appropriate Box if a Member of a Group (See Instructions)
 (a) x
 (b) o
3
 SEC Use Only
 
 
4
 Source of Funds (See Instructions)
 
 AF
5
 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
 
6
 Citizenship or Place of Organization
 
 Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7
 Sole Voting Power
 
 -0-
8
 Shared Voting Power
 
 945,378
9
 Sole Dispositive Power
 
 -0-
10
 Shared Dispositive Power
 
 945,378
11
 Aggregate Amount Beneficially Owned by Each Reporting Person
 
 945,378
12
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
 
13
 Percent of Class Represented by Amount in Row (11)
 
 1.2%
14
 Type of Reporting Person (See Instructions)
 
 OO



 
CUSIP No.  G67743107
1
 Name of Reporting Person.
 I.R.S. IDENTIFICATION
 
 D. E. Shaw & Co., L.P.
 FEIN 13-3695715
2
 Check the Appropriate Box if a Member of a Group (See Instructions)
 (a) x
 (b) o
3
 SEC Use Only
 
 
4
 Source of Funds (See Instructions)
 
 AF
5
 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
 
6
 Citizenship or Place of Organization
 
 Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7
 Sole Voting Power
 
 -0-
8
 Shared Voting Power
 
 3,218,678
9
 Sole Dispositive Power
 
 -0-
10
 Shared Dispositive Power
 
 3,218,678
11
 Aggregate Amount Beneficially Owned by Each Reporting Person
 
 3,218,678
12
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
 
13
 Percent of Class Represented by Amount in Row (11)
 
 4.2%
14
 Type of Reporting Person (See Instructions)
 
 IA, PN



 
CUSIP No.  G67743107
1
 Name of Reporting Person.
 I.R.S. IDENTIFICATION
 
 David E. Shaw
2
 Check the Appropriate Box if a Member of a Group (See Instructions)
 (a) x
 (b) o
3
 SEC Use Only
 
 
4
 Source of Funds (See Instructions)
 
 AF
5
 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
 
6
 Citizenship or Place of Organization
 
 United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7
 Sole Voting Power
 
 -0-
8
 Shared Voting Power
 
 3,218,678
9
 Sole Dispositive Power
 
 -0-
10
 Shared Dispositive Power
 
 3,218,678
11
 Aggregate Amount Beneficially Owned by Each Reporting Person
 
 3,218,678
12
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
 
13
 Percent of Class Represented by Amount in Row (11)
 
 4.2%
14
 Type of Reporting Person (See Instructions)
 
 IN



 
Item 1.
 
Security and the Issuer
     
   
This Amendment No. 11 to Schedule 13D (this “Amendment”) amends and supplements the statement on Schedule 13D filed by D. E. Shaw Valence Portfolios, L.L.C., a Delaware limited liability company (“Valence”), D. E. Shaw Oculus Portfolios, L.L.C., a Delaware limited liability company (“Oculus”), D. E. Shaw & Co., L.L.C., a Delaware limited liability company (“DESCO LLC”), D. E. Shaw & Co., L.P., a Delaware limited partnership (“DESCO LP”), and David E. Shaw, a citizen of the United States of America (“David E. haw,” and together with Valence, Oculus, DESCO LLC, and DESCO LP, collectively, the “Reporting Persons”) on February 13, 2008, with the Securities Exchange Commission (the “SEC”) and amended by Amendment No. 1 to the Schedule 13D filed on May 27, 2008, by Amendment No. 2 to the Schedule 13D filed on June 3, 2008, by Amendment No. 3 to the Schedule 13D filed on August 4, 2008, by Amendment No. 4 to the Schedule 13D filed on August 25, 2008, by Amendment No. 5 to the Schedule 13D filed on September 25, 2008, by Amendment No. 6 to the Schedule 13D filed on October 3, 2008, by Amendment No. 7 to the Schedule 13D filed on October 7, 2008, by Amendment No. 8 to the Schedule 13D filed on October 15, 2008, by Amendment No. 9 to the Schedule 13D filed on November 24, 2008, and by Amendment No. 10 to the Schedule 13D filed on January 14, 2009 (as amended, the “Schedule 13D”), relating to the shares of Class A Common Stock, $0.01 par value per share (the “Class A Shares”), of Orient-Express Hotels Ltd. (the “Issuer”).  The principal executive offices of the Issuer are located at 22 Victoria Street, P.O. Box HM 1179, Hamilton HMEX, Bermuda.  Capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D.  Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.  
     
