-----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, HNNobP8pp8TlgYhDRsgTwNMKN7iUn5SYZj+lu/pHCi+yIZeHp09CdyQoUOQWrpl+ qQJ/sOZwyuys6+IgAMkX5w== 0000899140-08-001533.txt : 20080804 0000899140-08-001533.hdr.sgml : 20080804 20080804104117 ACCESSION NUMBER: 0000899140-08-001533 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080804 DATE AS OF CHANGE: 20080804 GROUP MEMBERS: CR INTRINSIC INVESTMENTS, LLC GROUP MEMBERS: STEVEN A. COHEN 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: 08986906 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: CR Intrinsic Investors, LLC CENTRAL INDEX KEY: 0001316388 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 72 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-890-2153 MAIL ADDRESS: STREET 1: 72 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 SC 13D/A 1 d4408039d.txt SECOND AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) (with a copy to) Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Attn: Adam M. Turteltaub August 4, 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 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 ("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). SCHEDULE 13D - ---------------------------------- ---------------------- CUSIP No. G67743107 Page 2 of 9 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 BY EACH REPORTING 2,760,000 (see Item 5) PERSON WITH --------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,760,000 (see Item 5) - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,760,000 (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) 6.5% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - ----------- -------------------------------------------------------------------- SCHEDULE 13D - ---------------------------------- ---------------------- CUSIP No. G67743107 Page 3 of 9 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 BY EACH REPORTING 2,760,000 (see Item 5) PERSON WITH --------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,760,000 (see Item 5) - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,760,000 (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) 6.5% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - ----------- -------------------------------------------------------------------- SCHEDULE 13D - ---------------------------------- ---------------------- CUSIP No. G67743107 Page 4 of 9 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 BY EACH REPORTING 2,760,000 (see Item 5) PERSON WITH --------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,760,000 (see Item 5) - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,760,000 (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) 6.5% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - ----------- -------------------------------------------------------------------- Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this "Amendment No. 2") amends the Schedule 13D filed on May 16, 2008 (the "Original Schedule 13D") and amended on June 3, 2008 ("Amendment No. 1" and, together with the Original Schedule 13D and this Amendment No. 2, the "Schedule 13D"). This Amendment No. 2 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 3. Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The Reporting Persons expended an aggregate of approximately $140,533,354 of investment capital to purchase the 2,760,000 shares of Common Stock. Such transactions were effected in open market purchases and acquired in the ordinary course of business and are held by CR Intrinsic Investments in a commingled margin account, maintained at Goldman Sachs & Co., which may extend margin credit to the Reporting Persons as and when required to open or carry positions in the margin account, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin account may from time to time have debit balances. Since other securities are held in the margin account, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock reported herein. Item 4. Purpose of Transaction. Item 4 of Schedule 13D is hereby amended to include the