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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
*
MI Developments Inc.
|
(Name of Issuer)
|
Class A Subordinate Voting Shares
|
(Title of Class of Securities)
|
55304X104
|
(Cusip Number)
|
Mark C. Wehrly
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
(415) 421-2132
|
(Name, Address, and Telephone Number of
Person
Authorized to Receive Notices and
Communications)
|
March 31, 2008
|
(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 of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
o
.
Note:
Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all
exhibits.
See
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).
(Continued on following pages)
Page
1 of 38 Pages
Exhibit Index Found on Page 32
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover
page. (The Reporting Persons may be deemed members of a group –
see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
547,400
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
547,400
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
547,400
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.2%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
2 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Institutional Partners,
L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover
page. (The Reporting Persons may be deemed members of a group –
see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
408,900
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
408,900
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
408,900
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.9%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
3 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Institutional Partners II,
L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover
page. (The Reporting Persons may be deemed members of a group –
see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
34,200
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
34,200
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
34,200
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.1%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
4 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Institutional Partners III,
L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover
page. (The Reporting Persons may be deemed members of a group –
see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
31,000
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
31,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
31,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.1%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
5 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Tinicum Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover
page. (The Reporting Persons may be deemed members of a group –
see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
18,800
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
18,800
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,800
|
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)
PN
|
|
|
|
|
Page
6 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Offshore Investors II,
L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover
page. (The Reporting Persons may be deemed members of a group –
see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
691,687
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
691,687
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
691,687
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.5%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
7 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Management, L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
1,629,613
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
1,629,613
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,629,613
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.5%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IA, OO
|
|
|
|
|
Page
8 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Partners, L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
1,731,987
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
1,731,987
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,731,987
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.8%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
|
|
|
|
Page
9 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
William F. Duhamel
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
3,361,600
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,361,600
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,361,600
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
10 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Richard B. Fried
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
3,361,600
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,361,600
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,361,600
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
11 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Monica R. Landry
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
3,361,600
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,361,600
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,361,600
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
12 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Douglas M. MacMahon
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
3,361,600
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,361,600
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,361,600
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
13 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
William F. Mellin
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
3,361,600
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,361,600
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,361,600
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
14 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Stephen L. Millham
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
3,361,600
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,361,600
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,361,600
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
15 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Jason E. Moment
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
3,361,600
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,361,600
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,361,600
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
16 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Ashish H. Pant
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
India
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
3,361,600
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,361,600
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,361,600
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
17 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Rajiv A. Patel
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
3,361,600
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,361,600
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,361,600
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
18 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Derek C. Schrier
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
3,361,600
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,361,600
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,361,600
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
19 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Andrew J. M. Spokes
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
3,361,600
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,361,600
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,361,600
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
20 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Thomas F. Steyer
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
3,361,600
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,361,600
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,361,600
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
21 of 38 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Mark C. Wehrly
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,361,600 Class A Shares, which is 7.3% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
3,361,600
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,361,600
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,361,600
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
22 of 38 Pages
This Amendment No. 2 to Schedule 13D amends the Schedule 13D initially
filed on May 11, 2006 (collectively, with all amendments thereto, the “Schedule
13D”).
Item
2.
Identity And Background
Item 2 of the Schedule 13D is amended and restated in its entirety as
follows:
(a)
This statement is filed by the entities and persons listed below, all of
whom together are referred to herein as the “Reporting Persons.”
