UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 6)
Under the Securities Exchange Act of 1934
MI DEVELOPMENTS INC.
CLASS B VOTING SHARES
|
(Title of Class of Securities)
|
55304X 20 3
Craig Loverock
Magna International Inc.
337 Magna Drive
Aurora, Ontario L4G
7KI
(905) 726-7068
With a copy to:
Kenneth G. Alberstadt
Akerman Senterfitt LLP
335 Madison Avenue, Suite 2600
New York, New York 10017
(212)
880-3817
|
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.
¨
CUSIP No. 55304X 20 3
|
|
|
|
|
1.
|
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
FAIR ENTERPRISE LIMITED
|
|
|
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
|
3.
|
|
SEC Use Only
|
|
|
4.
|
|
Source of Funds (See Instructions)
OO
|
|
|
5.
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
¨
|
6.
|
|
Citizenship or Place of Organization
Jersey, Channel Islands
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7. Sole Voting Power
20,000
|
|
8. Shared Voting Power
0
|
|
9. Sole Dispositive Power
20,000
|
|
10. Shared Dispositive
0
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
20,000
|
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
x
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
3.6%
|
|
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
|
2
|
|
|
|
|
1.
|
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
BERGENIE ANSTALT
|
|
|
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
|
3.
|
|
SEC Use Only
|
|
|
4.
|
|
Source of Funds (See Instructions)
OO
|
|
|
5.
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
¨
|
6.
|
|
Citizenship or Place of Organization
Liechtenstein
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7. Sole Voting Power
0
|
|
8. Shared Voting Power
20,000
|
|
9. Sole Dispositive Power
0
|
|
10. Shared Dispositive
20,000
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
x
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
3.6%
|
|
|
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
|
|
3
Introduction.
This Amendment No. 6 to Schedule 13D amends the Statement on Schedule 13D (the
Statement
) filed by Frank Stronach (
Mr. Stronach
), the Stronach Trust and 445327
Ontario Limited (
445327
) on September 21, 2003, as previously amended (to among other things, add Bergenie Anstalt (
Bergenie
) as a reporting person), with respect to the Class B Shares (the
Class B Shares
) of MI Developments Inc., an Ontario, Canada corporation (the
Company
). By filing this Amendment No. 6, Bergenie and Fair Enterprise Limited (
Fair Enterprise
)
(i) join in Amendment No. 5 to the Statement filed by Mr. Stronach, the Stronach Trust and 445327 on April 2, 2008 (
Amendment No. 5
) and (ii) report the addition of Fair Enterprise as a reporting
person with respect to the Statement.
Item 1.
|
Security and Issuer
|
This Statement relates to the
Class B Shares. The principal executive offices of the Company are located at 455 Magna Drive, Aurora, Ontario, Canada, L4G 7K1 7A9.
Item 2.
|
Identity and Background
|
This Statement is being
filed by Bergenie and Fair Enterprise (collectively, the
Reporting Persons
).
Bergenie is a Liechtenstein anstalt.
Bergenie is an estate planning vehicle for the Stronach family. Bergenie owns all the outstanding shares of Fair Enterprise. The principal address of Bergenie is Praesidial Anstalt, Postfach 583, Aeulestrasse 38, FL-9490 Vaduz, Liechtenstein. The
executive officers and directors of Bergenie are listed in Schedule A attached hereto.
Fair Enterprise is a company organized under the
laws of Jersey, Channel Island. Fair Enterprise is an estate planning vehicle for the Stronach family. The principal business address of Fair Enterprise is 1 Seaton Place St. Helier, Jersey Channel Island IE4 8YJ. The executive officers and
directors of Fair Enterprise are listed in Schedule A attached hereto.
During the last five years, neither of the Reporting Persons, and,
to the knowledge of the Reporting Persons, none of the persons listed in Schedule A, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a 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.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
There is no change to the information previously reported in this Item 3.
Item 4.
|
Purpose for the Transaction
|
Neither of the
Reporting Persons currently has plans or proposals that relate to or would result in any of the consequences listed in paragraphs (a) through (j) of Item 4 of the Special Instructions for Complying with Schedule 13D except as set
forth in Amendment No. 5 or such as would occur upon consummation of the Plan of Arrangement (as defined in Amendment No. 5). Each of the Reporting Persons intends to evaluate on an ongoing basis their investment in the Company and their
options with respect to such investment. As a result of such evaluation, one or both of the Reporting Persons may make suggestions or adopt positions with respect to one or more of the transactions specified in clauses (a) through (j) of
Item 4 of the Special Instructions for Complying with Schedule 13D.
4
There is no other change to the information previously reported in this Item 4.
Item 5.
|
Interest in Securities of the Issuer.
|
(a) As of
the close of business on March 31, 2008, the Reporting Persons may be deemed to have beneficially owned Class B Shares as follows:
|
(i)
|
Bergenie does not hold any Class B Shares directly. Bergenie may be deemed to beneficially own 20,000 Class B Shares beneficially owned by Fair Enterprise, representing 3.6% of the
Class B Shares.
|
|
(ii)
|
Fair Enterprise beneficially owns 20,000 Class B Shares, representing 3.6% of the Class B Shares.
|
The Reporting Persons adopt all disclaimers of beneficial ownership, disclaimers regarding formation of a group and other qualifications set forth in
Item 5(a) of Amendment No. 5. The Reporting Persons specifically disclaim any intent to update the share holding information previously reported in this Item with respect to those parties that might be deemed to have formed a group with
the Stronach Group (as defined in Item 5(a) of Amendment No. 5).