following: On July 24, 2008, the Reporting Persons, along with D. E. Shaw Valence Portfolios, L.L.C. ( "Valence") and D. E. Shaw Oculus Portfolios, L.L.C. ("Oculus" and collectively with Valence, including their affiliates, the "D. E. Shaw group,") sent a letter to the Board of Directors of the Issuer (the "July 24 Letter"). The July 24 Letter, among other things, re-asserted the objections to the Issuer's corporate governance structure that were raised by the D. E. Shaw group at the most recent Annual General Meeting of the Issuer. The July 24 Letter also stated that the Reporting Persons and the D.E. Shaw group believe the Company's oppressive and untenable voting structure has created a significant and material overhang on the price of shares of Common Stock. The July 24 Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Isser sent a letter to the Reporting Rersons and the D. E. Shaw group on August 1, 2008 (the "Issuer Letter") that responded to the July 24 Letter. The Issuer Letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference. On August 4, 2008, the Reporting Persons, along with the D. E. Shaw group, sent a letter to the Board of Directors of the Issuer (the "August 4 Letter"). The August 4 Letter, Page 5 of 9 among other things, stated that the Reporting Persons and the D.E. Shaw group have been advised by counsel that the Issuer's circular ownership structure, in which its wholly-owned subsidiary controls the Issuer through ownership of all of its super-voting Class B shares, is not authorized by the Bermuda Companies Act and would not withstand judicial scrutiny. The August 4 Letter further states that the Reporting Persons and the D. E. Shaw group intend to deliver a requisition to the Issuer calling for a special shareholders meeting to give its Class A shareholders the opportunity to express their views on whether the Issuer's current governance structure should be revised. The August 4 Letter is attached hereto as Exhibit 99.3 and is incorporated herein by reference. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) As of the close of business on July 31, 2008, the Reporting Persons beneficially owned an aggregate of 2,760,000 shares of Common Stock, representing approximately 6.5% of the shares of Common Stock outstanding. The percentages used herein are based upon 42,459,500 shares of Common Stock reported to be outstanding as of April 30, 2008, by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2008. CR Intrinsic Investors and Mr. Cohen own directly no shares of Common Stock. Pursuant to an investment management agreement, CR Intrinsic Investors holds all investment and voting power with respect to securities held by CR Intrinsic Investments. Mr. Cohen, through one or more intermediary holding companies, controls CR Intrinsic Investments. By reason of the provisions of Rule 13d-3 of the Act, as amended, each of CR Intrinsic Investors and Mr. Cohen may be deemed to own beneficially 2,760,000 shares of Common Stock (constituting approximately 6.5% of the shares of Common Stock outstanding). As a result of the Agreement described in Item 4 of Amendment No. 1, the Reporting Persons, Valence, Oculus and certain affiliates of Valence and Oculus 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 Stock 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 July 31, 2008, the D. E. Shaw Group beneficially owned an aggregate of 3,218,678 shares of Common Stock, representing approximately 7.6% of the class. The D. E. Shaw Group and other related parties have reported their beneficial ownership on a separate Schedule 13D. Accordingly, as of the close of business on July 31, 2008, the group may be deemed to beneficially own an aggregate of 5,978,678 shares of Common Stock, representing approximately 14.1% of the class. Each of the Reporting Persons expressly disclaims beneficial ownership of securities held by any person or entity other than, to the extent of any pecuniary interest therein, the various accounts under such Reporting Person's management and control. The securities reported herein as being beneficially owned by the Reporting Persons do not include any securities held by Valence, its affiliates, or any other person or entity other than the various accounts under the Reporting Persons' management and control. 