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.

 

Class A Common Stock, $0.01 par value

G67743107

August 25, 2008

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).

 

 

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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

		D. E. SHAW OCULUS PORTFOLIOS, L.L.C.
		By: D. E. SHAW & CO., L.L.C., as Managing Member