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.
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(Name of Issuer)
CLASS A COMMON SHARES, PAR VALUE US$0.01 PER SHARE
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(Title of Class of Securities)
G67743107
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(CUSIP Number)
CHRISTOPHER WALTON, ESQ.
CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIP
10 UPPER BANK STREET
LONDON E14 5JJ, ENGLAND
011-44-20-7006-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 23, 2005
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(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. / /
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule Section
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 ("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).
CUSIP No. G67743107
---------
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1. Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only)
Citibank International plc
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2. Check the Appropriate Box if a Member of a Group (See Instructions)(a) /X/
(b) / /
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/ /
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6. Citizenship or Place of Organization
England and Wales
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Number of 7. Sole Voting Power
Shares 0
Beneficially --------------------------------------------------
Owned by 8. Shared Voting Power
Each 0
Reporting --------------------------------------------------
Person 9. Sole Dispositive Power
With 0
--------------------------------------------------
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
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13. Percent of Class Represented by Amount in Row (11)
0.0%*
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14. Type of Reporting Person (See Instructions)
CO
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* Based on 39,389,750 Class A Shares outstanding as of October 31, 2005, as
disclosed in the Form 10-Q for Orient-Express Hotels Ltd. filed with the
Commission on November 8, 2005 (File No. 001-16017).
CUSIP No. G67743107
---------
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1. Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only)
Citicorp Trustee Company Limited
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2. Check the Appropriate Box if a Member of a Group (See Instructions)(a) /X/
(b) / /
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/ /
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6. Citizenship or Place of Organization
England and Wales
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Number of 7. Sole Voting Power
Shares 0
Beneficially --------------------------------------------------
Owned by 8. Shared Voting Power
Each 0
Reporting --------------------------------------------------
Person 9. Sole Dispositive Power
With 0
--------------------------------------------------
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
-------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
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13. Percent of Class Represented by Amount in Row (11)
0.0%*
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14. Type of Reporting Person (See Instructions)
CO
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* Based on 39,389,750 Class A Shares outstanding as of October 31, 2005, as
disclosed in the Form 10-Q for Orient-Express Hotels Ltd. filed with the
Commission on November 8, 2005 (File No. 001-16017).
CUSIP No. G67743107
---------
-------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only)
Citibank Investments Limited
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2. Check the Appropriate Box if a Member of a Group (See Instructions)(a) /X/
(b) / /
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
-------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/ /
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6. Citizenship or Place of Organization
England and Wales
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Number of 7. Sole Voting Power
Shares 0
Beneficially --------------------------------------------------
Owned by 8. Shared Voting Power
Each 0
Reporting --------------------------------------------------
Person 9. Sole Dispositive Power
With 0
--------------------------------------------------
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
-------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
-------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0.0%*
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14. Type of Reporting Person (See Instructions)
CO
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* Based on 39,389,750 Class A Shares outstanding as of October 31, 2005, as
disclosed in the Form 10-Q for Orient-Express Hotels Ltd. filed with the
Commission on November 8, 2005 (File No. 001-16017).
CUSIP No. G67743107
---------
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1. Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only)
Citibank Overseas Investment Corporation
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2. Check the Appropriate Box if a Member of a Group (See Instructions)(a) /X/
(b) / /
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/ /
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6. Citizenship or Place of Organization
Federally chartered pursuant to Section 25(a) of the U.S. Federal Reserve
Act
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Number of 7. Sole Voting Power
Shares 0
Beneficially --------------------------------------------------
Owned by 8. Shared Voting Power
Each 0
Reporting --------------------------------------------------
Person 9. Sole Dispositive Power
With 0
--------------------------------------------------
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
-------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
-------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0.0%*
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14. Type of Reporting Person (See Instructions)
HC
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* Based on 39,389,750 Class A Shares outstanding as of October 31, 2005, as
disclosed in the Form 10-Q for Orient-Express Hotels Ltd. filed with the
Commission on November 8, 2005 (File No. 001-16017).