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. Page 6 of 9 (b) None of the Reporting Persons has sole power to vote or direct the vote or sole power to dispose or direct the disposition of shares of Common Stock. (i) CR Intrinsic Investors has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 2,760,000 shares of Common Stock, constituting 6.5% of such class of securities; (ii) CR Intrinsic Investments has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 2,760,000 shares of Common Stock, constituting approximately 6.5% of such class of securities; and (iii) Steven A. Cohen has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 2,760,000 shares of Common Stock, constituting approximately 6.5% of such class of securities. (c) Information concerning transactions in the shares of Common Stock effected by the Reporting Persons since the filing of Amendment No. 1 is set forth in Schedule A hereto and is incorporated herein by reference. All of such transactions were effected in open market purchases through various brokerage entities on the New York Stock Exchange. (d) No person other than CR Intrinsic Investors, CR Intrinsic Investments and Steven A. Cohen is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock directly beneficially owned by CR Intrinsic Investments. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule 13D hereby amended to include the following: In addition to the shares of Common Stock reported herein by the Reporting Persons, S.A.C. MultiQuant Fund, LLC ("SAC MultiQuant"), an affiliate of the Reporting Persons, currently has long economic exposure to 17,000 shares of Common Stock and short economic exposure to 4,200 shares of Common Stock through such contracts. SAC MultiQuant also maintains an open short position on 8,200 shares of Common Stock. These contracts do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in any securities that may be referenced in such contracts or that may be held from time to time by any counterparties to such contracts. Page 7 of 9 Item 7. Material to be filed as Exhibits. Item 7 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 (attached hereto as Exhibit 99.1) 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. (attached hereto as Exhibit 99.2) 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. (attached hereto as Exhibit 99.3) Page 8 of 9 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: August 4, 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 Page 9 of 9
Schedule A TRADING HISTORY, ORIENT-EXPRESS HOTELS LTD. Date Name Amount Price Per Share ($) 6/3/2008 CR Intrinsic Investments, LLC 4400 46.89 6/3/2008 CR Intrinsic Investments, LLC 100 46.92 6/3/2008 CR Intrinsic Investments, LLC 2498 46.94 6/3/2008 CR Intrinsic Investments, LLC 400 46.96 6/3/2008 CR Intrinsic Investments, LLC 1100 46.965 6/3/2008 CR Intrinsic Investments, LLC 1300 46.995 6/3/2008 CR Intrinsic Investments, LLC 600 47 6/3/2008 CR Intrinsic Investments, LLC 100 47.24 6/3/2008 CR Intrinsic Investments, LLC 400 47.28 6/3/2008 CR Intrinsic Investments, LLC 200 47.29 6/3/2008 CR Intrinsic Investments, LLC 200 47.31 6/3/2008 CR Intrinsic Investments, LLC 600 47.32 6/3/2008 CR Intrinsic Investments, LLC 700 47.34 6/3/2008 CR Intrinsic Investments, LLC 2600 47.35 6/3/2008 CR Intrinsic Investments, LLC 100 47.36 6/3/2008 CR Intrinsic Investments, LLC 200 47.37 6/3/2008 CR Intrinsic Investments, LLC 200 47.4 6/3/2008 CR Intrinsic Investments, LLC 100 47.43 6/3/2008 CR Intrinsic Investments, LLC 1600 47.45 6/3/2008 CR Intrinsic Investments, LLC 600 47.46 6/3/2008 CR Intrinsic Investments, LLC 500 47.47 6/3/2008 CR Intrinsic Investments, LLC 1700 47.48 6/3/2008 CR Intrinsic Investments, LLC 50 47.485 6/3/2008 CR Intrinsic Investments, LLC 2000 47.49 6/3/2008 CR Intrinsic Investments, LLC 5285 47.5 6/3/2008 CR