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

For the month of April 2011

Commission File Number: 001-33178

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 1, 2011

Exhibit 20.1

DEUTSCHE BANK TRUST COMPANY AMERICAS

Trust & Securities Services
Global Equity Services

24 March 2011

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 the Cayman Islands
Meeting Details:		Annual General Meeting of Shareholders of Melco Crown Entertainment Limited on 18 May 2011 — 4:00 p.m. (HK Time) at Electronic, 5/F, Hard Rock Hotel, Estrada do Istmo, Cotai, Macau.
Meeting Agenda:		The Company’s Notice of Meeting including the Agenda is attached
Voting Deadline:		On or before 12 May 2011 at 3:00 p.m. (New York City Time)
ADR Record Date:		1 April 2011
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 Deposit 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.

Exhibit 20.2

MELCO CROWN ENTERTAINMENT LIMITED

Notice of Annual General Meeting of Shareholders
to be held on 18 May 2011

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 18 May 2011 at Electronic, 5/F, Hard Rock Hotel, Estrada do Istmo, Cotai, Macau at 4:00 p.m. (Hong Kong Time). The meeting is being held for the following purposes:

1.		Ratification of the Audited Financial Statements for the Fiscal Year 2010 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 2010.

Only shareholders of record in the books of the Company at the close of business on 1 April 2011 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/ Stephanie Cheung
Stephanie Cheung
Company Secretary

Exhibit 20.3

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 May 18, 2011

Agenda				Affirmative		Negative		Abstained
1)		Ratification of the Audited Financial Statements for the Fiscal Year 2010 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 2010.

(Signature)

Exhibit 99.1

FOR IMMEDIATE RELEASE

Melco Crown Entertainment’s Annual Report for 2010
Available on Company Website

New York, April 1, 2011 — Melco Crown Entertainment Limited (NASDAQ: MPEL) (the “Company”), a developer and owner of casino gaming and entertainment resort facilities focused on the Macau market, today announced that it has filed its Annual Report on Form 20-F for 2010 (“Annual Report”) with the Securities and Exchange Commission.

A downloadable version of the Annual Report is available on the Company’s website at www.melco-crown.com. Shareholders may receive a hard copy of the Annual Report free of charge upon request. Requests for the Annual Report can be made through the Investor Relations section of the Company’s website.

Annual General Meeting of Shareholders

The Company will hold its Annual General Meeting of Shareholders on 18 May 2011 at Electronic, 5/F, Hard Rock Hotel, Estrada do Istmo, Cotai, Macau at 4:00 p.m. (Hong Kong Time). Additional information is provided in the Depositary’s Notice of Annual General Meeting of the Registrant, Registrant’s Notice of its Annual General Meeting and Voting Card.

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; 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; the formal grant of occupancy permits for areas of City of Dreams undergoing construction and/or development; 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 April 1, 2011 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 (the “Company”), 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 currently operates Altira Macau (www.altiramacau.com) (formerly Crown Macau), a casino hotel located at Taipa, Macau and City of Dreams (www.cityofdreamsmacau.com), 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 1,600 gaming machines in eight locations and comprise the largest non-casino based operations of electronic gaming machines in Macau. 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-50 company listed on the Australian Stock Exchange and led by Executive Chairman Mr. James Packer, who is also Co-Chairman and a Director of the Company.

Investment Community, please contact:
 
Geoffrey Davis, CFA
Chief Financial Officer
Tel: +1 212 671 1936 or +852 2598 3601
Email: geoffreydavis@melco-crown.com

For media enquiry, please contact:
 
Maggie Ma
Head of Corporate Communications
Tel: +852 3151 3767
Email: maggiema@melco-crown.com