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

 
 
FORM 8-K
 
CURRENT REPORT
Pursuant To Section 13 Or 15(d) of The Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported):  December 10, 2007
 
ORIENT-EXPRESS HOTELS LTD.
(Exact name of registrant
as specified in charter)
 
     
     
 
Bermuda
001-16017
98-0223493
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
22 Victoria Street
Hamilton HM 12, Bermuda
(Address of principal executive offices)
 
     
Registrant’s telephone number, including area code:   441-295-2244
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
Item 1.01  Entry into a Material Definitive Agreement
 
On December 10, 2007, Orient-Express Hotels Ltd. (the “Company”) and Computershare Trust Company, N.A. (the “Rights Agent”) entered into Amendment No. 1 (“Amendment No. 1”) to the Rights Agreement dated as of June 1, 2000, and amended and restated as of April 12, 2007, between the Company and the Rights Agent.  Amendment No. 1 modifies the ownership threshold in the definition of “Acquiring Person” from shares carrying 20% or more of the total voting rights which may be cast at any general meeting of the Company to 15% or more of the outstanding Class A common shares of the Company or 15% or more of the outstanding Class B common shares of the Company and makes certain other related changes.
 
The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1, which is filed as Exhibit 4.2 to this Current Report and incorporated herein by reference.
 
Item 8.01  Other Events
 
On December 10, 2007, the Company issued a letter to The Indian Hotels Company Limited (“Indian Hotels”) in response to Indian Hotels’ Amendment No. 1 to Schedule 13D dated December 7, 2007 filed with the Commission, and issued a related news release.  The letter and news release of the Company dated December 10, 2007 are attached as Exhibits to this Current Report and incorporated herein by reference.
 
Item 9.01  Financial Statements and Exhibits
 
(d) Exhibits
 
 
Exhibit No.
 
Description
 
 
 
4.1
 
Rights Agreement dated as of June 1, 2000, and amended and restated as of April 12, 2007, between the Company and Computershare Trust Company, N.A., as Rights Agent, filed as Exhibit 1 to Amendment No. 1 to the Company’s Registration Statement on Form 8-A dated April 23, 2007, for the Company’s preferred share purchase rights, and incorporated herein by reference.
       
 
4.2
 
Amendment No. 1 to Amended and Restated Rights Agreement dated as of December 10, 2007 between the Company and Computershare Trust Company, N.A., as Rights Agent.
       
 
99.1
 
Letter from the Company dated December 10, 2007 to The Indian Hotels Company Limited .
   
 
 
 
99.2
 
News release of the Company dated December 10, 2007 regarding letter to The Indian Hotels Company Limited .

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
   
ORIENT-EXPRESS HOTELS LTD.
 
           
           
Date: 
December 10, 2007
 
By: 
 /s/ Edwin S. Hetherington
 
       
Name:
Edwin S. Hetherington
 
       
Title:
Vice President, General Counsel and Secretary
 

 
 
 
 
 
Exhibit 4.2
 
AMENDMENT NO. 1 TO
AMENDED AND RESTATED RIGHTS AGREEMENT
 
AMENDMENT NO. 1 (this “ Amendment No. 1 ”), dated as of December 10, 2007, to the Rights Agreement dated as of June 1, 2000 and amended and restated as of April 12, 2007 (the “ Rights Agreement ”) between Orient-Express Hotels Ltd., a Bermuda company (the “ Company ”), and Computershare Trust Company, N.A., a national banking institution, as Rights Agent (the “ Rights Agent ”).
 
W I T N E S S E T H
 
WHEREAS, Section 27 of the Rights Agreement permits the amendment of the Rights Agreement by the Company and the Rights Agent;
 
WHEREAS, pursuant to resolutions adopted on December 10, 2007, the Board of Directors of the Company adopted and authorized an amendment of the Rights Agreement as set forth below ; and
 
WHEREAS, the Board of Directors of the Company and the Rights Agent have determined that such amendment is desirable and consistent with, and for the purpose of fulfilling, the objectives of the Board of Directors of the Company in connection with the original adoption of the Rights Agreement;
 
NOW, THEREFORE, the Company and the Rights Agent hereby amend the Rights Agreement as follows:
 
 
1.
Section 1. Certain Definitions .
 
Section 1(b) of the Rights Agreement is hereby amended to delete in its entirety the defined term “Acquiring Person” and the definition thereof and to insert in its place the following:
 