Intrinsic Investments, LLC 500 47.69 6/3/2008 CR Intrinsic Investments, LLC 700 47.7 6/3/2008 CR Intrinsic Investments, LLC 300 47.71 6/3/2008 CR Intrinsic Investments, LLC 563 47.73 6/3/2008 CR Intrinsic Investments, LLC 2610 47.74 6/3/2008 CR Intrinsic Investments, LLC 1390 47.75 6/3/2008 CR Intrinsic Investments, LLC 990 47.76 6/3/2008 CR Intrinsic Investments, LLC 3900 47.77 6/3/2008 CR Intrinsic Investments, LLC 500 47.775 6/3/2008 CR Intrinsic Investments, LLC 5900 47.78 6/3/2008 CR Intrinsic Investments, LLC 6095 47.79 6/3/2008 CR Intrinsic Investments, LLC 200 47.795 6/3/2008 CR Intrinsic Investments, LLC 4600 47.8 6/3/2008 CR Intrinsic Investments, LLC 1400 47.81 6/3/2008 CR Intrinsic Investments, LLC 300 47.82 6/3/2008 CR Intrinsic Investments, LLC 100 47.83 6/3/2008 CR Intrinsic Investments, LLC 200 47.84 6/3/2008 CR Intrinsic Investments, LLC 623 47.85 6/3/2008 CR Intrinsic Investments, LLC 500 47.86 6/3/2008 CR Intrinsic Investments, LLC 400 47.87 6/3/2008 CR Intrinsic Investments, LLC 300 47.88 6/3/2008 CR Intrinsic Investments, LLC 505 47.89 6/3/2008 CR Intrinsic Investments, LLC 2892 47.9 6/3/2008 CR Intrinsic Investments, LLC 100 47.91 6/3/2008 CR Intrinsic Investments, LLC 1200 47.92 6/3/2008 CR Intrinsic Investments, LLC 1100 47.93 6/3/2008 CR Intrinsic Investments, LLC 1200 47.94 6/3/2008 CR Intrinsic Investments, LLC 2915 47.95 6/3/2008 CR Intrinsic Investments, LLC 3800 47.96 6/3/2008 CR Intrinsic Investments, LLC 3500 47.97 6/3/2008 CR Intrinsic Investments, LLC 3700 47.98 6/3/2008 CR Intrinsic Investments, LLC 12885 47.99 6/3/2008 CR Intrinsic Investments, LLC 29058 48 6/3/2008 CR Intrinsic Investments, LLC 1500 48.01 6/3/2008 CR Intrinsic Investments, LLC 2400 48.02 6/3/2008 CR Intrinsic Investments, LLC 200 48.03 6/3/2008 CR Intrinsic Investments, LLC 900 48.04 6/3/2008 CR Intrinsic Investments, LLC 1700 48.05 6/3/2008 CR Intrinsic Investments, LLC 1608 48.06 6/3/2008 CR Intrinsic Investments, LLC 1700 48.07 6/3/2008 CR Intrinsic Investments, LLC 692 48.08 6/3/2008 CR Intrinsic Investments, LLC 2300 48.09 6/3/2008 CR Intrinsic Investments, LLC 12300 48.1 6/3/2008 CR Intrinsic Investments, LLC 100 48.12 6/3/2008 CR Intrinsic Investments, LLC 100 48.13 6/3/2008 CR Intrinsic Investments, LLC 5200 48.14 6/3/2008 CR Intrinsic Investments, LLC 600 48.17 6/3/2008 CR Intrinsic Investments, LLC 500 48.18 6/3/2008 CR Intrinsic Investments, LLC 192 48.2 6/3/2008 CR Intrinsic Investments, LLC 600 48.21 6/3/2008 CR Intrinsic Investments, LLC 300 48.22 6/3/2008 CR Intrinsic Investments, LLC 2500 48.25 6/3/2008 CR Intrinsic Investments, LLC 300 48.26 6/3/2008 CR Intrinsic Investments, LLC 26803 48.3 6/3/2008 CR Intrinsic Investments, LLC 771 48.31 6/3/2008 CR Intrinsic Investments, LLC 1121 48.32 6/3/2008 CR Intrinsic Investments, LLC 1105 48.33 6/3/2008 CR Intrinsic Investments, LLC 100 48.37 6/3/2008 CR Intrinsic Investments, LLC 800 48.38 6/3/2008 CR Intrinsic Investments, LLC 892 48.39 6/3/2008 CR Intrinsic Investments, LLC 13008 48.4 6/3/2008 CR Intrinsic Investments, LLC 1700 48.41 6/3/2008 CR Intrinsic Investments, LLC 700 48.44 6/3/2008 CR Intrinsic Investments, LLC 500 48.45 6/3/2008 CR Intrinsic Investments, LLC 1100 48.46 6/3/2008 CR Intrinsic Investments, LLC 508 48.47 6/3/2008 CR Intrinsic Investments, LLC 2900 48.48 6/3/2008 CR Intrinsic Investments, LLC 2637 48.49 6/3/2008 CR Intrinsic Investments, LLC 400 48.495 6/3/2008 CR Intrinsic Investments, LLC 12201 48.5 6/3/2008 CR Intrinsic Investments, LLC 6000 48.51 6/3/2008 CR Intrinsic Investments, LLC 1200 48.52 6/3/2008 CR Intrinsic Investments, LLC 600 48.53 6/3/2008 CR Intrinsic Investments, LLC 100 48.54 6/3/2008 CR Intrinsic Investments, LLC 9048 48.55 6/3/2008 CR Intrinsic Investments, LLC 200 48.82 6/3/2008 CR Intrinsic Investments, LLC 1389 48.84 6/3/2008 CR Intrinsic Investments, LLC 200 48.88 6/3/2008 CR Intrinsic Investments, LLC 700 48.9 6/3/2008 CR Intrinsic Investments, LLC 1100 48.93 6/3/2008 CR Intrinsic Investments, LLC 1000 48.94 6/3/2008 CR Intrinsic Investments, LLC 1600 48.95 6/3/2008 CR Intrinsic Investments, LLC 