SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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
November 21, 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 persons 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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CUSIP No. |
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G67743107 |
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NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION
D. E. Shaw Valence Portfolios, L.L.C.
FEIN 13-4046559 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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2,273,300 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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2,273,300 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,273,300 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.5%1 |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
1 The percentages used herein are based upon the 50,959,500 shares of Common Stock expected to be
outstanding as of November 19, 2008 upon the closing of the Issuers offering of Common Stock
reported in the Issuers prospectus supplement filed with the Securities and Exchange Commission on
November 14, 2008.
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CUSIP No. |
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G67743107 |
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of |
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NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION
D. E. Shaw Oculus Portfolios, L.L.C.
FEIN 20-0805088 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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945,344 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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945,344 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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945,344 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.9%2 |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
2 The percentages used herein are based upon the 50,959,500 shares of Common Stock expected to be
outstanding as of November 19, 2008 upon the closing of the Issuers offering of Common Stock
reported in the Issuers prospectus supplement filed with the Securities and Exchange Commission on
November 14, 2008.
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CUSIP No. |
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G67743107 |
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of |
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NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION
D. E. Shaw & Co., L.L.C.
FEIN 13-3799946 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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945,378 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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945,378 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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945,378 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.9%3 |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
3 The percentages used herein are based upon the 50,959,500 shares of Common Stock expected to be
outstanding as of November 19, 2008 upon the closing of the Issuers offering of Common Stock
reported in the Issuers prospectus supplement filed with the Securities and Exchange Commission on
November 14, 2008.
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CUSIP No. |
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G67743107 |
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of |
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NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION
D. E. Shaw & Co., L.P.
FEIN 13-3695715 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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3,218,678 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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3,218,678 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,218,678 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.3%4 |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IA, PN |
4 The percentages used herein are based upon the 50,959,500 shares of Common Stock expected to be
outstanding as of November 19, 2008 upon the closing of the Issuers offering of Common Stock
reported in the Issuers prospectus supplement filed with the Securities and Exchange Commission on
November 14, 2008.
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CUSIP No. |
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G67743107 |
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of |
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9 |
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1 |
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NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION
David E. Shaw |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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3,218,678 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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3,218,678 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,218,678 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.3%5 |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
5 The percentages used herein are based upon the 50,959,500 shares of Common Stock expected to be
outstanding as of November 19, 2008 upon the closing of the Issuers offering of Common Stock
reported in the Issuers prospectus supplement filed with the Securities and Exchange Commission on
November 14, 2008.
TABLE OF CONTENTS
Item 1. Security and the Issuer
This Amendment No. 9 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,
and by Amendment No. 8 to the Schedule 13D filed on October 15,
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
November 21, 2008, Valence, Oculus, and CR Intrinsic
Investments submitted a letter to the Board setting forth, for the
Boards formal consideration, the Requisitioning Shareholders
settlement offer with respect to the current corporate governance
structure of the Issuer. The settlement offer included (a) the
cancellation of the Class B shares of the Issuer, (b)
implementation of a classified Board under which only one-third of
its members would be required to stand for election at each Annual
General Meeting of shareholders of the Issuer, (c) the
Requisitioning Shareholders being given the right to identify a
new director who would lead a committee of the Board in an
evaluation of strategic alternatives for the Issuer, and (d) the
agreement of the Requisitioning Shareholders to a standstill of
certain shareholder activities until an appropriate period of time in
advance of the 2009 Annual General Meeting of shareholders of the
Issuer. The letter asked that the Board contact the Requisitioning
Shareholders within one week if the Board is prepared to settle
the matter or, if not, whether the Board believes further
discussions would be warranted. The letter added that if the Board
does not care to engage in any further discussions regarding the
possible settlement then the Requisitioning Shareholders may be
left with little choice but to pursue their legal options.
The foregoing description of the letter does not purport to be
complete and is qualified in its entirety by reference to the
document itself, a copy of which is attached as Exhibit 3
hereto.
Item 5. Interest in Securities of the Issuer
Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby
amended and restated in their entirety, with effect from the date
of this Amendment, as follows:
(a),
(b) The percentages used herein are based upon the 50,959,500 shares
of Common Stock expected to be outstanding as of November 19, 2008
upon the closing of the Issuers offering of Common Stock
reported in the Issuers prospectus supplement filed with the
Securities and Exchange Commission on November 14, 2008. The 2,273,300 Common Shares beneficially owned
by Valence (the Valence Shares) represent approximately 4.5% of
the Common Shares issued and outstanding. The 945,344 Common
Shares beneficially owned by Oculus (the Oculus Shares)
represent approximately 1.9% of the Common Shares issued and
outstanding. The 945,378 Common Shares beneficially owned by
DESCO LLC (the DESCO LLC Shares) represent approximately 1.9% of
the Common Shares issued and outstanding. The DESCO LLC Shares
are comprised of (i) the Oculus Shares and (ii) 34 Common Shares
directly held by D. E. Shaw Synoptic Portfolios 2, L.L.C. (the
Synoptic Shares). The 3,218,678 Common Shares beneficially
owned by DESCO LP (the DESCO LP Shares) represent approximately
6.3% of the Common Shares issued and outstanding. The DESCO LP
Shares are comprised of (i) the Valence Shares, (ii) the Oculus
Shares, and (iii) the Synoptic Shares.