The Farallon Funds
|
(i)
|
Farallon Capital Partners, L.P., a California limited
partnership (“FCP”), with respect to the Class A Shares
held by it;
|
|
(ii)
|
Farallon Capital Institutional Partners, L.P., a
California limited partnership (“FCIP”), with respect to
the Class A Shares held by it;
|
|
(iii)
|
Farallon Capital Institutional Partners II, L.P., a
California limited partnership (“FCIP II”), with respect to
the Class A Shares held by it;
|
|
(iv)
|
Farallon Capital Institutional Partners III, L.P., a
Delaware limited partnership (“FCIP III”), with respect to
the Class A Shares held by it;
|
|
(v)
|
Tinicum Partners, L.P., a New York limited partnership
(“Tinicum”), with respect to the Class A Shares held by it;
and
|
|
(vi)
|
Farallon Capital Offshore Investors II, L.P., a Cayman
Islands exempted limited partnership (“FCOI II”), with
respect to the Class A Shares held by it.
|
FCP, FCIP, FCIP II, FCIP III, Tinicum and FCOI II are together referred
to herein as the “Farallon Funds.”
The Management Company
|
(vii)
|
Farallon Capital Management, L.L.C., a Delaware limited
liability company (the “Management Company”), with respect
to the Class A Shares held by an account managed by the Management
Company (the “Managed Account”).
|
The Farallon General Partner
|
(viii)
|
Farallon Partners, L.L.C., a Delaware limited liability
company which is the general partner of each of the Farallon Funds (the
“Farallon General Partner”), with respect to the Class A
Shares held by each of the Farallon Funds.
|
Page
23 of 38 Pages
The Farallon Managing Members
|
(viii)
|
Each of the following persons who is a managing member
of both the Farallon General Partner and the Management Company with
respect to the Class A Shares held by the Farallon Funds and the
Managed Account: William F. Duhamel (“Duhamel”), Richard B.
Fried (“Fried”), Monica R. Landry (“Landry”),
Douglas M. MacMahon (“MacMahon”), William F. Mellin
(“Mellin”), Stephen L. Millham (“Millham”),
Jason E. Moment (“Moment”), Ashish H. Pant
(“Pant”), Rajiv A. Patel (“Patel”), Derek C.
Schrier (“Schrier”), Andrew J. M. Spokes
(“Spokes”), Thomas F. Steyer (“Steyer”) and
Mark C. Wehrly (“Wehrly”).
|
Duhamel, Fried, Landry, MacMahon, Mellin, Millham, Moment, Pant, Patel,
Schrier, Spokes, Steyer and Wehrly are together referred to herein as the
“Farallon Individual Reporting Persons.”
By virtue of the Support Agreement (as described below), if the
Reporting Persons were deemed to be members of a group with 2167951 Ontario Inc., an
entity indirectly controlled by the Stronach Trust or its affiliates, the Reporting
Persons could be deemed to have become owners of the Class A Shares or Class
B Voting Shares beneficially owned by such entities. To the extent 2067951 Ontario
Inc., the Stronach Trust or their affiliates consider themselves a group with the
Reporting Persons, such entities are responsible solely for the information contained
in their separate filings on Schedule 13D. See Item 5 for additional information
regarding the Class A Shares or Class B Voting Shares which such entities may be deemed
to beneficially own.
(b)
The address of the principal business office of (i) the Farallon Funds,
the Farallon General Partner and the Management Company is One Maritime Plaza, Suite
2100, San Francisco, California 94111 and (ii) each of the Farallon Individual
Reporting Persons is set forth in Annex 1 hereto.
(c)
The principal business of each of the Farallon Funds is that of a
private investment fund engaging in the purchase and sale of investments for its own
account. The principal business of the Farallon General Partner is to act as the
general partner of the Farallon Funds. The principal business of the Management Company
is that of a registered investment adviser. The principal business of each of the
Farallon Individual Reporting Persons is set forth in Annex 1 hereto.
(d)
None of the Farallon Funds, the Management Company, the Farallon General
Partner or any of the Farallon Individual Reporting Persons has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
None of the Farallon Funds, the Management Company, the Farallon General
Partner or any of the Farallon Individual Reporting Persons has, during the last five
years, been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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.
Page
24 of 38 Pages
(f)
The citizenship of each of the Farallon Funds, the Farallon General
Partner and the Management Company is set forth above.
The other information required by Item 2 relating to the identity and
background of the Reporting Persons is set forth in Annex 1 hereto.
Item 4
.