CUSIP No. G67743107
---------
-------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only)
Citibank, N.A.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)(a) /X/
(b) / /
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/X/
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6. Citizenship or Place of Organization
National Banking Association
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Number of 7. Sole Voting Power
Shares 0
Beneficially --------------------------------------------------
Owned by 8. Shared Voting Power
Each 0
Reporting --------------------------------------------------
Person 9. Sole Dispositive Power
With 0
--------------------------------------------------
10. Shared Dispositive Power
0
-------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
-------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
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13. Percent of Class Represented by Amount in Row (11)
0.0%*
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14. Type of Reporting Person (See Instructions)
BK
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* Based on 39,389,750 Class A Shares outstanding as of October 31, 2005, as
disclosed in the Form 10-Q for Orient-Express Hotels Ltd. filed with the
Commission on November 8, 2005 (File No. 001-16017).
CUSIP No. G67743107
---------
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1. Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only)
Citicorp Holdings Inc.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)(a) /X/
(b) / /
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/X/
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 0
Beneficially --------------------------------------------------
Owned by 8. Shared Voting Power
Each 0
Reporting --------------------------------------------------
Person 9. Sole Dispositive Power
With 0
--------------------------------------------------
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
-------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
-------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0.0%*
-------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
HC
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* Based on 39,389,750 Class A Shares outstanding as of October 31, 2005, as
disclosed in the Form 10-Q for Orient-Express Hotels Ltd. filed with the
Commission on November 8, 2005 (File No. 001-16017).
CUSIP No. G67743107
---------
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1. Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only)
Citigroup Inc.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)(a) /X/
(b) / /
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/X/
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 0
Beneficially --------------------------------------------------
Owned by 8. Shared Voting Power
Each 502,301*
Reporting --------------------------------------------------
Person 9. Sole Dispositive Power
With 0
--------------------------------------------------
10. Shared Dispositive Power
502,301*
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
502,301*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
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13. Percent of Class Represented by Amount in Row (11)
1.3%**
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14. Type of Reporting Person (See Instructions)
HC
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* Represents 502,301 Class A Shares that may be deemed to be beneficially owned
by other subsidiaries of Citigroup.
** Based on 39,389,750 Class A Shares outstanding as of October 31, 2005, as
disclosed in the Form 10-Q for Orient-Express Hotels Ltd. filed with the
Commission on November 8, 2005 (File No. 001-16017).
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Fifth Amended Statement") amends the
fourth amendment to the Schedule 13D filed on November 23, 2005 (the "Fourth
Amended Statement"), which amended the third amendment to the Schedule 13D filed
on July 30, 2004 (the "Third Amended Statement"), which amended the second
amendment to the Schedule 13D filed on July 9, 2004 (the "Second Amended
Statement"), which amended the first amendment to the Schedule 13D filed on
January 13, 2004 (the "First Amended Statement"), which amended the original
Schedule 13D filed on June 20, 2003 (the "Original Statement") and relates to
the class A common shares, par value US$0.01 per share (the "Class A Shares") of
Orient-Express Hotels Ltd., a company organized and existing under the laws of
Bermuda ("OEH"), the principal executive offices of which are located at Canon's
Court, 22 Victoria Street, Hamilton HM12, Bermuda, and the class B common
shares, par value US$0.01 per share (the "Class B Shares" and, together with the
Class A Shares, the "OEH Shares"), of OEH. The Class B Shares are convertible
into Class A Shares on a one-for-one basis at any time. Holders of the Class A
Shares are entitled to one-tenth of a vote per share and holders of the Class B
Shares are entitled to one vote per share. The Class A Shares are listed on the
New York Stock Exchange. There is no public trading market for the Class B
Shares.
The information contained in the Schedule 13D, as previously amended,
remains in effect, and all capitalized terms shall have the meaning previously
ascribed to them, except for the information below that is responsive to Items
2(d) and 2(e), which shall be deemed to replace the information responsive to
such items as contained in the Schedule 13D as previously amended. Information
given in response to each item in this Schedule 13D shall be deemed incorporated
by reference in all other items.
ITEM 2. IDENTITY AND BACKGROUND
This Fifth Amended Statement is being jointly filed by the Agent, the
Trustee, CIL, COIC, Citibank, Citicorp Holdings Inc. ("Citicorp Holdings") and
Citigroup (collectively, the "Reporting Persons").
