FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

MELCO CROWN ENTERTAINMENT LIMITED

 

36^th Floor, The Centrium
60 Wyndham Street
Central
Hong Kong
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F þ     Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o     No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82-      N/A     

 

 

MELCO CROWN ENTERTAINMENT LIMITED
Form 6-K
TABLE OF CONTENTS

Signature
Exhibit 20.1 - Depositary's Notice of Annual General Meeting of the Registrant
Exhibit 20.2 - Registrant's Notice of its Annual General Meeting
Exhibit 20.3 - Voting Card
Exhibit 99.1 - Press Release

SIGNATURE

     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, thereunto duly authorized.

Date: April 3, 2009

Exhibit 20.1

Deutsche Bank Trust Company Americas

Trust & Securities Services
Global Equity Services

3 April 2009

DEPOSITARY RECEIPTS

Depositary’s Notice of Annual General Meeting of Shareholders of Melco Crown Entertainment Limited:

Issue:		Melco Crown Entertainment Limited/ Cusip 585464100
Country:		Incorporated in Cayman Islands
Meeting Details:		Annual General Meeting of Shareholders of Melco Crown Entertainment Limited on 19 May 2009 – 4:00 PM (HK Time) at Crown Macau located at the Avenida Kwong Tung between Avenida Dr. Sun Yat Sen, Rua de Hong Chau, Rua de Nam Keng and Avenida Kwong Tung, Macau.
Meeting Agenda:		The Company’s Notice of Meeting including the Agenda is attached
Voting Deadline:		On or before 13 May 2009 at 3:00 PM (New York City Time)
ADR Record Date:		10 April 2009
Ordinary Shares: ADR ratio		3 ordinary shares: 1 ADR

Holders of American Depositary Receipts (“ADRs”) representing ordinary shares, par value US$0.01 per share (the “Deposited Securities”) of Melco Crown Entertainment Limited (the “Company”) are hereby notified of the Company’s Annual General Meeting of shareholders. A copy of the Notice of Meeting from the Company, which includes the agenda for such meeting, is attached.

Holders of record of ADRs as of the close of business on the ADR Record Date (the “Holders”) will be entitled, subject to any applicable law, the deposit agreement entered into on 22 December 2006 between the Company, Deutsche Bank Trust Company Americas as depositary (the “Depositary”) and the Holders and beneficial owners of American Depositary Shares (“ADSs”) (the “Deposit Agreement”), the Company’s Memorandum and Articles of Association and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of voting rights, if any, pertaining to the Deposited Securities represented by their respective ADRs. Voting instructions may be given only in respect of a number of ADSs representing an integral number of ordinary shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of ADRs on the ADR Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company’s Memorandum and Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the ordinary shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such ADR in accordance with such voting instructions. Neither the Depositary nor the Custodian (as defined in the Depositary Agreement) shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, or attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise, the ordinary shares or other Deposited Securities represented by ADRs except pursuant to and in accordance with such written instructions from the Holders. Notwithstanding the above, save for applicable provisions of the law of the Cayman Islands, and in accordance with the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or for the manner in which such vote is cast or the effect of any such vote.

Deutsche Bank – Depositary Receipts

Exhibit 20.2

MELCO CROWN ENTERTAINMENT LIMITED

Notice of Annual General Meeting of Shareholders
to be held on 19 May 2009

Dear Shareholders:

You are cordially invited to attend the Annual General Meeting of Shareholders of Melco Crown Entertainment Limited (the “Company”) which will be held on 19 May 2009 at Crown Macau located at the Avenida Kwong Tung between Avenida Dr. Sun Yat Sen, Rua de Hong Chau, Rua de Nam Keng and Avenida Kwong Tung, Macau at 4:00PM (Hong Kong Time). The meeting is being held for the following purposes:

1.

Ratification of the Audited Financial Statements for the Fiscal Year 2008 and the inclusion thereof in the annual report on Form 20-F filed with the U.S. Securities and Exchange Commission.

