SC 13D/A

0000950123-08-010101.txt : 20080826 0000950123-08-010101.hdr.sgml : 20080826 20080825193822 ACCESSION NUMBER: 0000950123-08-010101 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20080826 DATE AS OF CHANGE: 20080825 GROUP MEMBERS: D.E. SHAW & CO., L.L.C. GROUP MEMBERS: D.E. SHAW OCULUS PORTFOLIOS, L.L.C. GROUP MEMBERS: D.E. SHAW VALENCE 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: 081037691 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 y66699sc13dza.htm AMENDMENT #4 TO SCHEDULE 13D SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)

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:

Andrew Dietderich, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004

August 25, 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 §§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		Page		2		of		9	Pages


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) þ
	(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

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,273,300

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		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)

	5.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		G67743107		Page		3		of		9	Pages


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) þ
	(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

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			945,344

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		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)

	2.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		G67743107		Page		4		of		9	Pages


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) þ
	(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

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			945,378

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		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)

	2.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		G67743107		Page		5		of		9	Pages


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) þ
	(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

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,218,678

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		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)

	7.6%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA, PN


CUSIP No.		G67743107		Page		6		of		9	Pages


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) þ
	(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

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,218,678

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		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)

	7.6%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


Item 1.		Security and the Issuer

		This Amendment No. 4 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 and by Amendment No. 3 to the Schedule 13D filed on August 4, 2008 (as amended, the “Schedule 13D”), relating to the shares of Class A Common Stock, $0.01 par value per share (the “Common 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, by adding the following paragraph:

		On August 25, 2008, Valence, Oculus, and CR Intrinsic Investments submitted a letter to the Board of Directors of Issuer (the “August 25 Letter”) attaching a written request signed by Cede & Co., as the shareholder of record, on behalf of Valence and Oculus (the “Valence and Oculus Request”) and a written request signed by Cede & Co., as the shareholder of record, on behalf of CR Intrinsic Investments (the “CR Intrinsic Investments Request”) that together constituted a requisition under section 74 of The Companies Act 1981 of Bermuda (the “Requisition”) requiring the Board of Directors of the Issuer to convene a special general meeting of the shareholders of the Issuer for the purpose of voting on the resolutions set forth in the Requisition. If approved, the resolutions would remove 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. The August 25 Letter states that if the directors of the Issuer do not, within 21 days from the date of the Requisition, proceed to convene the requested shareholder meeting, Valence, Oculus, and CR Intrinsic Investments, through the record holder of the shares, intend to convene the meeting. This description of the August 25 Letter, the Valence and Oculus Request and the CR Intrinsic Investments Request does not purport to be complete and is qualified in its entirety by reference to the August 25 Letter, the Valence and Oculus Request and the CR Intrinsic Investments Request, which are incorporated herein by reference. The Reporting Persons currently intend to solicit proxies in favor of the resolutions set forth in the Requisition. The Reporting Persons have attached to this Schedule 13D the August 25 Letter as Exhibit 3, the Valence and Oculus Request as Exhibit 4 and the CR Intrinsic Investments Request as Exhibit 5.


Item 5.		Interest in Securities of the Issuer

		The last three paragraphs of Item 5 of the Schedule 13D are hereby amended and restated in their entirety to read as follows:

		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”); these disclosures are made on information and belief after making inquiry to the appropriate party:

		(a) As of the close of business on August 22, 2008, the CR Intrinsic Reporting Persons beneficially owned an aggregate of 2,835,000 shares of Common Stock, representing approximately 6.7% of the shares of Common Stock outstanding. The percentages used herein are based upon 42,469,500 shares of Common Stock reported to be outstanding as of July 31, 2008, by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2008. CR Intrinsic Investors and Steven A. 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. Steven A. 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 Steven A. Cohen may be deemed to own beneficially 2,835,000 shares of Common Stock (constituting approximately 6.7% of the shares of Common Stock outstanding). Each of CR Intrinsic Investors and Steven A. Cohen disclaim beneficial ownership of any of the securities covered by this Schedule 13D. As of the close of business on August 22, 2008, the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons and the CR Intrinsic Reporting Persons is 6,053,678 shares of Common Stock, representing approximately


		14.3% of the shares of Common Stock outstanding.


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.

Exhibit 3		Letter to the Board of Directors of Issuer from Valence, Oculus, and CR Intrinsic Investments, dated August 25, 2008.

Exhibit 4		Valence and Oculus Request, dated August 22, 2008.

Exhibit 5		CR Intrinsic Investments Request, dated August 22, 2008.