Effective August 1, 2005, Citicorp and Citigroup Holdings were merged (the
"Merger") with and into Citigroup. Upon the Merger, Citigroup contributed the
stock of Citibank, which had previously been held by Citicorp, to Citicorp
Holdings, a Delaware corporation that was formed in 2005. Currently, Citicorp
Holdings owns all of the outstanding common stock of Citibank, and Citigroup
owns all of the outstanding common stock of Citicorp Holdings.
Citicorp Holdings is a Delaware corporation. The address of its principal
business office is 399 Park Avenue, New York, New York 10043.
On November 19, 2001, the SEC instituted public cease-and-desist
proceedings against The State Bank of India ("SBI") and Citibank, a subsidiary
of Citigroup, related to an unregistered offering of securities in the United
States by SBI and Citibank. Citibank was found to have violated Sections 5(a)
and (c) of the Securities Act of 1933 ("Securities Act"), by offering and
selling securities and was ordered to cease and desist, pursuant to Section 8A
of the Securities Act, from committing or causing any violation and any future
violation of Sections 5(a) and (c) of the Securities Act.
On December 3, 2002, Salomon Smith Barney Inc. ("Salomon Smith Barney"),
now named Citigroup Global Markets Inc. ("CGMI"), a subsidiary of Citigroup, was
one of eight respondents to settle SEC, NYSE, and NASD charges of violations of
the record-keeping requirements of Section 17(a) of the Securities Exchange Act
of 1934 ("Exchange Act") and Rule 17a-4 thereunder during the period from 1999
to at least 2001. The SEC order found that, during all or part of the relevant
period, each Respondent failed to preserve for three years, and/or to preserve
in an accessible place for two years, electronic mail communications (including
inter-office memoranda and communications) received and sent by its agents and
employees that related to its business as a member of an exchange, broker or
dealer. The SEC order also found that each of the respondents lacked adequate
systems or procedures for the preservation of electronic mail communications.
The SEC order required the respondents to cease and desist from committing or
causing any violations and any future violations of Section 17(a) of the
Exchange Act and Rule 17a-4 promulgated thereunder. Respondents were censured
pursuant to Section 15(b)(4) of the Exchange Act. Each respondent was also
required to pay the amount of $1,650,000, divided equally between the SEC, NASD,
and NYSE.
On April 28, 2003, Salomon Smith Barney announced final agreements with the
SEC, the NASD, the NYSE and the New York Attorney General (as lead state among
the 50 states, the District of Columbia and Puerto Rico) to resolve on a civil
basis all their outstanding investigations into its research and initial public
offering allocation and distribution practices. Salomon Smith Barney paid $300
million for retrospective relief, plus $25 million for investor education, and
committed to spend $75 million to provide independent third-party research to
its clients at no charge. Salomon Smith Barney adopted new policies and
procedures to further ensure the independence of its research and addressed
other issues identified in the course of the investigation. Salomon Smith Barney
reached these final settlement agreements without admitting or denying any
wrongdoing or liability. The settlements did not establish wrongdoing or
liability for purposes of any other proceeding.
On July 28, 2003, Citigroup settled enforcement proceedings related to the
manipulation of Enron's and Dynegy's financial statements. The Commission found
that Citigroup knew or should have known that the acts or omissions described in
the Order would contribute to Enron's and Dynegy's violations of Exchange Act
Section 10(b) and Exchange Act Rule 10b-5. Consequently, Citigroup was found to
be a cause of Enron's and Dynegy's violations within the meaning of Exchange Act
Section 21C. Citigroup consented to an order to cease and desist from committing
or causing any violation of the antifraud provisions of the federal securities
laws, and agreed to pay $120 million as disgorgement, interest and penalty.
On March 23, 2005, the SEC entered an administrative and cease-and-desist
order against CGMI. The SEC order found that CGMI willfully violated Section
17(a)(2) of the Securities Act and Rule 10b-10 promulgated under the Exchange
Act. Specifically, the order found that there were two distinct disclosure
failures by CGMI in the offer and sale of mutual fund shares to its customers.
Based on these findings, the Order censured CGMI, required that CGMI cease and
desist from committing or causing violations and future violations of Section
17(a) of the Securities Act and Exchange Act Rule 10b-10, and required that CGMI
pay a $20 million civil money penalty.
