UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
Orient-Express Hotels Ltd.
(Name of Issuer)
 
Class A Common Shares
(Title of Class of Securities)
 
G67743107
(CUSIP Number)
 
Mr. Beejal Desai
Vice President – Legal & Company Secretary
The Indian Hotels Company Limited
Mandlik House
Mandlik Road
Mumbai 400 001, India
+91 22 6639 5515
(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
 
with a copy to:

Stephen M. Besen
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022-6069
(212) 848-4000
 
October 26, 2012
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o
 
* 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 (“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).
 
 
 
 
 
    
SCHEDULE 13D
 
CUSIP No.  G67743107
  
Page 2 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
The Indian Hotels Company Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Republic of India
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
7,130,764 Class A Common Shares
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
7,130,764 Class A Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,130,764 Class A Common Shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.9%
14
TYPE OF REPORTING PERSON (See Instructions)
 
HC
 
 
 
Page 2 of 9
 
     
SCHEDULE 13D
      
CUSIP No. G67743107
  
Page 3 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Samsara Properties Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
  
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
   
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  
   
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
        
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
  
0
8
SHARED VOTING POWER
  
7,130,764 Class A Common Shares
9
SOLE DISPOSITIVE POWER
  
0
10
SHARED DISPOSITIVE POWER
  
7,130,764 Class A Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
7,130,764 Class A Common Shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  
  
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
6.9%
14
TYPE OF REPORTING PERSON (See Instructions)
  
CO
     
 
Page 3 of 9
 
 
   
SCHEDULE 13D
    
CUSIP No. G67743107
  
Page 4 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
       
Paul White
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
  
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
   
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  
  
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
       
United Kingdom
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
    
82,490 Class A Common Shares
8
SHARED VOTING POWER
  
0
9
SOLE DISPOSITIVE POWER
    
82,490 Class A Common Shares
10
SHARED DISPOSITIVE POWER
   
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       
82,490 Class A Common Shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
  
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       
0.1%
14
TYPE OF REPORTING PERSON (See Instructions)
      
IN
     
 
Page 4 of 9
 
 
Item 1. 
Security and Issuer.
 
This Amendment No. 5 to Schedule 13D (this “Amendment”) amends and supplements the statement on Schedule 13D filed on September 17, 2007, as amended by Amendment No. 1 filed on December 7, 2007 (“Amendment 1”), Amendment No. 2 filed on December 19, 2007 (“Amendment 2”), Amendment No. 3 filed on April 29, 2009 (“Amendment 3”) and Amendment No. 4 filed on October 18, 2012 (“Amendment 4” and, together with Amendment 1, Amendment 2, Amendment 3 and Amendment 4, the “Schedule 13D”), with the Securities and Exchange Commission, by The Indian Hotels Company Limited (“Indian Hotels”) and Samsara Properties Limited (“Samsara” and, together with Indian Hotels, the “Original Reporting Persons”), relating to the Class A common shares, par value $0.01 per share (the “Shares”), of Orient-Express Hotels Ltd., a company organized under the laws of Bermuda (the “Company”).  Mr. Paul White (“Mr. White” and, together with the Original Reporting Persons, the “Reporting Persons”) is joining in the filing of this Amendment as a reporting person as Mr. White may be deemed to be a member of a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with the Original Reporting Persons.
 
Item 2. 
Identity and Background
 
Item 2 of the Schedule 13D is hereby amended and supplemented as follows:
 
The citizenship information of certain directors of Indian Hotels is amended and set forth in Schedule A hereto and is incorporated herein by reference.
 
Item 4. 
Purpose of Transaction
 
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
 
On October 25, 2012, Indian Hotels delivered a letter to Mr. J. Robert Lovejoy, chairman of the board of directors of the Company, a copy of which is attached as Exhibit B hereto and incorporated herein by reference.
 
Item 7. 
Material to Be Filed as Exhibits.
 
Exhibit No.
Description
   
A
Joint Filing Agreement, dated October 26, 2012, among The Indian Hotels Company Limited, Samsara Properties Limited and Paul White
   
B
Letter, dated October 25, 2012, delivered to Mr. Lovejoy

 
 
 
 
 
 
Page 5 of 9
 
     
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:

October 26, 2012
 
  THE INDIAN HOTELS COMPANY LIMITED  
         
         
  By: /s/ R.K. Krishna Kumar  
    Name:
R.K. Krishna Kumar
  
    Title:
Vice Chairman
  
         
 
  SAMSARA PROPERTIES LIMITED  
         
         
  By:
/s/ Anil P. Goel
  
    Name:
Anil P. Goel
  
    Title:
Director
  
         
 
 
  PAUL WHITE  
         
         
  /s/ Paul White  
         
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 6 of 9
 
       
SCHEDULE A
 
THE INDIAN HOTELS COMPANY LIMITED
Directors
 
Name and Business Address
Present Principal Occupation
Citizenship
Directors
Ratan N. Tata
Bombay House
24 Homi Mody Street
Mumbai 400 001
India
Company Director
Republic of India
R. K. Krishna Kumar
Bombay House
24 Homi Mody Street
Mumbai 400 001
India
Company Director
Republic of India
K. B. Dadiseth
Room Nos. 1118/1120
Hilton Towers
Nariman Point
Mumbai 400 021
India
Company Director
Republic of India
Deepak Parekh
Ramon House
Backbay Reclamation
Churchgate
Mumbai 400 020
India
Company Director
Republic of India
Jagdish Capoor
1601, Brooke Ville
359 Mogul Lane
Mumbai 400 016
India
Company Director
Republic of India
Shapoor Mistry
Shapoorji Pallonji Centre
41-44 Minoo Desai Marg
Colaba, Mumbai 400 005
India
Company Director
Republic of Ireland
Mr Nadir Godrej
Godrej Industries Limited
Pirojshah Nagar
Eastern Express Highway
Vikhroli (E)
Mumbai 400 079
India
Company Director
Republic of India
Raymond N. Bickson
The Taj Mahal Palace, Business Centre
Apollo Bunder
Mumbai 400 001
India
Managing Director
 
United States of America
 
 
Page 7 of 9
 
 
Anil P Goel
The Taj Mahal Palace
Apollo Bunder
Mumbai 400 001
India
Executive Director – Finance
Republic of India
Abhijit Mukerji
The Taj Mahal Palace
Apollo Bunder
Mumbai 400 001
India
Executive Director – Hotel Operations
Republic of India
Mehernosh S Kapadia
The Taj Mahal Palace
Apollo Bunder
Mumbai 400 001
India
Executive Director – Corporate Affairs
Republic of India

 
 
 
 
 
 
 
 
 

 
   
 
Page 8 of 9
 
 
EXHIBIT INDEX
 
 
Exhibit No.   
Description
   
A
Joint Filing Agreement, dated October 26, 2012, among The Indian Hotels Company Limited, Samsara Properties Limited and Paul White
   
B
Letter, dated October 25, 2012, delivered to Mr. Lovejoy
 
 
 

 

 
 
 
 
 
 
 
 
 
 
Page 9 of 9