MI Developments Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
April 24 2008 - 6:03AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9 )*
(Name of Issuer)
Class A Subordinate Voting Shares, no par value
(Title of Class of Securities)
(CUSIP Number)
Greenlight Capital, L.L.C.
140 East 45th Street, Floor 24
New York, New York 10017
Tel. No.: (212) 973-1900
Attention: Chief Operating Officer
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
April 22, 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 §§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 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).
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1
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NAMES OF REPORTING PERSONS
Greenlight Capital, L.L.C.; 13-3886851
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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)
o
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(b)
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)
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AF
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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)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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2,234,000
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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2,234,000
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,234,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
Greenlight Capital, Inc.; 13-3871632
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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)
o
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(b)
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)
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AF
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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)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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2,466,000
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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2,466,000
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,466,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.3%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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NAMES OF REPORTING PERSONS
David Einhorn
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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)
o
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(b)
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)
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AF
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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)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States Citizen
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7
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SOLE VOTING POWER
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NUMBER OF
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4,975,000
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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4,975,000
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,975,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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AMENDMENT NO. 9 TO SCHEDULE 13D
This Amendment No. 9 to Schedule 13D (the “Amendment”) is being filed on behalf of Greenlight
Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc.,
a Delaware corporation (“Greenlight Inc.” and together with Greenlight LLC, “Greenlight”), and Mr.
David Einhorn, the principal of each of Greenlight LLC and Greenlight Inc. Greenlight and Mr.
Einhorn are referred to herein as the “Reporting Persons.” This Amendment modifies the original
Schedule 13D filed with the Securities and Exchange Commission on August 11, 2004, as amended by
Amendment No. 1 filed on September 2, 2004, Amendment No. 2 filed on January 18, 2005, Amendment
No. 3 filed on April 8, 2005, Amendment No. 4 filed on April 15, 2005, Amendment No. 5 filed on
August 2, 2005, Amendment No. 6 filed on October 18, 2005, Amendment No. 7 filed on December 1,
2006 and Amendment No. 8 filed on March 7, 2008.
This Amendment relates to Class A Subordinated Voting Shares, no par value (the “Class A
Shares”), of MI Developments Inc., a Canadian company (“MID” or the “Issuer”), owned by Greenlight
LLC for the account of (A) Greenlight Capital, L.P., of which Greenlight LLC is the general partner
and Greenlight Capital Qualified, L.P., of which Greenlight LLC is the general partner, and (B) the
Class A Shares purchased by Greenlight Inc. for the account of Greenlight Capital Offshore, Ltd.,
for which Greenlight Inc. is the investment advisor. This Amendment also relates to the Class A
Shares purchased by affiliates of Greenlight for the accounts of (i) Greenlight Masters, LP, (ii)
Greenlight Masters Qualified, LP, (iii) Greenlight Masters Offshore, Ltd., (iv) Greenlight Masters
Offshore I, Ltd., (v) Greenlight Masters Offshore Partners, L.P. and (vi) a managed account for
which an affiliate of Greenlight acts as investment manager (collectively, the “Affiliates”). Mr.
Einhorn is the principal of each of the Affiliates.
Item 4.
Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following:
On April 22, 2008, the Reporting Persons submitted a letter to the
special committee of the board of directors of the Issuer to advise it that Greenlight would vote against the reorganization proposal from Mr. Frank Stronach, and
to provide additional information for the committee to consider while analyzing the proposal. A copy of the letter is attached hereto as Exhibit 13.
Item 7.
Material to be Filed as Exhibits
Item 7 is hereby amended by adding the following exhibit:
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Exhibit 13
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Letter submitted to
MID’s Special Committee on April 22, 2008.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated:
April 23, 2008
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GREENLIGHT CAPITAL, L.L.C.
|
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By:
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/s/ DANIEL ROITMAN
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Name:
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Daniel Roitman
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Title:
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Chief Operating Officer
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GREENLIGHT CAPITAL, INC.
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By:
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/s/ DANIEL ROITMAN
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Name:
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Daniel Roitman
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Title:
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Chief Operating Officer
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/s/ DANIEL ROITMAN
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Daniel Roitman, on behalf of David Einhorn
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The Power of Attorney, executed by David Einhorn authorizing Harry Brandler and Daniel Roitman
to sign and file this Schedule 13D/A on David Einhorn’s behalf, which was filed with the Schedule
13G filed with the Securities and Exchange Commission on July 18, 2005, by the Reporting Persons
with respect to the Ordinary Shares of Flamel Technologies S.A. is hereby incorporated by
reference.
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