2.

Ratification of the Appointment of the Independent Auditor Deloitte Touche Tohmatsu for the Fiscal Year 2008.

3.

Approval of proposed amendments to the Share Incentive Plan adopted on 1 December 2006 (“2006 Share Incentive Plan”) of the Company by deleting the sentence “No more than 50,000,000 of the Shares authorized to be issued under this Article 3.1(a) may be issued within five years from the date the Plan becomes effective.” in Article 3.1(a) of the 2006 Share Incentive Plan and to change the name of the Company set out therein from “Melco PBL Entertainment (Macau) Limited” to “Melco Crown Entertainment Limited”.

Only shareholders of record in the books of the Company at the close of business on 10 April 2009 will be entitled to vote at the meeting or any adjournment that may take place.

A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his/her/its place. A proxy need not be a shareholder of the Company. A form of proxy is enclosed.

Shareholders are requested to complete, date, sign and return the enclosed proxy form to reach the Company as promptly as possible but not later than 48 hours prior to the Annual General Meeting or adjourned meeting at which the proxy is to be used. The giving of such proxy will not affect your right to vote in person should you decide to attend the Annual General Meeting or adjourned meeting.

Please note that copies of the annual reports of the Company are available for shareholders. Should you want to obtain a copy, you can (1) send your request for a physical copy by e-mail to ir@melco-crown.com; (2) notify the Company of your e-mail address by sending your request to Investor Relations, Melco Crown Entertainment Limited, 36th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong and a soft copy will be sent to your e-mail address provided; (3) you may also view the annual report at the Company’s website at www.melco-crown.com.

By Order of the Board of Directors,

/s/ Lawrence (Yau Lung) Ho		/s/ James D. Packer
Lawrence (Yau Lung) Ho Co-Chairman		James D. Packer Co-Chairman

Exhibit 20.3

MELCO CROWN ENTERTAINMENT LIMITED

Annual General Meeting of Shareholders

(Name of ADR holder)

(Number of ADRs held)

Resolutions presented for consideration by the Annual General Meeting of Shareholders on 19 May 2009

Please tick (“Ö”) where appropriate

Agenda

Affirmative

Negative

Abstained

1)

Ratification of the Audited Financial Statements for the Fiscal Year 2008 and the inclusion thereof in the annual report on Form 20-F filed with the U.S. Securities and Exchange Commission.

2)

Ratification of the Appointment of the Independent Auditor Deloitte Touche Tohmatsu for the Fiscal Year 2008.

3)

Approval of proposed amendments to the Share Incentive Plan adopted on 1 December 2006 (the “2006 Share Incentive Plan”) of the Company by deleting the sentence “No more than 50,000,000 of the Shares authorized to be issued under this Article 3.1(a) may be issued within five years from the date the Plan becomes effective.” in Article 3.1(a) of the 2006 Share Incentive Plan and to change the name of the Company set out therein from “Melco PBL Entertainment (Macau) Limited” to “Melco Crown Entertainment Limited”.

(Signature)

Exhibit 99.1

FOR IMMEDIATE RELEASE

Melco Crown Entertainment Introduces Innovative “Quality of Life” Flexible
Compressed Workweek: Same Hours, More Days Off

Initiatives include a revolutionary four day, full time workweek with three days off

New York — 2 April 2009: Melco Crown Entertainment Limited (NASDAQ: MPEL), an entertainment company listed on the NASDAQ Global Select Market, today announced the launch of its “Quality of Life” program which features two innovative human resource initiatives: FlexCompress, a concept which offers a compressed workweek arrangement that allows employees to have more days off for the same hours worked, and Strawberry Life, a concept which offers a regularly scheduled part time work option with benefits that will promote job creation in Macau. These initiatives, which herald the end to the traditional six-day workweek in Macau, reiterate Melco Crown Entertainment’s commitment to introducing market leading and innovative work practices.