66 48.98 6/3/2008 CR Intrinsic Investments, LLC 100 49.04 6/3/2008 CR Intrinsic Investments, LLC 600 49.05 6/3/2008 CR Intrinsic Investments, LLC 700 49.09 6/4/2008 CR Intrinsic Investments, LLC 100 47.34 6/4/2008 CR Intrinsic Investments, LLC 100 47.35 6/4/2008 CR Intrinsic Investments, LLC 100 47.39 6/4/2008 CR Intrinsic Investments, LLC 1700 47.44 6/4/2008 CR Intrinsic Investments, LLC 1800 47.45 6/4/2008 CR Intrinsic Investments, LLC 100 47.49 6/4/2008 CR Intrinsic Investments, LLC 500 47.5 6/4/2008 CR Intrinsic Investments, LLC 200 47.64 6/4/2008 CR Intrinsic Investments, LLC 2100 47.66 6/4/2008 CR Intrinsic Investments, LLC 800 47.69 6/4/2008 CR Intrinsic Investments, LLC 100 47.78 6/4/2008 CR Intrinsic Investments, LLC 100 47.83 6/4/2008 CR Intrinsic Investments, LLC 400 47.84 6/4/2008 CR Intrinsic Investments, LLC 500 47.85 6/4/2008 CR Intrinsic Investments, LLC 300 47.93 6/4/2008 CR Intrinsic Investments, LLC 5 47.95 6/4/2008 CR Intrinsic Investments, LLC 100 47.96 6/4/2008 CR Intrinsic Investments, LLC 792 47.97 6/4/2008 CR Intrinsic Investments, LLC 800 47.98 6/4/2008 CR Intrinsic Investments, LLC 700 47.99 6/4/2008 CR Intrinsic Investments, LLC 8893 48 6/4/2008 CR Intrinsic Investments, LLC 100 48.23 6/4/2008 CR Intrinsic Investments, LLC 300 48.24 6/4/2008 CR Intrinsic Investments, LLC 111 48.25 6/4/2008 CR Intrinsic Investments, LLC 300 48.28 6/4/2008 CR Intrinsic Investments, LLC 700 48.31 6/4/2008 CR Intrinsic Investments, LLC 100 48.34 6/4/2008 CR Intrinsic Investments, LLC 1500 48.35 6/4/2008 CR Intrinsic Investments, LLC 500 48.37 6/4/2008 CR Intrinsic Investments, LLC 491 48.38 6/4/2008 CR Intrinsic Investments, LLC 300 48.39 6/4/2008 CR Intrinsic Investments, LLC 100 48.46 6/4/2008 CR Intrinsic Investments, LLC 600 48.47 6/4/2008 CR Intrinsic Investments, LLC 900 48.48 6/4/2008 CR Intrinsic Investments, LLC 100 48.485 6/4/2008 CR Intrinsic Investments, LLC 1889 48.49 6/4/2008 CR Intrinsic Investments, LLC 7410 48.5 6/4/2008 CR Intrinsic Investments, LLC 300 48.55 6/4/2008 CR Intrinsic Investments, LLC 300 48.57 6/4/2008 CR Intrinsic Investments, LLC 1900 48.59 6/4/2008 CR Intrinsic Investments, LLC 3004 48.6 6/4/2008 CR Intrinsic Investments, LLC 100 48.66 6/4/2008 CR Intrinsic Investments, LLC 100 48.67 6/4/2008 CR Intrinsic Investments, LLC 200 48.68 6/4/2008 CR Intrinsic Investments, LLC 192 48.69 6/4/2008 CR Intrinsic Investments, LLC 200 48.7 6/4/2008 CR Intrinsic Investments, LLC 200 48.71 6/4/2008 CR Intrinsic Investments, LLC 308 48.72 6/4/2008 CR Intrinsic Investments, LLC 200 48.73 6/4/2008 CR Intrinsic Investments, LLC 100 48.74 6/4/2008 CR Intrinsic Investments, LLC 500 48.75 6/4/2008 CR Intrinsic Investments, LLC 400 48.77 6/4/2008 CR Intrinsic Investments, LLC 100 48.79 6/4/2008 CR Intrinsic Investments, LLC 596 48.8 6/4/2008 CR Intrinsic Investments, LLC 100 48.81 6/4/2008 CR Intrinsic Investments, LLC 200 48.82 6/4/2008 CR Intrinsic Investments, LLC 600 48.83 6/4/2008 CR Intrinsic Investments, LLC 100 48.84 6/4/2008 CR Intrinsic Investments, LLC 900 48.85 6/4/2008 CR Intrinsic Investments, LLC 2900 48.86 6/4/2008 CR Intrinsic Investments, LLC 100 48.87 6/4/2008 CR Intrinsic Investments, LLC 500 48.88 6/4/2008 CR Intrinsic Investments, LLC 1700 48.89 6/4/2008 CR Intrinsic Investments, LLC 6900 48.9 6/4/2008 CR Intrinsic Investments, LLC 5200 48.91 6/4/2008 CR Intrinsic Investments, LLC 300 48.92 6/4/2008 CR Intrinsic Investments, LLC 700 48.93 6/4/2008 CR Intrinsic Investments, LLC 200 48.94 6/4/2008 CR Intrinsic Investments, LLC 391 48.95 6/4/2008 CR Intrinsic Investments, LLC 900 48.96 6/4/2008 CR Intrinsic Investments, LLC 600 48.97 6/4/2008 CR Intrinsic Investments, LLC 600 48.98 6/4/2008 CR Intrinsic Investments, LLC 1400 48.99 6/4/2008 CR Intrinsic Investments, LLC 6418 49 6/5/2008 CR Intrinsic Investments, LLC 100 48.29 6/5/2008 CR Intrinsic Investments, LLC 1000 48.38 6/5/2008 CR Intrinsic Investments, LLC 1300 48.4 6/5/2008 CR Intrinsic Investments, LLC 400 48.41 6/5/2008 CR Intrinsic Investments, LLC 500 48.44 6/5/2008 CR Intrinsic Investments, LLC 1300 