Valence has the power to vote or to direct the vote of (and the
power to dispose or direct the disposition of) the Valence
Shares. Oculus has the power to vote or to direct the vote of
(and the power to dispose or direct the disposition of) the Oculus
Shares. Valence disclaims beneficial ownership of the Oculus
Shares and the Synoptic Shares, and Oculus disclaims beneficial
ownership of the Valence Shares and the Synoptic Shares.
DESCO LP, as managing member and investment adviser of Valence and
investment adviser of Oculus and D. E. Shaw Synoptic Portfolios 2,
L.L.C. (Synoptic), may be deemed to have the shared power to
vote or direct the vote of (and the shared power to dispose or
direct the disposition of) the Valence Shares, the Oculus Shares,
and the Synoptic Shares. DESCO LLC, as Oculus and Synoptics
managing member, may be deemed to have the shared power to vote or
direct the vote of (and the shared power to dispose or direct the
disposition of) the Oculus Shares and the Synoptic Shares. As
managing member of DESCO LLC, DESCO II, Inc. may be deemed to have
the shared power to vote or to direct the vote of (and the shared
power to dispose or direct the disposition of) the Oculus Shares
and the Synoptic Shares. As general partner of DESCO LP, DESCO
Inc. may be deemed to have the shared power to vote or to direct
the vote of (and the shared power to dispose or direct the
disposition of) the Valence Shares, the Oculus Shares, and the
Synoptic Shares. None of DESCO LP, DESCO LLC, DESCO Inc., or
DESCO II, Inc., owns any Common Shares directly, and each such
entity disclaims beneficial ownership of the Valence Shares, the
Oculus Shares, and the Synoptic Shares.
David E. Shaw does not own any shares directly. By virtue of
David E. Shaws position as President and sole shareholder of
DESCO Inc., which is the general partner of DESCO LP, which in
turn is the managing member and investment adviser of Valence, and
the investment adviser of Oculus and Synoptic, and by virtue of
David E. Shaws position as President and sole shareholder of
DESCO II, Inc., which is the managing member of DESCO LLC, which
in turn is the managing member of Oculus and Synoptic, David E.
Shaw may be deemed to have the shared power to vote or direct the
vote of (and the shared power to dispose or direct the disposition
of) the Valence Shares, the Oculus Shares, and the Synoptic
Shares. David E. Shaw disclaims beneficial ownership of the
Valence Shares, the Oculus Shares, and the Synoptic Shares.
As of the date hereof, neither any Reporting Person nor, to the
best knowledge of any Reporting Person, any of the persons set
forth in Item 2 of the Schedule 13D, owns any Common Shares other
than those set forth in this Item 5.
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 November 21, 2008, the CR Intrinsic Reporting Persons beneficially owned an aggregate of
2,835,000 shares of Common Stock, representing approximately 5.6% of the shares of Common Stock
outstanding. The percentages used herein are based upon 50,959,500 shares of Common Stock reported to
be outstanding as of November 19, 2008, by the Issuer in its Form 424B5 filed with the Securities and
Exchange Commission on November 14, 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 13d3 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 5.6% 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 November 21, 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 11.9% of the shares of Common Stock outstanding.
Item 7. Material to be Filed as Exhibits
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Exhibit 1
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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. |
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Exhibit 2
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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. |
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Exhibit 3
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Letter submitted by the Valence, Oculus and CR Intrinsic
Investments to the Board of Directors of Orient-Express Hotels
Ltd., dated November 21, 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: November 24, 2008
D. E. SHAW VALENCE PORTFOLIOS, L.L.C.
By: D. E. SHAW & CO., L.P., as Managing Member
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By: |
/s/ Rochelle Elias |
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Name: |
Rochelle Elias |
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Title: |
Chief Compliance Officer |
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D. E. SHAW OCULUS PORTFOLIOS, L.L.C.
By: D. E. SHAW & CO., L.L.C., as Managing Member
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By: |
/s/ Rochelle Elias |
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Name: |
Rochelle Elias |
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Title: |
Chief Compliance Officer |
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D. E. SHAW & CO., L.L.C.
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By: |
/s/ Rochelle Elias |
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Name: |
Rochelle Elias |
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Title: |
Chief Compliance Officer |
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D. E. SHAW & CO., L.P.
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By: |
/s/ Rochelle Elias |
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Name: |
Rochelle Elias |
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Title: |
Chief Compliance Officer |
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DAVID E. SHAW
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By: |
/s/ Rochelle Elias |
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Name: |
Rochelle Elias |
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Title: |
Attorney-in-Fact for David E. Shaw |
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