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: August 25, 2008


		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-99.1 2 y66699exv99w1.htm EX-99.1: POWER OF ATTORNEY EX-99.1

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-99.2 3 y66699exv99w2.htm EX-99.2: POWER OF ATTORNEY EX-99.2

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

EX-99.3 4 y66699exv99w3.htm EX-99.3: LETTER TO BOARD OF DIRECTORS OF ISSUER EX-99.3

Exhibit 3

AUGUST 25 LETTER

August 25, 2008

The Board of Directors
Orient-Express Hotels Ltd.
Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda

RE: Bye-Law Amendments

Ladies and Gentlemen:

Following up on our August 4, 2008 letter to you, we are attaching two documents that together constitute a requisition for a special general meeting of shareholders of Orient-Express Hotels Ltd. (the “Company”) under section 74 of The Companies Act 1981 of Bermuda (the “Companies Act”) to amend the bye-laws of the Company (and associated matters) signed on behalf of the registered shareholder of 6,052,244 class A common shares of the Company. The entities signing this letter are the beneficial owners of the shares in respect of which the requisition is given, and the requisition has been signed by the registered shareholder at our request.

There are two proposed resolutions set forth in the accompanying requisition. The first resolution provides that the Company treat the class B shares as ‘treasury shares’ under Bermuda law and no longer purport to vote them. We propose the first resolution because a Bermuda company cannot hold its own shares except pursuant to the treasury share rules. The second resolution provides that the Company will take the next step and cancel the class B shares. We propose the second resolution because we see no legitimate reason for the class B shares to be outstanding, even as non-voting treasury shares.

The proposed bye-law amendments do not otherwise change the corporate structure of the Company or the rights of its shareholders. In particular, the Company’s shareholder rights plan, voting restrictions on large shareholders, special limitations on removing directors other than at an annual general meeting, and other ‘anti-takeover’ protections are unaffected by the proposed amendments.

If the directors of the Company do not, within 21 days from the date of the deposit of the attached requisition, proceed duly to convene a meeting of shareholders in accordance with the attached requisition, we, through the record holder of the shares in respect of which the requisition is given, intend to convene the special general meeting pursuant to section 74(3) of the Companies Act.

We believe the attached requisition is in full compliance with the Company’s bye-laws and all applicable laws. If you have any questions or concerns about the requisition or proposed amendments, please contact Adam Turteltaub of Willkie Farr & Gallagher LLP (by email at aturteltaub@willkie.com or fax at 212-728-9129) for CR Intrinsic Investors, LLC, or Andy Dietderich of Sullivan & Cromwell LLP (by email at dietdericha@sullcrom.com or fax at 212-558-3588) for the D.E. Shaw entities.

We propose these resolutions as a practical compromise to avoid litigation and we reserve all rights.

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 Investors, LLC


		By:		/s/ Michael Doniger Michael Doniger
				Authorized Signatory

EX-99.4 5 y66699exv99w4.htm EX-99.4: VALENCE AND OCULUS REQUEST EX-99.4

Exhibit 4

VALENCE AND OCULUS SHAREHOLDER SPECIAL GENERAL MEETING REQUEST

Cede & Co.
C/o The Depository Trust Company
55 Water Street
New York, NY 10041

Date 08/22/08

Orient-Express Hotels Ltd.
Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda
The Board of Directors

Attention:

Cede & Co., the nominee of The Depository Trust Company (“DTC”), is a holder of record of class A common shares of par value US$0.01 each in Orient-Express Hotels Ltd. (the “Company”). DTC is informed by its Participant, Barclays Capital Inc. (the “Participant”), that on the date hereof a total of 3,217,344 of such shares (the “Shares”) credited to Participant’s DTC account are beneficially owned by D.E. Shaw Valence Portfolios, L.L.C. and D.E. Shaw Oculus Portfolios, L.L.C., customers of Participant.

At the request of Participant, on behalf of D.E. Shaw Valence Portfolios, L.L.C. and D.E. Shaw Oculus Portfolios, L.L.C., Cede & Co., as a holder of record of the Shares, hereby requests that you call a special general meeting of the shareholders of the Company for the purposes of considering and voting on the following resolutions:

1. That:-

1.1 the bye-laws of the Company (the “Bye-laws”) shall be amended by the addition of the following new bye-law 10A:-

“10A.1 Any share of the Company that is held directly or indirectly by the Company (including without limitation any share held by any direct or indirect subsidiary of the Company) shall be treated by the Company as a treasury share acquired and held by the Company in accordance with Section 42B of the Companies Act. For the avoidance of doubt, if any such share is held by a direct or indirect subsidiary of the Company, such share and its holder shall be subject to the same restrictions and exclusions (including without limitation those with respect to voting, member rights, dividends and distributions) as would apply under Section 42B of the Companies Act were such share held by the Company directly.