“The Quality of Life initiatives being announced today are evidence of our innovation and dynamism as a company,” said Lawrence Ho, Co-Chairman and CEO of Melco Crown Entertainment. “We value our employees as our key asset for success. We take a long term view of employee relationships, and are committed to providing differentiated and valuable work arrangements which are meaningful to our employees. I believe the Quality of Life initiatives we are announcing today benefit not only our employees, but also the overall community of Macau. As one of the largest employers in Macau, we provide equal opportunities for all our employees so as to enable them to achieve their full aspirations.”

These initiatives, aimed at all operational employees, will be introduced first at City of Dreams, and then rolled out to Crown Macau and Mocha Clubs by mid 2010.

FlexCompress provides an opportunity for employees to work for the same number of hours but have more days off. This innovative program will allow full-time employees working between a 40 and 48 hour workweek to compress their time at work into either four or five days each week, depending on their position and business needs. The compressed workweek puts an end to the traditional six day full time workweek in Macau.

Strawberry Life is Melco Crown Entertainment’s new “part-time with benefits” offering for all operational positions, which is an innovative industry employment option in Macau. Designed to allow Macau people to enter or return to the work force on a part-time basis, Strawberry Life gives employees the opportunity to work regularly scheduled hours while receiving a benefits package. From health benefits to a vacation package, Strawberry Life will give our employees the opportunity to stay dedicated to their primary commitment while working part-time with benefits, to maintain life balance and harmony.

“With the opening of City of Dreams in early June, we are providing approximately 7,000 new job opportunities in Macau, of which the vast majority will be hired from the local community,” continued Mr. Ho. “With deep roots in Macau, we are committed to having more than 50 percent of our core management positions held by local Macau people by the end of 2011. We want to thank everyone who attended the recent job fair for City of Dreams and we look forward to the immediate launch of our Quality of Life program.”

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Melco Crown Entertainment Limited (“the Company”) may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: growth of the gaming market and visitation in Macau; finalization of credit facilities to finance construction of projects; the completion of the construction of our hotel casino resort projects; our acquisition and development of the Macau Peninsula site; increased competition and other planned casino hotel and resort projects in Macau and elsewhere in Asia; the completion of infrastructure projects in Macau; government regulation of the casino industry; our ability to raise additional financing; obtaining approval from the Macau government for an increase in the developable gross floor area of the City of Dreams site; the formal grant of an occupancy permit for City of Dreams; our anticipated growth strategies; and our future business development, results of operations and financial condition. Further information regarding these and other risks is included in our Annual Report on Form 20-F filed on March 31, 2009 and other documents filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this press release is as of the date of this release, and the Company undertakes no duty to update such information, except as required under applicable law.

About Melco Crown Entertainment Limited

Melco Crown Entertainment Limited is a developer, owner and through a Macau subsidiary which holds a gaming sub-concession, an operator of casino gaming and entertainment casino resort facilities. The Company’s first property, Crown Macau (www.crown-macau.com), opened on May 12, 2007. Other development projects include City of Dreams, an integrated urban casino resort located in Cotai, Macau. The Company’s business also includes the Mocha Clubs (www.mochaclubs.com), which feature a total of approximately 1,300 gaming machines in eight locations and comprise the largest non-casino based operations of electronic gaming machines in Macau. The Company has entered into an agreement, subject to certain conditions, to acquire a third development site on the Macau Peninsula. For more information about the Company, please visit www.melco-crown.com.

The Company has strong support from both of its major shareholders, Melco International Development Limited (“Melco”) and Crown Limited (“Crown”). Melco is a listed company on the Hong Kong Stock Exchange and is substantially owned and led by Mr. Lawrence Ho, who is Co-Chairman, a Director and the CEO of the Company. Crown is a top-100 company listed on the Australian Stock Exchange and led by Executive Chairman James Packer, who is also Co-Chairman and a Director of the Company.

Investor Inquiries:

Geoffrey Davis, CFA

Senior Vice President, Corporate Finance

Tel: +1 212 671 1936

Email: geoffreydavis@melco-crown.com