48.45 6/5/2008 CR Intrinsic Investments, LLC 400 48.46 6/5/2008 CR Intrinsic Investments, LLC 300 48.47 6/5/2008 CR Intrinsic Investments, LLC 800 48.48 6/5/2008 CR Intrinsic Investments, LLC 1500 48.49 6/5/2008 CR Intrinsic Investments, LLC 15100 48.5 6/5/2008 CR Intrinsic Investments, LLC 1000 48.51 6/5/2008 CR Intrinsic Investments, LLC 600 48.515 6/5/2008 CR Intrinsic Investments, LLC 2000 48.52 6/5/2008 CR Intrinsic Investments, LLC 1300 48.525 6/5/2008 CR Intrinsic Investments, LLC 5300 48.53 6/5/2008 CR Intrinsic Investments, LLC 5700 48.54 6/5/2008 CR Intrinsic Investments, LLC 16600 48.55 6/5/2008 CR Intrinsic Investments, LLC 7301 48.6 6/5/2008 CR Intrinsic Investments, LLC 1400 48.79 6/5/2008 CR Intrinsic Investments, LLC 4300 48.8 6/5/2008 CR Intrinsic Investments, LLC 4799 48.81 6/5/2008 CR Intrinsic Investments, LLC 300 48.82 6/5/2008 CR Intrinsic Investments, LLC 200 48.84 6/5/2008 CR Intrinsic Investments, LLC 1500 48.85 6/5/2008 CR Intrinsic Investments, LLC 10000 48.88
EX-99.1 2 d4408039c.txt 7/24 LETTER Exhibit 99.1 July 24, 2008 Board of Directors Orient-Express Hotels Ltd. 22 Victoria Street Hamilton HM 1179, Bermuda, BMU Ladies and Gentlemen, We are writing to re-assert the objections to the Company's corporate governance structure that were raised by D. E. Shaw Valence Portfolios, L.L.C. and D. E. Shaw Oculus Portfolios, L.L.C. (collectively, including their affiliates, the "D. E. Shaw group") at the most recent Annual General Meeting (the "AGM") of Orient-Express Hotels, Ltd. (the "Company"). As the D. E. Shaw group's representative stated at the AGM, these objections were endorsed by CR Intrinsic Investments, LLC ("CR Intrinsic" and, together with the D. E. Shaw group, "we," "us" or "our"). The D. E. Shaw group and CR Intrinsic beneficially own approximately 14% of the Company's Class A common shares. Since October 18, 2007, the Company's Class A common shares have fallen in value by 51%. We are particularly concerned that, as members of the Company's Board of Directors (the "Board"), you continue to support a corporate governance structure that immunizes yourselves and management from being answerable to the Company's shareholders. In any other Bermuda company, shareholders can influence management through their ability to vote for directors and ultimately hold the Board accountable for the Company's stock performance. In the case of the Company, however, the Board has chosen to continually reaffirm a governance structure that prevents the Company's owners from having any meaningful say in the Board's composition. We find it regrettable that the Board and its members have chosen to utilize this flawed structure to perpetuate their positions of authority and privilege at the expense of those with actual economic interests in the Company. While the Company has officially taken the position -- including in public filings with the U.S. Securities and Exchange Commission (the "SEC") -- that the Company's governance structure is sanctioned by Bermuda law, we have been advised by our Bermuda counsel that the Company's governance structure would not withstand scrutiny by a Bermuda court. Our Bermuda counsel are of the view that the Company's Class B shares were not lawfully acquired and cannot legally be held and voted by a wholly-owned subsidiary of the Company. Such a conclusion follows from a number of considerations. To the extent that the ownership structure of the Company is purportedly justified by the case of Stena vs. Sea Containers, our Bermuda counsel believe that the case's holding is unsustainable and is, in any event, inapposite to the Company's case. This is principally because the share structure of the Company appears to have been set up and financed for the purpose of giving the Board effective control over the voting power of the Class B shares. As a result and irrespective of the Sea Containers holding, our Bermuda counsel do not believe the Company's governance structure would survive a challenge based on common law principles of corporate ownership and ss.ss. 39, 