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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under
the Securities Exchange Act of 1934
(Amendment No. )*
(Name
of Issuer)
Class A Subordinate Voting Shares
(Title
of Class of Securities)
(CUSIP
Number)
Terry R. Otton
RS Investment Management Co. LLC
388 Market Street, Suite 1700
San Francisco, CA
94111
(415) 591-2700
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
x
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on
the remainder of this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
55304X104
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1.
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Names of Reporting Persons
The Guardian Life Insurance Company of America
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
New York
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
-0-
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8.
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Shared
Voting Power
4,130,460
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9.
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Sole
Dispositive Power
-0-
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10.
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Shared Dispositive Power
4,130,460
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,130,460
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
9.0%
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14.
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Type
of Reporting Person (See Instructions)
IC, HC
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2
CUSIP
No.
55304X104
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1.
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Names of Reporting Persons
Guardian Investor Services LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
-0-
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8.
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Shared
Voting Power
4,130,460
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9.
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Sole
Dispositive Power
-0-
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10.
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Shared Dispositive Power
4,130,460
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,130,460
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
9.0%
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14.
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Type
of Reporting Person (See Instructions)
IA, BD, HC
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3
CUSIP
No.
55304X104
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1.
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Names of Reporting Persons
RS Investment Management Co. LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
-0-
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8.
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Shared
Voting Power
4,130,460
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9.
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Sole
Dispositive Power
-0-
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10.
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Shared Dispositive Power
4,130,460
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,130,460
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
9.0%
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14.
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Type
of Reporting Person (See Instructions)
IA
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4
Item 1. Security
and Issuer
This statement relates to Class A
Subordinate Voting Shares (the Class A Shares) of MI Developments, Inc.
(the Company). The Companys principal
offices are located at 455 Magna Drive, Aurora, Ontario, Canada L4G 7A9.
Item 2. Identity And Background
Set forth below with respect to The Guardian Life Insurance Company of
America, Guardian Investor Services LLC, and RS Investment Management Co. LLC
is the following information: (a) name; (b) address; (c) principal
business; (d) state of organization; (e) control persons; and (f) and
(g) other information required by Item 2.
(a) This
statement is filed by the entities listed below, all of whom together are
referred to herein as the Reporting Persons.
The Guardian Life Insurance Company of America
Guardian Investor Services LLC
RS Investment Management Co. LLC
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 Guardian Life
Insurance Company of America and Guardian Investor Services LLC is 7 Hanover
Square, New York, NY 10004, and (ii) RS
Investment Management Co. LLC is 388 Market Street, Suite 1700, San
Francisco, CA 94111.
(c) The
Guardian Life Insurance Company of America is an insurance company and the
parent company of Guardian Investor Services LLC and the indirect parent
company of RS Investment Management Co. LLC.
Guardian Investor Services LLC is a registered investment adviser, a
registered broker-dealer, and the parent company of RS Investment Management
Co. LLC. RS Investment Management Co.
LLC is a registered investment adviser.
(d) The
Guardian Life Insurance Company of America is a New York mutual insurance
company. Guardian Investor Services LLC
and RS Investment Management Co. LLC are Delaware limited liability companies.
(e) The
officers and directors of the Reporting Persons (Control Persons) are listed
on Annex 1 to this Schedule 13D.
(f) None of
the Reporting Persons has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(g) None of
the 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. On October 6, 2004, certain affiliates of RS
Investment Management Co. LLC, including its predecessor in investment advisory
activities, entered into settlement agreements with the Securities and Exchange
Commission (the SEC) and the Office of the New York State Attorney General
(the
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NYAG). In the settlement with
the SEC, the affiliates consented to the entry of an order by the SEC
instituting and settling administrative and cease-and-desist proceedings
against them. A copy of the SEC order is
available on the SECs Web site at www.sec.gov , and a copy of the settlement
agreement with the NYAG is available on the NYAGs Web site at
www.oag.state.ny.us .