10A.2 Subject to the foregoing, the Company may, without the sanction of a Resolution, acquire on such terms as the Board thinks fit and hold shares of the Company as treasury shares in accordance with these Bye-Laws and the Companies Acts”; and

1.2 the Board is directed by the shareholders to take such action as is necessary or appropriate (including without limitation obtaining any further consents and approvals) to give effect to the amendment of the Bye-laws referred to in paragraph 1.1 above for the purposes of bye-law 127 of the Bye-laws.

2. That the Board is directed by the shareholders, to the extent permitted by the Companies Act 1981 (as amended), immediately to take all such action as is necessary or appropriate to cancel all class B common shares of par value US$0.01 each in the Company immediately after the passing of this resolution in accordance with the Companies Act 1981 (as amended).

The undersigned further requests that, at such time as the Company has received requests from shareholders who, together, hold in excess of 10% of the Company’s paid-up capital, the Company set a date for such a special general meeting, to a date not less than 10 days and not greater than 50 days after receipt of sufficient shareholder requests, in order to allow sufficient time for the solicitation of proxies and dissemination of proxy materials for use at such meeting.

While Cede & Co., is furnishing this request as the shareholder of record of the Shares, it does so only at the request of Participant and only as a nominal party for the true parties in interest, D.E. Shaw Valence Portfolios, L.L.C. and D.E. Shaw Oculus Portfolios, L.L.C. Cede & Co., has no interest in this matter other than to take those steps, which are necessary to ensure that D.E. Shaw Valence Portfolios, L.L.C. and D.E. Shaw

Oculus Portfolios, L.L.C. are not denied their rights as the beneficial owners of the Shares, and Cede & Co., assumes no further responsibility in this matter.


	Very truly yours,
	Cede & Co

Dated:	BY:	/s/ Peter J. Gleeson, Partner
		(Partner)

EX-99.5 6 y66699exv99w5.htm EX-99.5: CR INTRINSIC INVESTMENTS REQUEST EX-99.5

Exhibit 5

CR INTRINSIC INVESTMENTS SHAREHOLDER SPECIAL GENERAL MEETING REQUEST

Cede & Co.
C/o The Depository Trust Company
55 Water Street
New York, NY 10041


Orient-Express Hotels Ltd.		Date August 22, 2008
Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda

Attention: The Board of Directors

Cede & Co., the nominee of The Depository Trust Company (“DTC”), is a holder of record of class A common shares, par value US$0.01 each, in Orient-Express Hotels Ltd. (the “Company”). DTC is informed by its Participant, Goldman Sachs & Co. (the “Participant”), that on the date hereof a total of 2,834,900 of such shares (the “Shares”) credited to Participant’s DTC account are beneficially owned by CR Intrinsic Investments, LLC, a customer of Participant.

At the request of Participant, on behalf of CR Intrinsic Investments, LLC, Cede & Co., as a holder of record of the Shares, hereby requests that you call a special general meeting of the shareholders of the Company for the purposes of considering and voting on the following resolutions:

	1.		That:-

	1.1		the bye-laws of the Company (the “Bye-laws”) shall be amended by the addition of the following new bye-law 10A:-

	“10A.1		Any share of the Company that is held directly or indirectly by the Company (including without limitation any share held by any direct or indirect subsidiary of the Company) shall be treated by the Company as a treasury share acquired and held by the Company in accordance with Section 42B of the Companies Act. For the avoidance of doubt, if any such share is held by a direct or indirect subsidiary of the Company, such share and its holder shall be subject to the same restrictions and exclusions (including without limitation those with respect to voting, member rights, dividends and distributions) as would apply under Section 42B of the Companies Act were such share held by the Company directly.

	10A.2		Subject to the foregoing, the Company may, without the sanction of a Resolution, acquire on such terms as the Board thinks fit and hold shares of the Company as treasury shares in accordance with these Bye-Laws and the Companies Acts”; and

	1.2		the Board is directed by the shareholders to take such action as is necessary or appropriate (including without limitation obtaining any further consents and approvals) to give effect to the amendment of the Bye-laws referred to in paragraph 1.1 above for the purposes of bye-law 127 of the Bye-laws.

	2.		That the Board is directed by the shareholders, to the extent permitted by the Companies Act 1981 (as amended), immediately to take all such action as is necessary or appropriate to cancel all class B common shares of par value US$0.01 each in the Company immediately after the passing of this resolution in accordance with the Companies Act 1981 (as amended).

While Cede & Co. is furnishing this request as the shareholder of record of the Shares, it does so only at the request of Participant and only as a nominal party for the true party in interest, CR Intrinsic Investments, LLC. Cede & Co. has no interest in this matter other than to take those steps which are necessary to ensure that CR Intrinsic Investments, LLC is not denied its rights as the beneficial owner of the Shares, and Cede & Co., assumes no further responsibility in this matter.


	Very truly yours, Cede & Co
Dated: August 22, 2008		BY:	/s/ Peter J. Gleeson, Partner
			(Partner)