42(A), and 42(B) of the Bermuda Companies Act 1981 (the "Act"). In this regard, it should be noted that under the definitions of "subsidiary" and "holding company" in ss.ss. 86(1) and (2) of the Act, the Company is both the subsidiary and holding company of OEH Holdings and OEH Holdings is both the subsidiary and holding company of the Company, an ownership structure that is certainly not authorized by or compatible with the Act. Our Bermuda counsel have also advised us that the Company's structure is unlawful under the provisions of the Act governing when and how a company may purchase its own shares. At the time the Company facilitated the purchase of its Class B shares by OEH Holdings, ss.42A(6) of the Act provided that shares purchased by a company "shall be treated as cancelled" and that, in any case, no rights associated with such shares,, including voting, could be exercised by such company or its board of directors. The 2006 Amendments to the Act introduced the concept of "treasury shares," but made it clear that any company holding such shares "shall not exercise any rights in respect of those shares; including any right to attend and vote at meetings." Despite self-serving statements in the Company's SEC filings regarding the enhancement of shareholder value, the real purpose behind the Company's Class B super-voting structure (and in any event its effect) is to entrench and perpetuate the existing Board and enable it to avoid any accountability to the Company's Class A shareholders. Our U.S. counsel conducted a review of all Bermuda companies whose shares are publicly-traded in the United States and could not find another company that controls itself through the artifice of its own subsidiary. We are also unaware of any other publicly-traded U.S., U.K. or Caribbean company that owns and controls itself in this manner. We believe the Company's oppressive and untenable voting structure has created a significant and material overhang on the price of its Class A common shares. The Company's stated justification for such a structure also calls into question the accuracy of its filings with the SEC. As you know, our repeated objections to the Company's corporate governance structure have thus far gone unanswered. Given the legal uncertainties surrounding that structure, we believe that each member of the Board has a fiduciary duty to consider the substance of our concerns, and we would appreciate the opportunity to address them with you. If you think it useful, our Bermuda counsel would make themselves available to the Company's attorneys to discuss the Company's corporate governance structure in advance of that meeting. We would welcome your reply by no later than August 1, 2008. We, of course, reserve all of our rights as shareholders to pursue other available courses of action: Very truly yours, D. E. Shaw Oculus Portfolios, L.L.C. By: D. E. Shaw & Co., L.L.C., as Managing Member By: /s/ David Gibson ------------------------------------- David Gibson Authorized Signatory D. E. Shaw Valence Portfolios, L.L.C. By: D. E. Shaw & Co., L.P., as Managing Member By: /s/ David Gibson ------------------------------------- David Gibson Authorized Signatory CR Intrinsic Investments, LLC By: CR Intrinsic Investors, LLC By: /s/ Michael Doniger ------------------------------------- Michael Doniger Authorized Signatory EX-99.2 3 d4408039a.txt WHITE LETTER Exhibit 99.2 August 1st, 2008 Mr David Gibson D.E. Shaw Oculus Portfolios, L.L.C. D.E. Shaw Valence Portfolios, L.L.C. 120 West 45" Street Floor 39, Tower 45 New York, NY 10036 USA Mr Michael Doniger CR Intrinsic Investments, L.L.C. Box 174 Mitchell House The Valley Anguilla, British West Indies Gentlemen: As President and CEO of Orient-Express Hotels Ltd., I write in response to your letter of July 24, 2008 addressed to our Board. The Company strongly disagrees with the suggestion in your letter that the Company's corporate governance structure is not permissible under Bermuda law. This corporate governance structure has been thoroughly analyzed by the