Set forth on Annex 1 to this Schedule D with respect to each Control
Person is the following information: (a) name; (b) business address; (c) principal
occupation; (d) citizenship; and (e) and (f) other information
required by Item 2.
Item 3. Source of Funds
RS Investment Management Co. LLC is a registered investment adviser
that purchases securities, including the Class A Shares, for its clients
using client funds.
Item 4. Purpose Of The
Transaction
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 Companys
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 Companys 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 Companys 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
Companys 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 March 31, 2008, 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 that they have learned that other shareholder(s) will or will not
execute the Support Agreement or a similar support agreement.
6
This summary of the Support Agreement is qualified in its entirety by
the full terms and conditions of the Support Agreement attached as Exhibit 2
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
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(a),(b)
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The information set forth in Rows 7 through 13 of the cover
page hereto for each Reporting Person is incorporated herein by
reference for each such Reporting Person. The percentage amount set forth in
Row 13 for all cover pages filed herewith is calculated based upon the
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.
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(c)
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The following is a list of transactions by RS Investment Management
Co. LLC on behalf of its clients in the last 60 days:
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DATE
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SHARES
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NET TRADE
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TYPE
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02/14/08
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3300
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78224
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open mkt purch
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02/07/08
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500
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12010
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open mkt sale
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02/08/08
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2400
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57620
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open mkt sale
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02/11/08
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200
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4801
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open mkt sale
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02/12/08
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700
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16764
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open mkt sale
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02/13/08
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3870
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92648
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open mkt sale
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02/07/08
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200
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4804
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open mkt sale
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02/08/08
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40
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960
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open mkt sale
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02/08/08
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660
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15846
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open mkt sale
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02/11/08
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100
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2400
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open mkt sale
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02/12/08
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40
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958
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open mkt sale
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02/12/08
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160
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3832
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open mkt sale
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02/13/08
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40
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958
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open mkt sale
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02/13/08
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600
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14364
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open mkt sale
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02/13/08
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400
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9576
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open mkt sale
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02/07/08
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150
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3603
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open mkt sale
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02/07/08
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50
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1201
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open mkt sale
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02/08/08
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700
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16806
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open mkt sale
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02/11/08
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100
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2400
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open mkt sale
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02/12/08
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50
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1197
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open mkt sale
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02/12/08
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150
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3592
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open mkt sale
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02/13/08
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50
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1197
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open mkt sale
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7
02/13/08
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600
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14364
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open mkt sale
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02/13/08
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400
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9576
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open mkt sale
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02/07/08
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500
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12010
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open mkt sale
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02/08/08
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3003
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72098
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open mkt sale
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02/11/08
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300
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7201
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open mkt sale
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02/12/08
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900
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21554
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open mkt sale
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02/13/08
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3697
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88506
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open mkt sale
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02/13/08
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700
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16758
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open mkt sale
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02/07/08
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300
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7206
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open mkt sale
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02/08/08
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1400
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33612
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open mkt sale
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02/11/08
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100
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2400
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open mkt sale
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02/12/08
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400
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9579
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open mkt sale
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02/13/08
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1100
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26334
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open mkt sale
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02/13/08
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1049
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25113
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open mkt sale
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02/07/08
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500
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12010
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open mkt sale
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02/08/08
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2100
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50418
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open mkt sale
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02/11/08
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200
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4801
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open mkt sale
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02/12/08
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600
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14369
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open mkt sale
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02/13/08
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3300
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79002
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open mkt sale
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02/13/08
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50
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1197
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open mkt sale
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(d)
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RS Investment Management Co. LLC, on behalf of its clients, 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 as reported
herein.
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The Class A Shares reported hereby for RS Investment Management
Co. LLC are owned directly by its clients (the RS Clients). RS
Investment Management Co. LLC, as investment adviser to the RS Clients, may be
deemed to be the beneficial owner of all such Class A Shares owned by the
RS Clients. Guardian Investor Services LLC, as the parent company of RS
Investment Management Co. LLC, may be deemed to be the beneficial owner of all
such Class A Shares owned by the RS Clients. The Guardian Life Insurance
Company of America, as the parent company of Guardian Investor Services LLC and
the indirect parent company of RS Investment Management Co. LLC, may be deemed
to be the beneficial owner of all such Class A Shares owned by the RS
Clients.
