SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ORIENT-EXPRESS HOTELS LTD.
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(Exact name of registrant as specified in its charter)
Bermuda 98-0223493
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(State of incorporation or organization) (IRS Employer
Identification No.)
41 Cedar Avenue
P.O. Box 1179
Hamilton HM EX, Bermuda --
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(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class registered each class is registered
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Preferred Share Purchase Rights New York Stock Exchange
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|
Securities Act registration statement file number to which this form
relates: 333-12030
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
On June 5, 2000, the board of directors of Orient-Express Hotels Ltd. (the
"Registrant") authorized the distribution of one preferred share purchase right
(a "Right") for each of the Registrant's class A common shares, par value $.01
each (the "Class A Shares"), and class B common shares, par value $.01 each (the
"Class B Shares"), outstanding on the close of business of the closing date of
the Registrant's initial public offering of Class A Shares. The Registrant will
continue to issue Rights with all Class A and Class B Shares issued after that
date, until the Distribution Date (as defined below) or until the Rights are
redeemed or expire.
The Rights are being issued pursuant to a Rights Agreement dated as of June
1, 2000, between the Registrant and Fleet National Bank, as Rights Agent (the
"Rights Agreement"). The following summary of the Rights is qualified in its
entirety by reference to the Rights Agreement, which is being filed as an
exhibit to this Registration Statement.
There is associated with each outstanding "Voting Share" of the Registrant
one Right which, except as set forth below, when exercisable, entitles the
registered holder to purchase from the Registrant one one-hundredth of a share
of a series of preferred shares of the Registrant designated as Series A Junior
Participating Preferred Shares, par value of $.01 each (the "Preferred Shares"),
at a price of $142 per one one-hundredth of a share (the "Purchase Price"),
subject to adjustment. The Voting Shares of the Registrant are its Class A
Shares and Class B Shares. The terms of the Preferred Shares are summarized
below and are set forth in a Certificate of Designation of Terms attached as
Exhibit A to the Rights Agreement.
The Rights will be represented by the certificates for Voting Shares, and
will not be exercisable or transferable apart from the Voting Shares, until the
earlier to occur of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired
beneficial ownership of shares carrying 20% or more of the total voting rights
which may be cast at any general meeting of the Registrant, or (ii) 10 days (or
such later date as may be determined by the Registrant's Board of Directors)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of affiliated or associated persons of shares
carrying 30% or more of the total voting rights which may be cast at any general
meeting of the Registrant (the earlier of such dates being called the
"Distribution Date"). No person shall be deemed to be an Acquiring Person if its
percentage ownership in the Registrant increases solely as a result of a share
repurchase program by the Registrant or a subsidiary of the Registrant.
Acquiring Person does not include the Registrant or Sea Containers or a
subsidiary of either of them, or any employee benefit plan of the Registrant or
any subsidiary of the Registrant or any entity holding shares for any such plan.
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferable with and only with the Voting Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Voting Share certificates issued upon transfer or new issuance of
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Voting Shares will contain a notation incorporating the Rights Agreement by
reference, and the surrender for transfer of any certificates for Voting Shares,
even without such notation, will also constitute the transfer of the Rights
associated with the Voting Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Voting Shares as of the close of business on the Distribution Date, and such
separate Right Certificates alone will evidence the Rights. In certain
circumstances, Rights may be issued after the Distribution Date, such as in
connection with the issuance of Voting Shares upon the exercise of employee
stock options or upon the conversion of convertible securities of the
Registrant.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on June 1, 2010 (the "Final Expiration Date"), unless earlier redeemed by
the Registrant, as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares, or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular cash dividends or dividends payable in Preferred
Shares) or of subscription rights or warrants (other than those referred to
above).
The number of outstanding Rights and the number of one one-hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Voting Shares or a stock
dividend on the Voting Shares payable in Voting Shares or subdivisions,
consolidations or combinations of the Voting Shares occurring prior to the
Distribution Date.
The Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per Class A Share. In the
event of liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment of $100 per share but will be entitled
to an aggregate payment of 100 times the payment made per Voting Share. All
dividend and liquidation preferences of the Preferred Shares will rank junior to
such preferences in all preferred shares hereafter issued by the Registrant.
Each Preferred Share will generally vote together as one class with the Voting
Shares on all matters on which the holders of Voting Shares generally are
entitled to vote, with each Preferred Share entitled to a number of votes
calculated by multiplying 100 by the number of votes per share which the holders
of Class A Shares then have with respect to the matter being voted upon.
Finally, in the event of any merger, amalgamation, consolidation or other
transaction in which Voting Shares are exchanged, each Preferred Share will be
entitled to receive 100 times the amount
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received per Voting Share. The foregoing preferential rights are protected by
customary antidilution provisions.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued upon the
exercise of Rights. In lieu of fractional Preferred Shares, the Registrant will
make a cash payment based on the market price of such fractional Preferred
Shares on the last trading day prior to the date of exercise.