In a related proceeding on March 22, 2005, the NASD accepted a Letter of
Acceptance, Waiver and Consent dated March 18, 2005 (the "AWC") that had been
submitted by CGMI. Without admitting or denying the findings, CGMI accepted and
consented, prior to a hearing and without an adjudication of any issue of law or
fact, to the entry of findings by NASD. Based on its findings and with CGMI's
consent, the NASD censured CGMI and fined it $6.25 million. In the AWC, CGMI
also agreed to complete certain undertakings, including retaining an Independent
Consultant, among other things, to conduct a comprehensive review of the
completeness of its disclosures regarding the differences in mutual fund share
classes and the policies and procedures relating to CGMI's recommendations to
its customers of different class shares of mutual funds.
On May 31, 2005, the SEC issued an order in connection with the settlement
of an administrative proceeding against Smith Barney Fund Management LLC
("SBFM"), a former subsidiary of Citigroup, and CGMI relating to the appointment
of an affiliated transfer agent for the Smith Barney family of mutual funds
("Smith Barney Funds"). The SEC order finds that SBFM and CGMI willfully
violated Section 206(1) of the Investment Advisers Act of 1940 ("Advisers Act").
Specifically, the order finds that SBFM and CGMI knowingly or recklessly failed
to disclose to the Boards of the Smith Barney Funds in 1999 when proposing a new
transfer agent arrangement with an affiliated transfer agent that: First Data
Investors Services Group ("First Data"), the Smith Barney Funds' then-existing
transfer agent, had offered to continue as transfer agent and do the same work
for substantially less money than before; and that CAM, the Citigroup business
unit that includes the Smith Barney Fund's investment manager and other
investment advisory companies, had entered into a side letter with First Data
under which CAM agreed to recommend the appointment of First Data as
sub-transfer agent to the affiliated transfer agent in exchange, among other
things, for a guarantee by First Data of specified amounts of asset management
and investment banking fees to CAM and CGMI. The order also finds that SBFM and
CGMI willfully violated Section 206(2) of the Advisers Act by virtue of the
omissions discussed above and other misrepresentations and omissions in the
materials provided to the Smith Barney Funds' Boards, including
the failure to make clear that the affiliated transfer agent would earn a high
profit for performing limited functions while First Data continued to perform
almost all of the transfer agent functions, and the suggestion that the proposed
arrangement was in the Smith Barney Funds' best interests and that no viable
alternatives existed. SBFM and CGMI do not admit or deny any wrongdoing or
liability. The settlement does not establish wrongdoing or liability for
purposes of any other proceeding.
The SEC censured SBFM and CGMI and ordered them to cease and desist from
violations of Sections 206(1) and 206(2) of the Advisers Act. The order requires
Citigroup to pay $208.1 million, including $109 million in disgorgement of
profits, $19.1 million in interest, and a civil money penalty of $80 million.
The order also requires that transfer agency fees received from the Smith Barney
Funds since December 1, 2004 less certain expenses be placed in escrow and
provides that a portion of such fees may be subsequently distributed in
accordance with the terms of the order. The order requires SBFM to recommend a
new transfer agent contract to the Smith Barney Fund Boards within 180 days of
the entry of the order; if a Citigroup affiliate submits a proposal to serve as
transfer agent or sub-transfer agent, an independent monitor must be engaged at
the expense of SBFM and CGMI to oversee a competitive bidding process. Under the
order, Citigroup also must comply with an amended version of a vendor policy
that Citigroup instituted in August 2004. That policy, as amended, among other
things, requires that when requested by a Smith Barney Fund Board, CAM will
retain at its own expense an independent consulting expert to advise and assist
the Board on the selection of certain service providers affiliated with
Citigroup.
Other than as described above, during the last five years, none of the
Reporting Persons or, to the best of the knowledge of the Reporting Persons, any
of the persons listed on Schedules A, B and C attached hereto, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
ITEM 4. PURPOSE OF TRANSACTION
On November 17, 2005, OEH entered into an underwriting agreement (the
"Underwriting Agreement") with SCL, as selling shareholder, and CGMI, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scotia
Capital (USA) Inc., as underwriters. The Underwriting Agreement relates to the
sale by SCL of up to 9,903,300 Class A Shares in an underwritten public offering
pursuant to a post-effective amendment to OEH's shelf registration statement on
Form S-3 (Registration No. 333-102576). The amount of Class A Shares described
in the preceding sentence includes up to 1,291,735 Class A Shares to cover
over-allotments. SCL will bear all costs, expenses and fees incident to its
offer and sale of the Class A Shares. The transaction closed on November 23,
2005, at which time 9,903,300 Class A Shares, which includes the entire
over-allotment described in the preceding sentence, were sold.