Purpose Of
The Transaction
Item 4 of the Schedule 13D is supplemented and updated as
follows:
As disclosed by the Company in its Form 6-K filed with the Securities
and Exchange Commission on March 31, 2008 (the “6-K”), the Company received
a reorganization proposal on the date hereof which, if effected, would result in, among
other things, the transfer of the Company’s real estate business to a new company
which following completion of the reorganization would be owned approximately 80% by
the existing Class A and Class B shareholders of the Company, 10% by a company
controlled by the Stronach Trust (“Stronach Trust”) and 10% by Magna
International Inc. (the “Transaction”). As part of such Transaction, each
of the Company’s Class A Shares would be exchanged for US$15.50 in cash and
certain securities of a new Canadian publicly-traded company (the “Transaction
Consideration”).
In connection with the proposed reorganization, on March 31, 2008,
certain of the Reporting Persons, as holders of the Company’s Class A Shares
reported herein, entered into a Support Agreement (the “Support Agreement”)
with 2167951 Ontario Inc., a new Ontario corporation formed for the purpose of
participating in the Transaction and controlled indirectly by Stronach Trust. Pursuant
to the Support Agreement and subject to the terms and conditions thereof, certain
of the Reporting Persons agreed, among other things, (i) to vote (or cause to be voted)
all Class A Shares of the Company owned or controlled by such persons in favor of the
Transaction, (ii) except under certain circumstances, not to sell or otherwise transfer
any of its Class A Shares or undertake certain actions that would prevent such persons
from carrying out its obligations under the Support Agreement, and (iii) to execute and
deliver a proxy to the Company in respect of a meeting of shareholders called to
approve the Transaction as contemplated by the Support Agreement.
Pursuant to the Support Agreement and subject to the terms and
conditions thereof, the Reporting Persons who are a party to the
Support Agreement have the right to terminate their obligations under the
Support Agreement under certain conditions, including but not limited to (i) the
Company’s Board of Directors not calling a meeting of Company shareholders to
approve the Transaction by May 30, 2008, (ii) the terms of the Transaction changing
from those contained in the term sheet attached to the Support Agreement in a manner
that is adverse to the Reporting Persons or any other shareholder that is a signatory
to the Support Agreement in a material respect and (iii) such Reporting Persons, acting
reasonably, determining that the definitive documents do not reflect the terms
contemplated in the term sheet attached to the Support Agreement or are not customary
for a transaction of
this
nature in a
manner that is materially adverse to such Reporting Persons.
The Company has informed the Reporting Persons that the shareholders
listed on Schedule A to the Support Agreement constitute all of the shareholders that,
as of the date of this filing, have executed either the Support Agreement or a support
agreement with terms similar to those of the Support Agreement. The Reporting Persons
do not intend to update this Schedule 13D to reflect
Page 25 of 38 Pages
that they have learned that other shareholder(s) will or will not
execute the Support Agreement or a similar support agreement.
This summary of the Support Agreement is qualified in its entirety by
the full terms and conditions of the Support Agreement attached as Exhibit 4 to this
Schedule 13D, which exhibit is incorporated by reference herein.
Although no Reporting Person has any specific plan or proposal to
acquire or dispose of Class A Shares, each Reporting Person at any time and from time
to time may acquire additional Class A Shares or, subject to the terms of the Support
Agreement, dispose of any or all of its Class A Shares depending upon an ongoing
evaluation of the investment in the Class A Shares, prevailing market conditions, other
investment opportunities, liquidity requirements of the Reporting Person and/or other
investment considerations. No Reporting Person has made a determination regarding a
maximum or minimum number of Class A Shares which it may hold at any point in
time.
Also, the Reporting Persons may engage in communications with, without
limitation, one or more shareholders of the Company, one or more officers of the
Company, one or more members of the board of directors of the Company and/or one or
more potential participants in the Transaction regarding the Company, including but not
limited to its operations and the proposed Transaction.
Item 5
.