If after the Distribution Date, (a) the Registrant is acquired in a merger,
amalgamation or other business combination transaction and all or part of the
Voting Shares are changed into or exchanged for securities, cash or property of
another person, or (b) 50% or more of the Registrant's consolidated assets or
earning power is sold, each holder of a Right (other than Rights beneficially
owned by an Acquiring Person, which Rights will be void) will thereafter have
the right to receive, upon the exercise of such Right at the then current
Purchase Price, an amount of the common equity of the "Principal Party" which at
the time of such transaction would have a market value of two times the Purchase
Price of the Right. In the case of clause (a) above, the Principal Party shall
in general be the issuer of any securities into which Voting Shares of the
Registrant are converted in such merger, amalgamation or other business
combination transaction, except that if (i) the common equity of such issuer has
not been continuously registered under Section 12 of the Securities Exchange Act
of 1934 for at least twelve months, and (ii) such issuer is a subsidiary of
another issuer the common equity of which is so registered, the Principal Party
shall be such other issuer. In the case of clause (b) above, if there is more
than one acquiror of the Registrant's assets or earning power, the Principal
Party shall be the entity receiving the greatest portion of the transferred
assets or earning power of the Registrant.
If any person becomes an Acquiring Person, each holder of a Right (other
than Rights beneficially owned by an Acquiring Person, which will be void) will
thereafter have the right to receive, upon exercise of such Right at the then
current Purchase Price, that number of Class A Shares (in case of a Right which
prior to the Distribution Date was evidenced by a certificate for Class A
Shares) or Class B Shares (in the case of a Right which prior to the
Distribution Date was evidenced by a certificate for Class B Shares), or other
securities, cash or property, which at the time of such acquisition would have a
market value of two times the Purchase Price. The Rights will not be so
exercisable, however, until the Registrant's right to redeem the Rights has
expired (see below).
At any time after any person becomes an Acquiring Person, and before a
person or group (other than the Registrant, Sea Containers or a subsidiary of
either of them, or any employee benefit plan of the Registrant or of any
subsidiary of the Registrant, or any entity holding Class A or Class B Shares
for or pursuant to the terms of such plan) acquires beneficial ownership of 50%
or more of the total voting rights which may be cast at any general meeting of
the Registrant, the board of directors of the Registrant may exchange all or
some of the Rights then outstanding (other than Rights beneficially owned by an
Acquiring Person, which Rights will be void) at an exchange ratio of one Class A
Share per Right (in the case of Rights which prior to the Distribution Date were
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evidenced by certificates for Class A Shares) and one Class B Share per Right
(in the case of Rights which prior to the Distribution Date were evidenced by
certificates for Class B Shares), subject to adjustment in certain events.
At any time prior to the close of business on the 10th day following the
date on which a person becomes an Acquiring Person, the board of directors of
the Registrant may redeem the Rights in whole, but not in part, at a price of
$.05 per Right, subject to adjustment for stock splits, stock dividends or
similar transactions (the "Redemption Price"). The Registrant may, at its
option, pay the Redemption Price in cash, Class A Shares or any other form of
consideration deemed appropriate by the board of directors. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended or supplemented by the board of
directors of the Registrant without the consent of the holders of the Rights,
except that from and after such time as any person becomes an Acquiring Person,
no such amendment may adversely affect the interests of the holders of the
Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Registrant, including, without limitation, the
right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Registrant on terms not approved by the Registrant's board of directors, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the board of directors, since the Rights may be redeemed
by the Registrant at $.05 per Right within 10 days after the date a person
becomes an Acquiring Person.
Item 2. Exhibits.
1. Rights Agreement dated as of June 1, 2000, between the Registrant and
Fleet National Bank, as Rights Agent, which includes as Exhibit A thereto the
Form of Certificate of Designation of Terms of the Registrant's Series A Junior
Participating Preferred Shares, par value $.01 each, and which includes as
Exhibit B thereto the Form of Right Certificate. Pursuant to the Rights
Agreement, Right Certificates will not be mailed until as soon as practicable
after the earlier of (a) the tenth day after public announcement that a person
or group has acquired beneficial ownership of 20% or more of the total voting
rights which may be cast at any general meeting of the Registrant, and (b) the
tenth day after a person commences or announces its intention to commence a
tender or exchange offer the consummation of which would result in the
beneficial ownership of a person or group of shares carrying 30% or more of the
total voting rights which may be cast at any general meeting of the Registrant.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ORIENT-EXPRESS HOTELS LTD.
Date: July 28, 2000
By:/s/Edwin S. Hetherington
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Edwin S. Hetherington
Secretary
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EXHIBIT INDEX
Exhibit No.
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1 Rights Agreement dated as of June 1, 2000, between the Registrant and
Fleet National Bank, as Rights Agent, which includes as Exhibit A
thereto the Form of Certificate of Designation of Terms of the
Registrant's Series A Junior Participating Preferred Shares, par value
$.01 each, and which includes as Exhibit B thereto the Form of Right
Certificate.
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E X H I B I T 1
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