In connection with the sale of the Class A Shares by SCL on November 23,
2005, and a proposed amendment to the Third Amended Facility Agreement, the
Trustee released (the "Release") the security interest created in favor of the
Trustee pursuant to the OEH Security Agreement and the Custodian Account Charge
in respect of the Class A Shares and the Class B Shares. The Release applies to
all Class A Shares and Class B Shares previously pledged in favor of the
Trustee.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date of this Fifth Amended Statement, Citigroup may be deemed to
have shared voting power with respect to 502,301 Class A Shares that may be
deemed to be beneficially owned by other subsidiaries of Citigroup, representing
1.3% of the Class A Shares outstanding.
The foregoing calculations are based on 39,389,750 Class A Shares
outstanding as of October 31, 2005, as disclosed in the From 10-Q for OEH
filed with the Commission on November 8, 2005 (File No. 001-16017). Each of
the Reporting Persons expressly disclaims beneficial ownership of the Class A
Shares that may be deemed to be beneficially owned by other subsidiaries of
Citigroup.
As a result of the Release, other than as disclosed in the preceding
paragraph, the Reporting Persons are not deemed to have voting power or
beneficial ownership over any of the Class A Shares. The Reporting Persons
ceased to be deemed to be beneficial owners of more than 5% of the Class A
Shares on November 23, 2005.
Neither the filing of this Fifth Amended Statement, nor any of its
contents, shall be deemed to constitute an admission that any Reporting Person
is the beneficial owner of any OEH Shares referred to in this Fifth Amended
Statement for the purposes of Section 13(d) of the Exchange Act or for any other
purpose, and such beneficial ownership is expressly disclaimed.
To the best knowledge of the Reporting Persons, during the past 60 days
preceding the date of this Fifth Amended Statement, none of the Reporting
Persons nor any of the individuals set forth in Schedules A, B and C to this
Fifth Amended Statement, has effected any transaction in the shares of OEH,
except as described in Item 4 above (excluding transactions that may have been
effected by certain subsidiaries of Citigroup for managed accounts with funds
provided by third-party customers).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The descriptions of the Underwriting Agreement and the Release contained in
Item 4 of this Fifth Amended Statement are incorporated herein by reference.
Such descriptions are summaries of such documents, each of which has been filed
as an exhibit to this Fifth Amended Statement, and such summaries are qualified
by, and subject to, the full text of such agreements, which is incorporated by
reference hereto.
To the best knowledge of the Reporting Persons, except as disclosed in this
Fifth Amended Statement or in the documents referred to and incorporated by
reference herein, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Reporting Persons or any of the
individuals set forth in Schedules A, B or C to this Fifth Amended Statement, or
between such persons and any person with respect to any securities of OEH.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint Filing Agreement, dated as of November 30, 2005, among the Agent,
the Trustee, CIL, COIC, Citibank, Citicorp Holdings and Citigroup.
2. Underwriting Agreement (incorporated by reference to the Form 8-K filed by
SCL on November 17, 2005 (File No. 001-07560)).
3. Form of Release.
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: December 5, 2005
CITIBANK INTERNATIONAL PLC
By: /s/ Andrew Gaulter
-------------------------------------------------
Name: Andrew Gaulter
Title: Company Secretary
CITICORP TRUSTEE COMPANY LIMITED
By: /s/ Jill Robson
-------------------------------------------------
Name: Jill Robson
Title: For Citicorporate Limited, Company Secretary
CITIBANK INVESTMENTS LIMITED
By: /s/ Andrew Gaulter
-------------------------------------------------
Name: Andrew Gaulter
Title: Company Secretary
CITIBANK OVERSEAS INVESTMENT CORPORATION
By: /s/ William H. Wolf
-------------------------------------------------
Name: William H. Wolf
Title: Executive Vice President
CITIBANK, N.A.