Interest
In Securities Of The Issuer
Item 5 of the Schedule 13D is amended and restated in its entirety as
follows:
|
(a),(b)
|
The information set forth in Rows 7 through 13 of the
cover page hereto for each Farallon Fund is incorporated herein by
reference for each such Farallon Fund. The percentage amount set forth
in Row 13 for all cover pages filed herewith is calculated based upon
the 46,160,564 Class A Shares outstanding as reported by the Company in
its Form 40-F for the fiscal year ended December 31, 2007 filed with
the Securities and Exchange Commission on March 28, 2008.
|
|
(c)
|
There have been no purchases or sales of Class A Shares
by the Farallon Funds in the past 60 days.
|
|
(d)
|
The Farallon General Partner has the power to direct the
receipt of dividends relating to, or the disposition of the proceeds of
the sale of, all of the Class A Shares held by the Farallon Funds as
reported herein. The Farallon Individual Reporting Persons are managing
members of the Farallon General Partner.
|
|
(b)
|
The Management Company
|
Page 26 of
38 Pages
|
(a),(b)
|
The information set forth in Rows 7 through 13 of the cover
page hereto for the Management Company is incorporated herein by
reference.
|
|
(c)
|
There have been no purchases or sales of Class A Shares
by the Management Company on behalf of the Managed Account in the past
60 days.
|
|
(d)
|
The Management Company has the power to direct the
receipt of dividends relating to, or the disposition of the
proceeds of the sale of, all of the Class A Shares held
by
|
the Managed Account as reported herein. The Farallon Individual
Reporting Persons are managing members of the Management Company.
|
(c)
|
The Farallon General Partner
|
|
(a),(b)
|
The information set forth in Rows 7 through 13 of the
cover page hereto for the Farallon General Partner is incorporated
herein by reference.
|
|
(d)
|
The Farallon General Partner has the power to direct the
receipt of dividends relating to, or the disposition of the proceeds of
the sale of, all of the Class A Shares held by the Farallon Funds as
reported herein. The Farallon Individual Reporting Persons are managing
members of the Farallon General Partner.
|
|
(d)
|
The Farallon Individual Reporting
Persons
|
|
(a),(b)
|
The information set forth in Rows 7 through 13 of the
cover page hereto for each Farallon Individual Reporting Person is
incorporated herein by reference for each such Farallon Individual
Reporting Person.
|
|
(d)
|
The Farallon General Partner has the power to direct the
receipt of dividends relating to, or the disposition of the proceeds of
the sale of, all of the Class A Shares held by the Farallon Funds as
reported herein. The Management Company has the power to direct the
receipt of dividends relating to, or the disposition of the proceeds of
the sale of, all the Class A Shares held by the Managed Account as
reported herein. The Farallon Individual Reporting Persons are managing
members of both the Farallon General Partner and the Management
Company.
|
Page
27 of 38 Pages
The Class A Shares reported hereby for the Farallon Funds are owned directly by the
Farallon Funds and those reported by the Management Company on behalf of the Managed
Account are owned directly by the Managed Account. The Management Company, as
investment adviser to the Managed Account, may be deemed to be the beneficial owner of
all such Class A Shares owned by the Managed Account. The Farallon General Partner, as
general partner to the Farallon Funds, may be deemed to be the beneficial owner of all
such Class A Shares owned by the Farallon Funds. The Farallon Individual Reporting
Persons, as managing members of both the Farallon General
Partner and the Management Company with the power to exercise investment
discretion, may each be deemed to be the beneficial owner of all such Class A Shares
owned by the Farallon Funds and the Managed Account.
Each of
the Management Company, the Farallon General Partner and the Farallon Individual
Reporting Persons hereby disclaims any beneficial ownership of any such Class A
Shares.
In addition, if by virtue of the Support Agreement the Reporting Persons
were deemed to be a group with 2167951 Ontario Inc., Stronach Trust or their
affiliates within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of
1934, as amended, the Reporting Persons would be deemed to beneficially own
the Class A Shares or Class B Voting Shares owned by such entities.
