MIM Granite Real Estate, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

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 §240.13d-7 for other parties to whom copies are to be sent.

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*          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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CUSIP No.   55304X104

 

 

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AMENDMENT NO. 10 TO SCHEDULE 13D

 

This Amendment No. 11 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, Amendment No. 8 filed on March 7, 2008, Amendment No. 9 filed on April 24, 2008 and Amendment No. 10 filed on August 26, 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 (A) Greenlight LLC for the account of Greenlight Capital, L.P. (GCLP”), of which Greenlight LLC is the general partner and Greenlight Capital Qualified, L.P. (“GCQP”), 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. (“GCO”), 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 Partners, LP and (ii) a managed account for which an affiliate of Greenlight acts as investment manager (the “Managed Account” and 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 November 4, 2008, the Reporting Persons submitted a letter to the Board of Directors of MI Developments Inc. regarding the company’s investment in Magna Entertainment Corp. A copy of the letter is attached hereto as Exhibit 14.

 

Item   5. Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) Greenlight LLC is the beneficial owner of 2,241,200 Class A Shares. Greenlight Inc. is the beneficial owner of 2,506,900 Class A Shares. Mr. Einhorn, as the principal of Greenlight and the Affiliates is the beneficial owner of 5,387,535 Class A Shares.

 

Greenlight LLC is the beneficial owner of 4.9% of the outstanding Class A Shares. Greenlight Inc. is the beneficial owner of 5.4% of the outstanding Class A Shares. Mr. Einhorn is the beneficial owner of 11.7% of the outstanding Class A Shares. These percentages were determined by dividing the number of Class A Shares beneficially owned by each of the reporting persons by 46,160,564, the number of Class A Shares outstanding as of June 30, 2008, as reported in the Issuer’s Second Quarter Report 2008, filed as an exhibit to Form 6-K on August 8, 2008.

 

(b) Greenlight LLC has the power to vote and dispose of 2,241,200 Class A Shares beneficially owned by it. Greenlight Inc. has the power to vote and dispose of 2,506,900 Class A Shares beneficially owned by it. As the principal of Greenlight and the Affiliates, Mr. Einhorn may direct the vote and disposition of 5,387,535 Class A Shares beneficially owned by Greenlight and the Affiliates.

 

The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the 5,387,535 Class A Shares reported herein. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims such beneficial ownership.

 

(c) The transactions in the Issuer’s securities in the last sixty day through accounts over which the Reporting Persons may exercise voting and/or investment discretion are listed as Annex A attached hereto and made a part hereof.

 

(d) Not Applicable.

 

(e) Not Applicable.

 

 

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Item   7. Material to be Filed as Exhibits

 

Item 7 is hereby amended by adding the following exhibit:

 

Exhibit EX-99.15 Letter submitted to MID on November 4, 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.

 

 

 

* - 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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ANNEX A

 

 

 

 

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