There is no other change to the remainder of the information
previously reported in this Item 5(a).
(b) Mr. Stronach, Bergenie and Fair Enterprise may be deemed to share voting and
dispositive power over the Class B Shares held by Fair Enterprise.
(c) There have been no transactions in the Companys shares by the
Reporting Persons, or, to the knowledge of the Reporting Persons, by the persons listed in Schedule A in the period beginning sixty days prior to March 31, 2008.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Class B Shares of the Company reflected on
the cover pages to this Statement.
(e) Not applicable.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
There is no change to the information previously reported in this Item 6.
Item 7.
|
Material to be Filed as Exhibits.
|
|
|
|
Schedule A
|
|
List of executive officers and directors of the Reporting Persons.
|
|
|
Exhibit A
|
|
Joint Filing Agreement.
|
5
SIGNATURES
After due 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 2, 2008
|
|
|
BERGENIE ANSTALT
|
|
by Prasidial Management Anstalt Director of Bergenie Anstalt
|
|
Dietmar Strauss Director
|
Katja Brantshen Director
|
|
|
|
|
/s/ Dietmar Strauss
|
|
|
Authorized Signing Officer
|
|
|
|
|
/s/ Katja Brantshen
|
|
|
Authorized Signing Officer
|
|
FAIR ENTERPRISE LIMITED
by Jennifer Le Chevalier Director
by Kevin Victor Mercury
Director
|
|
|
|
|
/s/ Jennifer Le Chevalier
|
|
|
Authorized Signing Officer
|
|
|
|
|
/s/ Kevin Victor Mercury
|
|
|
Authorized Signing Officer
|
6
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS
Executive Officers and Directors of
Bergenie Anstalt
The following table sets forth the name, business address and present principal occupation of each director and executive
officer of Bergenie Anstalt. Citizenship of each Director and/or Officer is set out below.
|
|
|
|
|
Name
|
|
Principal Occupation
|
|
Business Address
|
Jürg Keller
(citizen of
Switzerland)
|
|
Director, Präsidial Management
Anstalt (Trust
Company)
|
|
Alvierweg 19
9490 Vaduz
Liechtenstein
|
Präisidial Management Anstalt
(Liechtenstein
anstalt)
|
|
Trust Company
|
|
Postfach 583
Aeulestrasse 38
FL-9490 Vaduz
Liechtenstein
|
Johannes Dür
(citizen of Austria)
|
|
Director, Präsidial Management
Anstalt (Trust
Company)
|
|
Reicharten 157
6932 Langen
Austria
|
Executive Officers and Directors of Fair Enterprise Limited
The following table sets forth the name, business address and present principal occupation of each director and executive officer of Fair Enterprise Limited. Citizenship
of each Director and/or Officer is set out below.
|
|
|
|
|
Name
|
|
Principal Occupation
|
|
Business Address
|
Jennifer Le Chevalier
(citizen of
Ireland)
|
|
Director of EFG Trust Company
Limited, a financial
services Limited provider
|
|
c/o EFG Reads Trust
Company Limited
P.O. Box 641, No. 1 Seaton Place
St. Helier, Jersey JE4
8YJ
|
|
|
|
Kevin Victor Mercury
(citizen of Great
Britain)
|
|
Director of EFG Trust Company
Limited, a financial
services Limited provider
|
|
c/o EFG Reads Trust
Company Limited
P.O. Box 641, No. 1 Seaton Place
St. Helier, Jersey JE4
8YJ
|
|
|
|
Bruce James Ferguson
(citizen of Great
Britain)
|
|
Director of EFG Trust Company
Limited, a financial
services Limited provider
|
|
c/o EFG Reads Trust
Company Limited
P.O. Box 641, No. 1 Seaton Place
St. Helier, Jersey JE4
8YJ
|
|
|
|
Julie Collins
(citizen of Great Britain)
|
|
Director of EFG Trust Company
Limited, a financial
services Limited provider
|
|
c/o EFG Reads Trust
Company Limited
P.O. Box 641, No. 1 Seaton Place
St. Helier, Jersey JE4
8YJ
|
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree jointly to prepare and file with regulatory
authorities a Statement on Schedule 13D/A reporting a material change in facts and hereby affirm that such Statement on Schedule 13D/A is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: April 2, 2008
|
|
|
|
|
BERGENIE ANSTALT
|
|
|
|
|
by Prasidial Management Anstalt Director of Bergenie Anstalt
|
|
|
|
|
Dietmar Strauss Director
Katja Brantshen Director
|
|
|
|
|
|
|
|
/s/ Dietmar Strauss
|
|
|
|
|
Authorized Signing Officer
|
|
|
|
|
|
|
|
/s/ Katja Brantshen
|
|
|
|
|
Authorized Signing Officer
|
|
FAIR ENTERPRISE LIMITED
|
|
|
|
|
by Jennifer Le Chevalier Director
by Kevin Victor Mercury Director
|
|
|
|
|
|
|
|
/s/ Jennifer Le Chevalier
|
|
|
|
|
Authorized Signing Officer
|
|
|
|
|
|
|
|
/s/ Kevin Victor Mercury
|
|
|
|
|
Authorized Signing Officer
|
MI Developments (NYSE:MIM)
Historical Stock Chart
From Jun 2024 to Jul 2024
MI Developments (NYSE:MIM)
Historical Stock Chart
From Jul 2023 to Jul 2024