Based on publicly available information, the Reporting Persons believe the
Stronach Trust beneficially owns approximately 363,482 Class B Voting Shares and that
the Stronach Trust, Frank Stronach and their affiliates or associates may beneficially
own certain other Class A Shares or Class B Voting Shares. The Reporting Persons have
no financial interest in, and no voting or dispositive power with respect to,
any securities beneficially owned by such entities, and disclaim beneficial
ownership over any securities beneficially owned by such
entities
.
Item 6
.
Contracts,
Arrangements, Understandings Or Relationships With Respect To Securities Of The
Issuer
Item 6 of the Schedule 13D is amended and restated in its entirety as
follows:
Except for the Support Agreement and as otherwise described above, there
are no contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons or between such persons and any other person with respect
to any securities of the Company, including but not limited to the transfer or voting
of any securities of the Company, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or
the giving or withholding of proxies.
Item 7
.
Materials
To Be Filed As Exhibits
There is filed herewith as Exhibit 3 a written agreement relating to the
filing of joint acquisition statements as required by Section 240.13d-1(k) under the
Securities Exchange Act of 1934, as amended. There is filed herewith as Exhibit 4 the
Support Agreement.
Page
28 of 38 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: April 1, 2008
/s/ Monica R. Landry
FARALLON PARTNERS, L.L.C.,
On its own behalf and
as the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
TINICUM PARTNERS, L.P. and
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.
By Monica R. Landry,
Managing Member
/s/ Monica R. Landry
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Monica R. Landry,
Managing Member
/s/ Monica R. Landry
Monica R. Landry, individually and as attorney-in-fact for each of
William F. Duhamel, Richard B. Fried, Douglas M. MacMahon, William F. Mellin, Stephen
L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew
J. M. Spokes, Thomas F. Steyer and Mark C. Wehrly
The Power of Attorney executed by each of Duhamel, Fried, MacMahon,
Mellin, Millham, Moment, Pant, Patel, Schrier, Steyer and Wehrly authorizing Landry to
sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D
filed with the Securities and Exchange Commission on July 2, 2007 by such Reporting
Persons with respect to the Common Stock of Armor Holdings, Inc., is hereby
incorporated by reference. The Power of Attorney executed by Spokes authorizing Landry
to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D
filed with the Securities and Exchange Commission on August 28, 2007 by such Reporting
Person with respect to the Common Stock of Global Gold Corporation, is hereby
incorporated by reference.
Page
29 of 38 Pages
ANNEX
1
Set forth below with respect to the Management Company and the Farallon
General Partner is the following information: (a) name; (b) address; (c) principal
business; (d) state of organization; and (e) controlling persons. Set forth below with
respect to each Farallon Individual Reporting Person is the following information: (a)
name; (b) business address; (c) principal occupation; and (d) citizenship.
1.
|
The Management Company
|
|
(a)
|
Farallon Capital Management, L.L.C.
|
|
(b)
|
One Maritime Plaza, Suite 2100
|
San Francisco, California 94111
|
(c)
|
Serves as investment adviser to various managed
accounts
|
|
(d)
|
Delaware limited liability company
|
|
(e)
|
Managing Members: Thomas F. Steyer, Senior Managing
Member; William F. Duhamel, Alice F. Evarts, Richard B. Fried, Monica
R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham,
Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier,
Andrew J. M. Spokes, Gregory S. Swart and Mark C. Wehrly, Managing
Members.
|
2.
|
The Farallon General Partner
|
|
(a)
|
Farallon Partners, L.L.C.
|
|
(b)
|
c/o Farallon Capital Management, L.L.C.
|
One Maritime Plaza, Suite 2100
San Francisco, California 94111
|
(c)
|
Serves as general partner to investment
partnerships
|
|
(d)
|
Delaware limited liability company
|
|
(e)
|
Managing Members: Thomas F. Steyer, Senior Managing
Member; William F. Duhamel, Alice F. Evarts, Richard B. Fried, Monica
R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham,
Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier,
Andrew J. M. Spokes, Gregory S. Swart and Mark C. Wehrly, Managing
Members.
|
3.
|
Managing Members of the Management Company and the
Farallon General Partner
|
Each of the managing members of the Management Company and the Farallon
General Partner other than Gregory S. Swart, Ashish H. Pant and Andrew J. M. Spokes is
a citizen of the United States. Gregory S. Swart is a citizen of New Zealand. Ashish H.