Each of The Guardian Life Insurance
Company of America, Guardian Investor Services LLC, and RS Investment
Management Co. LLC 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 363,414 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.
8
Item 6. Contracts,
Arrangements, Understandings Or Relationships With Respect To Securities Of The
Issuer
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, finders 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 1 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 2
the Support Agreement.
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 10, 2008
THE
GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By:
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/s/
Thomas G. Sorell
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Thomas
G. Sorell
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Executive
Vice President and Chief Investment Officer
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GUARDIAN
INVESTOR SERVICES LLC
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By:
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/s/
Thomas G. Sorell
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Thomas
G. Sorell
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Executive
Vice President and Chief Investment Officer
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RS
INVESTMENT MANAGEMENT CO. LLC
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By:
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/s/
Terry R. Otton
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Terry
R. Otton
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Chief
Executive Officer
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ANNEX 1
to
SCHEDULE 13D
Set forth below with respect to each Control Person is the following
information: (a) name; (b) business address; (c) principal
occupation; (d) citizenship; and (e) and (f) other information
required by Item 2.
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
(a) The
officers and directors of The Guardian Life Insurance Company of America are as
follows: Robert E. Broatch (EVP and CFO); Joseph A. Caruso (EVP and Corporate
Secretary); Armand M. de Palo (EVP and Corporate Actuary); Gary B. Lenderink
(EVP, Risk Management Products); Dennis J. Manning (President, CEO, and
Director); Margaret A. Skinner (EVP, Individual Products Distribution); Thomas
G. Sorell (EVP and CIO); Rone Baldwin (EVP, Group Insurance); D. Scott Dolfi
(EVP, Retirement Products and Services); Lloyd E. Campbell (Director); John B.
Caswell (Director); Richard E. Cavanaugh (Director); Kay Knight Clarke
(Director); James E. Daley (Director); Deborah L. Duncan
9
(Director); Leo R. Futia (Director); Paul B. Guenther (Director); James
A. Kennedy (Director); Joseph D. Sargent (Director); Eric K. Shinseki
(Director); John A. Somers (Director); and Donald C. Waite, III (Director)
(the GLICOA Control Persons).
(b) The
business address of each of the GLICOA Control Persons is 7 Hanover Square, New
York, NY 10004.
(c) Robert E. Broatch (EVP and CFO), Joseph A.
Caruso (EVP and Corporate Secretary), Armand M. de Palo (EVP and Corporate
Actuary), Gary B. Lenderink (EVP Risk Management Products), Dennis J.
Manning (President, CEO, and Director), Margaret A. Skinner (EVP, Individual
Products Distribution), Thomas G. Sorell (EVP and CIO), Rone Baldwin (EVP,
Group Insurance), D. Scott Dolfi (EVP, Retirement Products and Services), James
E. Daley (Director); Leo R. Futia (Director), Paul B. Guenther (Director),
James A. Kennedy (Director), Joseph D. Sargent (Director), Eric K. Shinseki
(Director), and John A. Somers (Director) are employed by or can be reached c/o
The Guardian Life Insurance Company of America at 7 Hanover Square, New York,
NY 10004. Lloyd E. Campbell is a Managing Director
Rothschild at 1251 Avenue of the Americas, New York, NY 10020. John B. Caswell is President and CEO of The
Omnia Group, Inc. at 601 South Boulevard, Tampa, FL 33606. Richard E. Cavanaugh is a Professor Harvard
University in Cambridge, MA. Kay Knight
Clarke is President of Templeton, Ltd. at 89 River Road, East Haddam, CT
06423. Deborah L. Duncan is EVP and CFO
of Fremont Group at 199 Fremont Street, San Francisco, CA 94105. Donald C.