“Acquiring Person” shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the outstanding A Shares or 15% or more of the outstanding B Shares (as such term is hereinafter defined), but shall not include the Company or any Subsidiary (as such term is hereinafter defined) of the Company, or any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding shares of the Company for or pursuant to the terms of any such plan.  Notwithstanding the foregoing, (i) no Person shall be or have become an “Acquiring Person” if such Person, together with all Affiliates and Associates of such Person, was on December 10, 2007 the Beneficial Owner of 15% or more of the outstanding A Shares or 15% or more of the outstanding B Shares; provided , however , that if, after December 10, 2007,
 
 
such Person becomes the Beneficial Owner of an additional 1% or more of the outstanding A Shares or B Shares, respectively, then such Person shall be deemed an “Acquiring Person”, and (ii) no Person shall become an “Acquiring Person” as the result of an acquisition of the Company’s shares by the Company or a Subsidiary of the Company which, by reducing the number of shares outstanding, increases the beneficial ownership of such Person to 15% or more of the outstanding A Shares or 15% or more of the outstanding B Shares (or, in the case of a Person referred to in clause (i), more than the percentage that was beneficially owned by such Person on December 10, 2007); provided , however , that if a Person becomes the Beneficial Owner of 15% or more of the outstanding A Shares or 15% or more of the outstanding B Shares (or, in the case of a Person referred to in clause (i), more than the percentage that was beneficially owned by such Person on December 10, 2007) by reason of share purchases by the Company or a Subsidiary of the Company and shall, after such share purchases by the Company or a Subsidiary of the Company, become the Beneficial Owner of an additional 1% or more of the outstanding A Shares or B Shares, respectively, then such Person shall be deemed to be an “Acquiring Person.”
 
 
2.
Section 3. Issue of Right Certificates .
 
Section 3(a) of the Rights Agreement is hereby amended (i) to delete the phrase “shares carrying in the aggregate” and (ii) to delete the phrase “total voting rights which may be cast at any general meeting of the Company” and to insert in its place “outstanding A Shares or 30% or more of the outstanding B Shares”.
 
 
3.
Governing Law .
 
This Amendment No. 1 shall be deemed to be a contract made under the laws of the Islands of Bermuda and for all purposes shall be governed by and construed in accordance with such laws, except that the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York.
 
 
4.
Effectiveness .
 
This Amendment No. 1 shall be effective from the date hereof, and all references to the Rights Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby.
 
 
5.
Counterparts .
 
This Amendment No. 1 may be executed in any number of counterparts and each of such counterparts shall for all purposes deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
 
2
 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.
 
Attest:
 
ORIENT-EXPRESS HOTELS LTD.
         
         
By:
/s/ Edwin S. Hetherington
 
By:
/s/ Paul White
 
Name:
Edwin S. Hetherington
   
Name:
Paul White
 
Title:
Vice President, General Counsel and Secretary
   
Title:
President and Chief Executive Officer

 

 
Attest:
 
COMPUTERSHARE TRUST
COMPANY, N.A.
         
         
By:
/s/ Jeff Seiders  
By:
/s/ Katherine S. Anderson
 
Name:
Jeff Seiders    
Name:
Katherine S. Anderson
 
Title:
Relationship Manager    
Title:
Managing Director

 
 
 
 
  3
Exhibit 99.1
 
 
   
Ref: PMX\zy  
   
 
Please reply to:
 
 
20, Upper Ground
London SE1 9PF
Tel: 0207 921 4023
Fax: 0207 921 4723
 
 
STRICTLY CONFIDENTIAL

Mr R K Krishna Kumar
Vice Chairman
The Indian Hotels Company Limited
The Taj Mahal Palace & Tower
Apollo Bunder
Mumbai 400 001
India


December 10 th , 2007


Dear Mr Kumar,

As President and CEO of Orient-Express Hotels Ltd., I wish to acknowledge your recent filing of Amendment No. 1 to Schedule 13D stating that you and your affiliates are the beneficial owners of 11.5% of Orient-Express’ Class A Common Shares.

As you are fully aware, we have previously advised you that Orient-Express has no interest in pursuing the proposals described in your letter of November 14, 2007.  We felt that our prior correspondence with you was sufficiently clear in communicating our position on this matter, but because you have again expressed an interest in a transaction with Orient-Express, we feel it is appropriate to outline some of the reasons why we do not wish to pursue your proposals.

We do not believe that there is a strategic fit between your predominantly domestic Indian hotel chain and our global portfolio of luxury hotels and unique travel experiences, and we do not wish to be involved in an attempt to improve the performance of your non-Indian properties.  We believe any association of our luxury brands and properties with your brands and properties would result in a reduction in the value of our brands and of our business and would likely lead to erosion in the RevPar premiums currently achieved by our properties.