Pant is a citizen of India. Andrew J. M. Spokes is a citizen of the United Kingdom. The
business address of each of the managing members of the Management Company and the
Farallon General Partner is c/o Farallon Capital Management, L.L.C., One Maritime
Plaza, Suite 2100, San Francisco, California 94111. The principal occupation of Thomas
F. Steyer is serving as senior managing member of both the Management Company and the
Farallon General Partner. The principal occupation of each other managing member of the
Management
Page
30 of 38 Pages
Company and the Farallon General Partner is serving as a managing member
of both the Management Company and the Farallon General Partner. None of the managing
members of the Management Company and the Farallon General Partner has any additional
information to disclose with respect to Items 2-6 of the Schedule 13D that is not
already disclosed in the Schedule 13D.
Page
31 of 38 Pages
EXHIBIT INDEX
EXHIBIT 3
|
Joint Acquisition Statement Pursuant to Section
240.13d-1(k)
|
EXHIBIT 4
|
Support Agreement
|
Page
32 of 38 Pages
EXHIBIT 3
to
SCHEDULE 13D
JOINT
ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition statements.
The undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information concerning
him, her or it contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other entities or persons, except to the
extent that he, she or it knows or has reason to believe that such information is
inaccurate.
Dated: April 1, 2008
FARALLON PARTNERS, L.L.C.,
On its own behalf and
as the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
TINICUM PARTNERS, L.P. and
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.
By Monica R. Landry,
Managing Member
/s/ Monica R. Landry
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Monica R. Landry,
Managing Member
/s/ Monica R. Landry
Monica R. Landry, individually and as attorney-in-fact for each of
William F. Duhamel, Richard B. Fried, Douglas M. MacMahon, William F. Mellin, Stephen
L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew
J. M. Spokes, Thomas F. Steyer and Mark C. Wehrly
Page
33 of 38 Pages
EXHIBIT 4
to
SCHEDULE 13D
SUPPORT AGREEMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which are acknowledged, the shareholders (the
“Shareholders”) of MI Developments Inc. (the “Company”) listed
in the attached Schedule A, and such other direct or indirect shareholders of the
Company who may execute a counterpart of this Agreement, agree as follows with respect
to a plan of arrangement (the “Transaction”) substantially on the terms and
subject to the conditions set out in the attached Schedule B. For this purpose, each of
the Shareholders further agrees as follows with respect to itself:
|
1.
|
2167951 Ontario Inc. (“Investco”) will
propose the Transaction to the board of directors (the
“Board”) of the Company and request that the Board take all
action required to implement the Transaction as soon as reasonably
practicable in accordance with all applicable legal and regulatory
requirements.
|
|
2.
|
Each Shareholder agrees to vote (or cause to be voted)
all Class A Subordinate Voting Shares and Class B Shares of the Company
(the “Shares”) owned or controlled by that Shareholder in
favour of the Transaction.
|
|
3.
|
Each Shareholder confirms that it owns or controls the
class and number of Shares set out below its signature on the
counterpart executed by it and has the authority to vote or direct the
voting of such Shares as contemplated by this Agreement.
|
|
4.
|
For so long as this Agreement remains in effect, as to
each Shareholder, each Shareholder shall not sell or otherwise transfer
any Shares or take any other action that would prevent it from carrying
out its obligations under this Agreement except that the Shareholder
may sell or otherwise transfer all or part of the Shares to a person,
corporation or entity that agrees to be bound by the terms hereof and
executes a counterpart to this Agreement.