By: /s/ Ali L. Karshan
-------------------------------------------------
Name: Ali L. Karshan
Title: Assistant Secretary
CITICORP HOLDINGS INC.
By: /s/ Kenneth S. Cohen
-------------------------------------------------
Name: Kenneth S. Cohen
Title: Assistant Secretary
CITIGROUP INC.
By: /s/ Ali L. Karshan
-------------------------------------------------
Name: Ali L. Karshan
Title: Assistant Secretary
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF
CITIBANK INTERNATIONAL PLC
Name, Position, Citizenship (United Kingdom
unless otherwise indicated) Title and Business Address
----------------------------------------------------- -----------------------------------------
Winfried F. W. Bischoff Citigroup Europe
Director Citigroup Centre
United Kingdom and Germany Canada Square
Canary Wharf
London E14 5LB, England
Andrew Martin Gaulter Company Secretary,
Secretary Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB, England
Michael Stuart Klein Chief Executive Officer
Director Global Corporate and Investment Bank
United States Europe, Middle East and Africa
388 Greenwich Street
New York
NY 10026
William Joseph Mills Chairman and Chief Executive Officer,
Director Global Corporate and Investment Bank EMEA
United States Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB, England
John Martin Nestor Business Head,
Director Citigroup Asset Management EMEA
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB, England
David Colton Bushnell Business Head
Director Risk Management
United States 399 Park Avenue
New York
NY 10043
Charles Arthur Alan Covell Business Head
Director Alternative Investments
41 Berkeley Square
London W1J 5AN, England
Marianne Laing Hay Business Head
Director Private Bank
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB, England
Stephen Harry Long 399 Park Avenue
Director New York
United States NY 10043
Frederik Ferdinand Seegers Business Head
Director Consumer Bank
The Netherlands Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB, England
SCHEDULE B
EXECUTIVE OFFICERS AND DIRECTORS OF
CITICORP TRUSTEE COMPANY LIMITED
Name, Position, Citizenship (United Kingdom
unless otherwise indicated) Title and Business Address
----------------------------------------------------- -----------------------------------------
Robert Harry Binney Director,
Director Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB, England
Citicorporate Limited Secretary,
Secretary Citigroup Centre
England and Wales Canada Square
Canary Wharf
London E14 5LB, England
Christopher Blakey Funds Administration
Director Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB, England
Derrick Bernard Boniface Finance Director,
Director Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB, England
Jillian Rosemary Hamblin Director (Corporate Debt),
Director Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB, England
Viola Joyce Deloris Japaul Director (Corporate Debt),
Director Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB, England
Marne Lidster Director (Corporate Debt),
Director Citigroup Centre
Canada Canada Square
Canary Wharf
London E14 5LB, England
David John Mares Director (Corporate Debt),
Director Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB, England
Sean David Quinn Chief Executive,
Director Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB, England
Bronwyn Corinna Wright Relationship Management
Director 1 North Wall Quay
Ireland Dublin 1, Republic of Ireland
Fergus Augustine Healy Alternative Investments
Director 1 North Wall Quay
Ireland Dublin 1, Republic of Ireland
David Michael Morrison Relationship Management
Director Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB, England
Stefano Pierantozzi Fiduciary
Director Citigroup Centre
Italy Canada Square
Canary Wharf
London E14 5LB, England
SCHEDULE C
EXECUTIVE OFFICERS AND DIRECTORS OF
CITIGROUP INC.
Name, Position, Citizenship (United States unless
otherwise indicated) Title and Business Address
----------------------------------------------------- ------------------------------------------------------
C. Michael Armstrong Retired Chairman
Director Hughes, AT&T and Comcast Corporation
1114 Avenue of the Americas
New York
NY 10036
Alain J.P. Belda Chairman & Chief Executive Officer
Director Alcoa Inc.