 
 
Orient-Express Hotels Ltd.  22 Victoria Street, PO. Box HM1179, Hamilton Bermuda, HMEX
www.orient-express.com

 
Further, your approach to branding, whereby longstanding individual hotel brands are replaced with the “Taj” brand is contrary to our approach, whereby we develop and enhance individual hotel brands and ultimately extend these hotel brands to additional properties.  Accordingly, it remains the opinion of our Board of Directors that your proposal is inconsistent with our business strategy and is not in the best long-term interests of Orient-Express and its shareholders.

Very truly yours,
 
/s/ Paul M White
 
Paul M White
President & CEO
Orient-Express Hotels, Trains & Cruises

Cc
J B Hurlock
Chairman
Orient-Express Hotels

 
 
 
 
Orient-Express Hotels Ltd.  22 Victoria Street, PO. Box HM1179, Hamilton Bermuda, HMEX
www.orient-express.com

Exhibit 99.2
 
 
 
Contact:
Pippa Isbell  
Vice President, Corporate Communications
Tel: +44 20 7921 4065      
Email: pippa.isbell@orient-express.com   
 
 
 
 
ORIENT-EXPRESS HOTELS RESPONDS TO INDIAN HOTELS’ 13D FILING

Hamilton, Bermuda, December 10, 2007. Orient-Express Hotels Ltd. (NYSE: OEH, www.orient-express.com ) owners or part-owners and managers of 50 luxury hotels, restaurants, tourist trains and river cruise properties in 25 countries today announced that it has responded to a letter filed as an exhibit to a form 13D filed by the Indian Hotels Company Ltd ( IHCL) on December 7, 2007.  The letter from Orient-Express Hotels President and Chief Executive Officer, Paul White, is attached.

IHCL has filed a 13D with the Securities and Exchange Commission stating that it has acquired additional shares taking their Orient-Express Hotels holding to 11.5 per cent.  The filing contained a copy of a letter from Taj Hotels, part of IHCL, proposing a possible association which would explore what it sees as synergies between the two companies while preserving Orient-Express Hotels' standalone position. Orient-Express Hotels had previously rejected a similar proposal from the company.

The Board of Orient-Express Hotels continues to consider that the IHCL proposal is not in the interests of Orient-Express Hotels and its shareholders and therefore has advised them accordingly.

Ends
 
 
 
Orient-Express Hotels Ltd.  22 Victoria Street, PO. Box HM1179, Hamilton Bermuda, HMEX
www.orient-express.com

 
   
Ref: PMX\zy  
   
 
Please reply to:
 
 
20, Upper Ground
London SE1 9PF
Tel: 0207 921 4023
Fax: 0207 921 4723
 
 
STRICTLY CONFIDENTIAL

Mr R K Krishna Kumar
Vice Chairman
The Indian Hotels Company Limited
The Taj Mahal Palace & Tower
Apollo Bunder
Mumbai 400 001
India


December 10 th , 2007


Dear Mr Kumar,

As President and CEO of Orient-Express Hotels Ltd., I wish to acknowledge your recent filing of Amendment No. 1 to Schedule 13D stating that you and your affiliates are the beneficial owners of 11.5% of Orient-Express’ Class A Common Shares.

As you are fully aware, we have previously advised you that Orient-Express has no interest in pursuing the proposals described in your letter of November 14, 2007.  We felt that our prior correspondence with you was sufficiently clear in communicating our position on this matter, but because you have again expressed an interest in a transaction with Orient-Express, we feel it is appropriate to outline some of the reasons why we do not wish to pursue your proposals.

We do not believe that there is a strategic fit between your predominantly domestic Indian hotel chain and our global portfolio of luxury hotels and unique travel experiences, and we do not wish to be involved in an attempt to improve the performance of your non-Indian properties.  We believe any association of our luxury brands and properties with your brands and properties would result in a reduction in the value of our brands and of our business and would likely lead to erosion in the RevPar premiums currently achieved by our properties.

 
 
Orient-Express Hotels Ltd.  22 Victoria Street, PO. Box HM1179, Hamilton Bermuda, HMEX
www.orient-express.com

 
Further, your approach to branding, whereby longstanding individual hotel brands are replaced with the “Taj” brand is contrary to our approach, whereby we develop and enhance individual hotel brands and ultimately extend these hotel brands to additional properties.  Accordingly, it remains the opinion of our Board of Directors that your proposal is inconsistent with our business strategy and is not in the best long-term interests of Orient-Express and its shareholders.

Very truly yours,
 
/s/ Paul M White
 
Paul M White
President & CEO
Orient-Express Hotels, Trains & Cruises

Cc
J B Hurlock
Chairman
Orient-Express Hotels

 
 
 
 
Orient-Express Hotels Ltd.  22 Victoria Street, PO. Box HM1179, Hamilton Bermuda, HMEX
www.orient-express.com