-----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, QZRAQ9tZ0U/8/qa4Wrb+DLjEk0UYoePL60QAu+ypVj1wTpgDRlxFm/lALU/8SEQ4 BzKHq9TMetdLh2ntxOMoFw== 0001359824-09-000005.txt : 20090114 0001359824-09-000005.hdr.sgml : 20090114 20090114165648 ACCESSION NUMBER: 0001359824-09-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090114 DATE AS OF CHANGE: 20090114 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: 09526760 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 & CO, L.P. CENTRAL INDEX KEY: 0001009268 IRS NUMBER: 133695715 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: 2124780000 MAIL ADDRESS: STREET 1: 120 WEST FORTY-FIFTH STREET STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: SHAW D E & CO L P /NY/ DATE OF NAME CHANGE: 19990421 SC 13D/A 1 schedule13da10.htm JANUARY 12, 2009 SCHEDULE 13D/A- 10 D.E. SHAW schedule13da10.htm
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 10)

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 Communications)
 
Copies to:
 
Richard J. Birns
Boies, Schiller & Flexner LLP
575 Lexington Avenue
7th Floor
New York, NY 10022 
 
January 12, 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                                                                                        (a) x
(See Instructions)                                                                                                                                                  (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)
 
4.5%
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                                                                                        (a) x
(See Instructions)                                                                                                                                                  (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)
 
1.9%
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                                                                                        (a) x
(See Instructions)                                                                                                                                                  (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)
 
1.9%
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                                                                                        (a) x
(See Instructions)                                                                                                                                                  (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)
 
6.3%
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                                                                                        (a) x
(See Instructions)                                                                                                                                                  (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)
 
6.3%
14
Type of Reporting Person (See Instructions)
 
IN

 

 

 
     
Item 1.
 
Security and the Issuer
     
   
This Amendment No. 10 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. Shaw,” 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, and by Amendment No. 9 to the Schedule 13D filed on November 24, 2008 (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 4.
 
Purpose of Transaction
     
   
Item 4 of the Schedule 13D is hereby amended and supplemented, with effect from the date of the event giving rise to this Amendment, as follows:
     
   
On January 12, 2009, Valence, Oculus, and CR Intrinsic Investments filed a petition in the Supreme Court of Bermuda (the “Petition”) against the Issuer, the Issuer’s subsidiary Orient-Express Holdings 1 Ltd. (“OEH 1”) and the members of the Board alleging, among other things, that the Issuer’s current ownership and voting structure is unlawful under Bermuda law, and that the Board exercised its fiduciary powers for an improper purpose in causing or procuring OEH 1 to acquire, hold, and/or vote Class B Shares of the Issuer (the “Class B Shares”).  The Petition requested, among other things, that the court issue orders (i) providing for the classification of the Class B Shares as non-voting treasury shares pursuant to Bermuda law, (ii) providing for the cancellation of the Class B Shares, (iii) restraining OEH 1 from exercising voting rights with respect to the Class B Shares, and/or (iv) providing such other relief as the court may deem proper.
 
     
 
 

 
 
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:  January 14, 2009

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

D. E. SHAW OCULUS PORTFOLIOS, L.L.C.
 
By:
D. E. SHAW & CO., L.L.C., as Managing Member
     
 
By:
/s/Rochelle Elias 
   
Name: Rochelle Elias
Title: Chief Compliance Officer
   

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.HTM 2 exhibit1.htm POWER OF ATTORNEY DATED OCTOBER 24, 2007 exhibit1.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.HTM 3 exhibit2.htm POWER OF ATTORNEY DATED OCTOBER 24, 2007 exhibit2.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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