- Amended Statement of Beneficial Ownership (SC 13D/A)
April 02 2009 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
(Name of Issuer)
Class A Subordinate Voting Shares, no par value
(Title of Class of Securities)
(CUSIP Number)
North Run Capital, LP
One International Place, Suite 2401
Boston, MA 02110
(617) 310-6130
Attention: General Counsel
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
(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 persons 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
North Run Capital, LP
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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)
þ
*
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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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0
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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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2,365,800
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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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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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2,365,800
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,365,800
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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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5.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.
2
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1
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NAMES OF REPORTING PERSONS
North Run GP, LP
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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)
þ
*
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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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0
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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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2,365,800
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EACH
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9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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0
|
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WITH
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10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
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2,365,800
|
|
|
|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,365,800
|
|
|
|
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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5.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.
3
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1
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NAMES OF REPORTING PERSONS
North Run Advisors, LLC
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|
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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
|
|
(b)
þ
*
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3
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SEC USE ONLY
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|
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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|
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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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|
|
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7
|
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SOLE VOTING POWER
|
|
|
|
NUMBER OF
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|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,365,800
|
|
|
|
|
EACH
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9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,365,800
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,365,800
|
|
|
|
12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.1%
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|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.
4
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1
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NAMES OF REPORTING PERSONS
Todd B. Hammer
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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)
þ
*
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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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|
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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
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7
|
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SOLE VOTING POWER
|
|
|
|
NUMBER OF
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|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,365,800
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,365,800
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,365,800
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
5.1%
|
|
|
|
14
|
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.
5
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1
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NAMES OF REPORTING PERSONS
Thomas B. Ellis
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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
|
|
(b)
þ
*
|
|
|
|
3
|
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SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
AF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
|
|
|
|
|
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7
|
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SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,365,800
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
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|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,365,800
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,365,800
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
5.1%
|
|
|
|
14
|
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.
6
SCHEDULE 13D
This Amendment No. 2 to Schedule 13D (as amended, the
Schedule 13D
) is being filed on behalf of
North Run Advisors, LLC, a Delaware limited liability company (
North Run
), North Run GP, LP, a
Delaware limited partnership (the
GP
), North Run Capital, LP, a Delaware limited partnership (the
Investment Manager
), Todd B. Hammer and Thomas B. Ellis. Todd B. Hammer and Thomas B. Ellis are
the principals and sole members and limited partners, as applicable, of North Run, the GP and the
Investment Manager. North Run is the general partner for both the GP and the Investment Manager.
The GP is the general partner of North Run Capital Partners, LP, a Delaware limited partnership
(the
Fund
), North Run Qualified Partners, LP, a Delaware limited partnership (the
QP Fund
), and
North Run Master Fund, LP, a Cayman Island exempted limited partnership (the
Master Fund
). The
Fund, the QP Fund and North Run Offshore Partners, Ltd., a Cayman Island exempted company (the
Offshore Fund
), are also general partners of the Master Fund. This Schedule 13D relates to Class
A Subordinate Voting Shares of MI Developments Inc., an Ontario corporation (the
Issuer
), held by
the Master Fund (the
Shares
).
Except as set forth below, all previously reported items remain unchanged.
Item 4.
Purpose of the Transaction
The Shares were acquired and are held for investment purposes. The Shares were acquired in the
ordinary course of business and not for the purpose of changing or influencing control of the
Issuer.
7
The Reporting Persons will monitor and evaluate their investment in the Issuer on a continuing
basis and may engage in discussions with management, the board of directors of the Issuer and other
stockholders of the Issuer concerning the business, operations and future plans of the Issuer.
Depending on various factors, including, without limitation (a) the Issuers business, operations,
assets, financial condition and prospects; (b) market, general economic and other conditions; and
(c) other investment opportunities available to the Reporting Persons, the Reporting Persons may
take such actions with respect to this investment as they deem appropriate including, without
limitation, (1) acquiring additional Shares or other securities of the Issuer, (2) making proposals
to the Issuer regarding changes in the capitalization, ownership structure, operations or board
representation, or (3) disposing of some or all of the Shares. Any such additional purchases or
sales of the Shares may be in open market or privately negotiated transactions or otherwise.
Collectively with other large shareholders, together representing close to half of the outstanding
Class A Shares as of March 4, 2009, the Reporting Persons have retained counsel to explore the
legal remedies available to shareholders of the Issuer in connection with related party
transactions involving Magna Entertainment Corp., including whether claims should be asserted
against directors of the Issuer. Such counsel has engaged in correspondence informing the Issuers
board of directors of such initiative, and urging the Ontario Securities Commission to examine and
pursue appropriate enforcement action, and the Reporting Persons expect correspondence and
communications on this and related matters, including appropriate judicial and regulatory
submissions, to continue from time to time. The parties to such representation have not agreed to
act together for the purpose of acquiring, holding, voting or disposing of equity securities of the
Issuer, and the Reporting Persons expressly disaffirm the existence of a group among the
Reporting Persons and such shareholders within the meaning of Rule 13d-5 under the Act. The
Reporting Persons will make their own voting and investment decisions with respect to the Shares,
independent of any such decision-making by the other shareholders party to such representation.
Item 5.
Interest in Securities of the Issuer
(c)
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The trade date, number of Shares, and price per Share (including commissions) for all
purchases and sales of Class A Shares in the 60 days preceding April 2, 2009 by the Reporting
Persons are as follows: 529,744 Shares purchased February 5, 2009 for $5.80 per share; 710,692
Shares purchased February 9, 2009 for $7.55 per share; 55,700 Shares purchased March 11, 2009
for $5.50 per share; 4,500 Shares purchased March 12, 2009 for $5.60 per share; 200 Shares
purchased March 17, 2009 for $5.60 per share and 5,400 Shares purchased March 20, 2009 for
$5.60 per share. Such transactions were open-market transactions effected by the Master Fund.
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Item 7.
Material to be Filed as Exhibits
Exhibit 1
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Joint Filing Agreement, dated April 2, 2009, between North Run, the GP, the Investment
Manager, Todd B. Hammer and Thomas B. Ellis.
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8
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 2, 2009
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NORTH RUN CAPITAL, LP
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By:
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North Run Advisors, LLC, its general partner
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By:
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/s/
Thomas B. Ellis
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Name:
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Thomas B. Ellis
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Title:
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Member
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and
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By:
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/s/
Todd B. Hammer
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Name:
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Todd B. Hammer
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Title:
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Member
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NORTH RUN GP, LP
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By:
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North Run Advisors, LLC, its general partner
|
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By:
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/s/
Thomas B. Ellis
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Name:
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Thomas B. Ellis
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Title:
|
Member
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and
|
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By:
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/s/
Todd B. Hammer
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Name:
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Todd B. Hammer
|
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Title:
|
Member
|
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9
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NORTH RUN ADVISORS, LLC
|
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|
|
By:
|
/s/
Thomas B. Ellis
|
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|
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Name:
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Thomas B. Ellis
|
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|
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Title:
|
Member
|
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|
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and
|
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By:
|
/s/
Todd B. Hammer
|
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Name:
|
Todd B. Hammer
|
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|
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Title:
|
Member
|
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|
/s/
Thomas B. Ellis
|
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|
Thomas B. Ellis
|
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|
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|
/s/
Todd B. Hammer
|
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|
Todd B. Hammer
|
|
10
EXHIBIT INDEX
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
Exhibit 1
|
|
Joint Filing Agreement, dated April 2, 2009, between North Run, the GP, the Investment Manager,
Todd B. Hammer and Thomas B. Ellis.
|
11
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