Waite, III is an Adjunct Professor at Columbia University at 2960
Broadway, New York, NY 10027.
(d) Each of
the GLICOA Control Persons is a U.S. citizen.
(e) None of
the GLICOA Control Persons has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(f) None of
the GLICOA Control 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.
GUARDIAN INVESTOR SERVICES LLC
(a)
Guardian Investor Services LLC is 100%-owned by The Guardian Life Insurance
Company of America. The officers and
directors of Guardian Investor Services LLC are as follows: Robert
E. Broatch (Director); Joseph A. Caruso (Director); Armand M. de Palo
(Director); Gary B. Lenderink (Director); Dennis J. Manning (Director);
Margaret A. Skinner (President); Thomas G. Sorell (EVP and CIO), and Donald P.
Sullivan, Jr. (EVP, Broker-Dealer, Equity Administration) (the GIS
Control Persons).
(b) The
business address of each of the GIS Control Persons is 7 Hanover Square, New
York, NY 10004.
(c) Each of
the GIS Control Persons is employed by The Guardian Life Insurance Company of
America at 7 Hanover Square, New York, NY
10004 (see information regarding GLICOA Control Persons above).
(d) Each of
the GIS Control Persons is a U.S. citizen.
(e) None of
the GIS Control Persons has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(f) None of
the GIS Control 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
10
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.
RS INVESTMENT MANAGEMENT CO. LLC
(a)
Guardian Investor Services LLC (which is 100%-owned by The Guardian Life
Insurance Company of America) is the majority owner of RS Investment Management
Co. LLC. The officers and directors of
RS Investment Management Co. LLC are as follows: George R. Hecht (Director); Terry R. Otton
(CEO and Director); Dennis J. Manning (Chairman); Robert E. Broatch (Director);
Thomas G. Sorell (Director); Margaret W. Skinner (Director); Paul B. Guenther
(Director); Michael G. McCaffery (Director); James E. Klescewski (CFO);
Benjamin L. Douglas (General Counsel); and John J. Sanders, Jr. (Chief
Compliance Officer) (the RS Control Persons).
(b) The
business address of each of the RS Control Persons is 388 Market Street, Suite 1700,
San Francisco, CA 94111.
(c) Dennis
J. Manning, Robert E. Broatch, Thomas G. Sorell, and Margaret W. Skinner are employed
by the The Guardian Life Insurance Company of America at 7 Hanover Square, New
York, NY 10004 (see information regarding GLICOA Control Persons above). Terry R. Otton (CEO and Director), James E.
Klescewski (CFO), Benjamin L. Douglas (General Counsel), John J. Sanders, Jr.
(Chief Compliance Officer), George R. Hecht (Director), and Paul B. Guenther
(Director) are employed by or can be reached c/o RS Investment Management Co.
LLC at 388 Market Street, Suite 1700, San Francisco, CA 94111. Michael G.
McCaffery is the CEO of Makena Capital Management at 2500 Sand Hill Road, Suite 205,
Menlo Park, CA 94025
(d) Each of
the RS Control Persons is a U.S. citizen.
(e) None of
the RS Control Persons has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(f) None of
the RS Control 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.
EXHIBIT 1
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 10, 2008
11
THE
GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By:
|
/s/
Thomas G. Sorell
|
|
|
Thomas
G. Sorell
|
|
|
Executive
Vice President and Chief Investment Officer
|
|
|
|
|
|
GUARDIAN
INVESTOR SERVICES LLC
|
|
|
|
By:
|
/s/
Thomas G. Sorell
|
|
|
Thomas
G. Sorell
|
|
|
Executive
Vice President and Chief Investment Officer
|
|
|
|
|
|
RS
INVESTMENT MANAGEMENT CO. LLC
|
|
|
|
By:
|
/s/
Terry R. Otton
|
|
|
Terry
R. Otton
|
|
|
Chief
Executive Officer
|
|
|
|
|
|
EXHIBIT 2
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:
|
12
|
(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 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.
|
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)
|
13
|
/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))
|
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
14
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