Item 5.
 
Interest in Securities of the Issuer
     
   
Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety, with effect from the date of this Amendment, as follows:
     
   
(a), (b) The percentages used herein are based upon the 76,834,500 shares of Class A Shares (the “Common Shares”) reported to be outstanding upon the May 4, 2009 closing of the Issuer’s offering of Common Shares (as disclosed by the Issuer in its prospectus supplement filed with the Securities and Exchange Commission on April 29, 2009 and the press release attached to its Form 8-K filed with the Securities and Exchange Commission on May 7, 2009).  The 2,273,300 Common Shares beneficially owned by Valence (the “Valence Shares”) represent approximately 3.0% of the Common Shares issued and outstanding.  The 945,344 Common Shares beneficially owned by Oculus (the “Oculus Shares”) represent approximately 1.2% of the Common Shares issued and outstanding.  The 945,378 Common Shares beneficially owned by DESCO LLC (the “DESCO LLC Shares”) represent approximately 1.2% of the Common Shares issued and outstanding.  The DESCO LLC Shares are comprised of (i) the Oculus Shares and (ii) 34 Common Shares (the “Synoptic Shares”) directly held by D. E. Shaw Synoptic Portfolios 2, L.L.C (“Synoptic”).  The 3,218,678 Common Shares beneficially owned by DESCO LP (the “DESCO LP Shares”) represent approximately 4.2% of the Common Shares issued and outstanding.  The DESCO LP Shares are comprised of (i) the Valence Shares, (ii) the Oculus Shares, and (iii) the Synoptic Shares.
 
Valence has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Valence Shares.  Oculus has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Oculus Shares.  Valence disclaims beneficial ownership of the Oculus Shares and the Synoptic Shares, and Oculus disclaims beneficial ownership of the Valence Shares and the Synoptic Shares.
 
DESCO LP, as managing member and investment adviser of Valence and investment adviser of Oculus and Synoptic, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Valence Shares, the Oculus Shares, and the Synoptic Shares.  DESCO LLC, as Oculus’ and Synoptic’s managing member, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Oculus Shares and the Synoptic Shares.  As managing member of DESCO LLC, DESCO II, Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Oculus Shares and the Synoptic Shares.  As general partner of DESCO LP, DESCO Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Valence Shares, the Oculus Shares, and the Synoptic Shares.  None of DESCO LP, DESCO LLC, DESCO Inc., or DESCO II, Inc., owns any Common Shares directly, and each such entity disclaims beneficial ownership of the Valence Shares, the Oculus Shares, and the Synoptic Shares.
   
 
 
 

 
     
   
David E. Shaw does not own any shares directly.  By virtue of David E. Shaw’s position as President and sole shareholder of DESCO Inc., which is the general partner of DESCO LP, which in turn is the managing member and investment adviser of Valence, and the investment adviser of Oculus and Synoptic, and by virtue of David E. Shaw’s position as President and sole shareholder of DESCO II, Inc., which is the managing member of DESCO LLC, which in turn is the managing member of Oculus and Synoptic, David E. Shaw may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Valence Shares, the Oculus Shares, and the Synoptic Shares.  David E. Shaw disclaims beneficial ownership of the Valence Shares, the Oculus Shares, and the Synoptic Shares.
   