Brazil 390 Park Avenue
New York
NY 10022
George David Chairman & Chief Executive Officer
Director United Technologies Corporation
1 Financial Plaza
Hartford
CT 06101
Kenneth T. Derr Chairman, Retired
Director ChevronTexaco Corporation
345 California Street
San Francisco
CA 94104
John M. Deutch Institute Professor, Massachusetts Institute of
Director Technology
77 Massachusetts Avenue, Room 6-208
Cambridge
MA 02139
The Honorable Gerald R. Ford Former President of the United States
Honorary Director 40365 Sand Dune Road
Rancho Mirage
CA 92270
Roberto Hernandez Ramirez Chairman of the Board
Director Banco Nacional de Mexico
Mexico Actuario Roberto Medellin No. 800
Col. Santa Fe 01210 Mexico City
Mexico
Ann Dibble Jordan Consultant
Director 2904 Benton Place, N.W.
Washington
DC 20008
Klaus Kleinfeld President, Chief Executive Officer and Chairman
Director of the Managing Board
Germany Siemens AG
Wittesbacherplatz 2
D-80333 Munich
Germany
Andrew N. Liveris President and Chief Executive Officer
Director The Dow Chemical Company
Australia 2030 Dow Center
Midland
MI 48674
Dudley C. Mecum Managing Director
Director Capricorn Holdings, LLC
30 East Elm Street
Greenwich
CT 06830
Anne M. Mulcahy Chairman and Chief Executive Officer
Director Xerox Corporation
800 Long Ridge Road
Stamford
CT 06904
Richard D. Parsons Chairman & Chief Executive Officer
Director Time Warner Inc.
One Time Warner Center
New York
NY 10019
Charles Prince Chief Executive Officer
Director and Executive Officer Citigroup Inc.
399 Park Avenue
New York
NY 10043
Dr. Judith Rodin President
Director The Rockefeller Foundation
420 Fifth Avenue
New York
NY10018
Robert E. Rubin Member of the Office of the Chairman
Director and Executive Officer Citigroup Inc.
399 Park Avenue
New York
NY 10043
Franklin A. Thomas Consultant
Director TFF Study Group
595 Madison Avenue
33rd Floor
New York
NY 10022
Sanford I. Weill Chairman
Director and Executive Officer Citigroup Inc.
399 Park Avenue
New York
NY 10043
Ajay Banga Chief Executive Officer
Executive Officer Global Consumer Group - International
India Citigroup Inc.
339 Park Avenue
New York
NY 10043
Sir Winfried F.W. Bischoff Chairman
Executive Officer Citigroup Europe
United Kingdom and Germany 33 Canada Square
Canary Wharf
London
E14 5LB
United Kingdom
David C. Bushnell Senior Risk Officer
Executive Officer Citigroup Inc.
399 Park Avenue
New York
NY 10043
Michael A. Carpenter Chairman and Chief Executive Officer
Executive Officer Citigroup Global Investments
Citigroup Inc.
399 Park Avenue
New York
NY 10043
Robert Druskin Chief Executive Officer and President
Executive Officer Global Corporate and Investment Banking Group
Citigroup Inc.
388 Greenwich Street
New York
NY 10013
Steven J. Frieburg Chief Executive Officer
Executive Officer Global Consumer Group - North America
Citigroup Inc.
399 Park Avenue
New York
NY 10043
John C. Gerspach Controller and Chief Accounting Officer
Executive Officer Citigroup Inc.
399 Park Avenue
New York
NY 10043
Michael S. Helfer General Counsel and Corporate Secretary
Executive Officer Citigroup Inc.
399 Park Avenue
New York
NY 10043
Lewis B. Kaden Vice Chairman and Chief Administrative Officer
Executive Officer Citigroup Inc.
399 Park Avenue
New York
NY 10043
Sallie L. Krawcheck Chief Executive Officer
Executive Officer Citigroup Inc.
399 Park Avenue
New York
NY 10043
Manuel Medina-Mora Chief Executive Officer
Executive Officer Banco Nacional de Mexico, S.A.
Mexico Act. Roberto Medellin No. 800-5, Torre Sur
Col. Santa Fe Pena Blanca, 01210
Mexico City, Mexico
William R. Rhodes Senior Vice Chairman
Executive Officer Citigroup Inc.
399 Park Avenue
New York
NY 10043
Todd S. Thomson Chairman and Chief Executive Officer
Executive Officer Global Wealth Management Group
Citigroup Inc.
388 Greenwich Street
New York
NY 10013
Stephen R. Volk Vice Chairman
Executive Officer Citigroup Inc.
388 Greenwich Street
New York
NY 10013