|
|
5.
|
Each Shareholder has the right to terminate its
obligations under this Agreement by giving notice to the Company
if:
|
|
(a)
|
the terms of the Transaction are changed from those set
out in Schedule B in a manner that is adverse to that Shareholder or to
all Shareholders in a material respect;
|
|
(b)
|
the Shareholder, acting reasonably, determines that the
definitive documents do not reflect the terms contemplated in the Term
Sheet or
|
Page 34 of 38 Pages
are not customary for a transaction of this nature in a
manner that is materially adverse to the Shareholder;
|
(c)
|
the Board has not called a meeting of shareholders of
the Company to approve the Transaction by May 30, 2008;
|
|
(d)
|
the meeting of shareholders of the Company to approve
the Transaction has occurred;
|
|
(e)
|
less than 30% of all outstanding Class A Subordinate
Voting Shares remain subject to this Agreement; or
|
|
(f)
|
the Transaction has not been completed by July 30,
2008.
|
Investco agrees to promptly notify each Shareholder if it
becomes aware of the occurrence of any of the foregoing events except for the event
referred to in (d) above.
|
6.
|
Each Shareholder confirms that it has been a long-time
investor in the Company and has sufficient knowledge of and access to
information concerning the Company and its Shares to decide to enter
into this Agreement. Each Shareholder further confirms that any factors
peculiar to that Shareholder, including non-financial factors, that
were considered relevant by that Shareholder in assessing the terms of
the Transaction did not have the effect of reducing the consideration
that otherwise would have been considered acceptable by that
Shareholder. Nothing in this paragraph shall be construed as meaning or
implying that the Shareholder possesses any undisclosed information
relating to the Company.
|
|
7.
|
Each Shareholder agrees to execute and deliver a proxy
to the Company in respect of the meeting of shareholders called to
approved the Transaction as contemplated by this Agreement.
|
|
8.
|
This Agreement is an agreement between each Shareholder
and Investco, and no Shareholder has an agreement with any other
Shareholder and no Shareholder may enforce this Agreement against any
other Shareholder. Only Investco may enforce this Agreement against a
Shareholder. There are no third party beneficiaries of this Agreement.
Each Shareholder confirms that in negotiating and executing this
Agreement it did not intend and did not become a “group”
(as defined in Rule 13d of the Securities Exchange Act) with any other
Shareholder with respect to the matters contemplated herein. This
Agreement may not be amended as to any Shareholder without its consent
in writing.
|
Page 35 of 38 Pages
This Agreement shall be governed by the laws of the
Province of Ontario and shall take effect upon the execution and delivery of this
Agreement or a counterpart hereof by each of the Shareholders listed in Schedule
A.
DATED the 30th day of March, 2008.
Richard B. Fried
|
(Print Name of Shareholder)
|
/s/ Richard B. Fried
(Signature of Shareholder or Authorized
Signatory)
Managing Member
(Print Name and Title)
3,361,600
(Number of Class A Subordinate Voting Shares
Held)
0
(Number of Class B Shares Held)
(Indicate if Shares are Owned or Controlled and if
Controlled or not Owned Directly, print name(s) of Registered
Shareholder(s))
Page 36 of 38 Pages
SCHEDULE A
SUPPORTING SHAREHOLDERS
Cliffwood Partners LLC
Donald Smith & Co., Inc.
Farallon Capital Management, L.L.C.
Mackenzie Financial Corporation
Mackenzie Cundill
RS Investment Management Co. LLC
445327 Ontario Limited
Fair Enterprise Limited
Deferred Profit Sharing Plan for Canadian Employees of
Magna International Inc.
Deferred Profit Sharing Plan for US Employees of Magna
International Inc.
865714 Ontario Inc.
MIC Trust
Donald Walker
Page 37 of 38 Pages
SCHEDULE B
TERM SHEET
Page
38 of 38 Pages