Company's counsel and the Company is confident that it is valid and proper under Bermuda law. Furthermore, this structure, which has been in place since the Company became a public company in 2000, has been fully described in the Company's public filings and clearly disclosed to investors considering buying the Company's shares. Very truly yours, /s/ Paul M White Paul M White President & CEO Orient-Express Hotels Ltd. cc: J B Hurlock Chairman Orient-Express Hotels Ltd. EX-99.3 4 d4408039b.txt 8/1 LETTER Exhibit 99.3 August 4, 2008 Board of Directors Orient-Express Hotels Ltd. 22 Victoria Street Hamilton HM 1179, Bermuda, BMU Ladies and Gentlemen, We are writing to express our disappointment in your response to our letter of July 24, 2008 (the "Letter"). We had hoped that an explanation of the legal foundations underlying our objections to the corporate governance structure of Orient-Express Hotels, Ltd. (the "Company") would lead to meaningful discussions with the Board. Your apparent disinterest in such a dialogue now forces us to seek alternative methods of holding the Board accountable to the Company's owners, the holders of its Class A common shares. As we stated in the Letter, our Bermuda counsel have advised us that the Company's corporate governance structure is unsustainable under Bermuda law. They believe the Company's circular ownership structure, in which its wholly-owned subsidiary controls the Company through ownership of all of its super-voting Class B shares, is not authorized by the Bermuda Companies Act (the "Act") and would not withstand judicial scrutiny. In addition, our counsel have advised us that the manner in which the Company's subsidiary acquired the Class B shares was unlawful and that the manner in which these shares are held violates the provisions of the Bermuda Companies Act as to the terms upon which a company can hold or control its own shares, in particular the requirement that such shares cannot be voted. We also are advised that, under Bermuda law, an illegal corporate governance structure cannot be cured by disclosure. If this were the case, the essential protections of the Bermuda Companies Act would be meaningless. There are many public companies with dual-class voting structures, but we are unaware of any other company whose super-voting shares are held by the company itself and not by a third party with an economic interest in the issuer of such super-voting shares. Indeed, we do not believe there is any other company -- in Bermuda or elsewhere -- with a governance structure that so entrenches its current board of directors and immunizes Board members and management from any accountability to the company's ultimate owners. Put simply, we have never seen a more unresponsive corporate governance structure. In light of your unwillingness to confront these issues with us directly, we intend to deliver a requisition to the Company calling for a special shareholders meeting to give the Class A shareholders the opportunity to express their views on whether the Company's current governance structure should be revised. We believe that, as Board members, you should welcome the opportunity to ascertain the views of the Company's shareholders on such a fundamental issue. We expect that the Board will not frustrate the convening of such a meeting and will call it at the earliest possible opportunity. We regret being forced into taking this step. We naturally reserve all of our rights as shareholders to pursue other available courses of action. Very truly yours, D. E. Shaw Oculus Portfolios, L.L.C. By: D. E. Shaw & Co., L.L.C., as Managing Member By: /s/ Julius Gaudio -------------------------- Julius Gaudio Authorized Signatory D. E. Shaw Valence Portfolios, L.L.C. By: D. E. Shaw & Co., L.P., as Managing Member By: /s/ Julius Gaudio -------------------------- Julius Gaudio Authorized Signatory CR Intrinsic Investments, LLC By: CR Intrinsic Investments, LLC By: /s/ Michael Doniger -------------------------- Michael Doniger Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----