 
The Reporting Persons include the following information with respect to CR Intrinsic Investments, CR Intrinsic Investors LLC (“CR Intrinsic Investors”), and Steven A. Cohen (“Steven A. Cohen” and, together with CR Intrinsic Investors and CR Intrinsic Investments, collectively, the “CR Intrinsic Reporting Persons”).  Any disclosures made herein with respect to persons or entities other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party:
 
As a result of the Letter Agreement described in Item 4, the Reporting Persons and the CR Intrinsic Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act.  Pursuant to such Rule, a group is deemed to beneficially own all of the Common Shares beneficially owned by all members of the group as a whole.  The Reporting Persons have been informed that, as of the close of business on May 6, 2009, the CR Intrinsic Reporting Persons beneficially owned an aggregate of 2,835,000 Common Shares, representing approximately 3.7% of Common Shares outstanding.  The percentages used herein are based upon 76,834,500 Common Shares reported to be outstanding upon the May 4, 2009 closing of the Issuer’s offering of Common Shares (as disclosed by the Issuer in its prospectus supplement filed with the Securities and Exchange Commission on April 29, 2009 and the press release attached to its Form 8-K filed with the Securities and Exchange Commission on May 7, 2009).  The CR Intrinsic Reporting Persons have reported their beneficial ownership on a separate Schedule 13D.  Accordingly, as of the close of business on May 6, 2009, the group may be deemed to beneficially own an aggregate of 6,053,678 Common Shares, representing approximately 7.9% of the class.  Each of the Reporting Persons expressly disclaims beneficial ownership of securities held by the CR Intrinsic Reporting Persons, its affiliates and any other person or entity other than the Valence Shares, the Oculus Shares, and the Synoptic Shares.
 
As of the date hereof, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any of the persons set forth in Item 2 of the Schedule 13D, owns any Common Shares other than those set forth in this Item 5.
 
 

 
Item 7.
 
Material to be Filed as Exhibits
     
Exhibit 1
 
Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated October 24, 2007.  
     
Exhibit 2
 
Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated October 24, 2007.
     
 
 
 

SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.
 
Dated:  May 7, 2009


D. E. SHAW VALENCE PORTFOLIOS, L.L.C.
 
By:
 
/s/ Rochelle Elias
 
Rochelle Elias
 
Authorized Signatory

D. E. SHAW OCULUS PORTFOLIOS, L.L.C.
 
By:
 /s/ Rochelle Elias
 
Rochelle Elias
 
Authorized Signatory

D. E. SHAW & CO., L.L.C.
 
By:
 /s/ Rochelle Elias
 
Name: Rochelle Elias
 
Title: Chief Compliance Officer
 
D. E. SHAW & CO., L.P.
 
By:
 /s/ Rochelle Elias
 
Name: Rochelle Elias
 
Title: Chief Compliance Officer

DAVID E. SHAW
 
By:
 /s/ Rochelle Elias
 
Name: Rochelle Elias
 
Title: Attorney-in-Fact for David E. Shaw
 
 

EX-1 2 v148487_ex-1.htm
Exhibit 1
 
POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
I, David E. Shaw, hereby make, constitute, and appoint each of:
 
Anne Dinning,
 
Rochelle Elias,
 
Julius Gaudio,
 
John Liftin,
 
Louis Salkind,
 
Stuart Steckler,
 
Maximilian Stone, and
 
Eric Wepsic,
 
acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L. P. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, and 13F and Schedules 13D and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing, or filing any such documents to or with the appropriate governmental or regulatory authority.  Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.
 
This power of attorney shall be valid from the date hereof and replaces the power granted on February 24, 2004, which is hereby cancelled.
 
IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.
 
Date:  October 24, 2007
 
DAVID E. SHAW, as President of
D. E. Shaw & Co., Inc.
/s/David E. Shaw
New York, New York
 

 
EX-2 3 v148487_ex-2.htm
Exhibit 2
 
POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
I, David E. Shaw, hereby make, constitute, and appoint each of:
 
Anne Dinning,
 
Rochelle Elias,
 
Julius Gaudio,
 
John Liftin,
 
Louis Salkind,
 
Stuart Steckler,
 
Maximilian Stone, and
 
Eric Wepsic,
 
acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L.L.C. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, and 13F and Schedules 13D and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing, or filing any such documents to or with the appropriate governmental or regulatory authority.  Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.
 
This power of attorney shall be valid from the date hereof and replaces the power granted on February 24, 2004, which is hereby cancelled.
 
IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.
 
Date:  October 24, 2007
 
DAVID E. SHAW, as President of
D. E. Shaw & Co. II, Inc.
/s/David E. Shaw
New York, New York
 
 
 

 
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