- Amended Statement of Beneficial Ownership (SC 13D/A)
September 22 2009 - 11:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
MI
Developments Inc.
Class B Voting Shares
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(Title of Class of Securities)
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55304X 20 3
Craig Loverock
Senior Financial Advisor
337 Magna Drive
Aurora, Ontario L4G 7KI
(905) 726-7068
Kenneth G.
Alberstadt
Akerman Senterfitt LLP
335 Madison Avenue, Suite 2600
New York, NY 10017
(212) 880-3817
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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September 14, 2009
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(Date of Event Which Requires Filing of this Statement)
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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.
¨
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 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.
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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).
Persons who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
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CUSIP No. 55304X 20 3
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SCHEDULE 13D/A
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Page
2
of 4 Pages
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This Amendment No. 14 to Schedule 13D amends the Statement on Schedule 13D (the Statement) filed by
Frank Stronach (Mr. Stronach), on September 8, 2003, as previously amended, with respect to the Class B Voting Shares (the Class B Shares) of MI Developments Inc., an Ontario, Canada corporation (the
Company). This Amendment No. 14 is being filed to report that the Ontario Securities Commission (OSC) has dismissed the applications made by certain MID Class A shareholders challenging the Companys ability to rely on
certain exemptions from the requirements to obtain minority shareholder approval and formal valuations under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions in respect of transactions with Magna
Entertainment Corp. (MEC).
Item 1.
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Security and Issuer.
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This Statement on Schedule 13D relates to the
Class B Shares. The principal executive offices of the Company are located at 455 Magna Drive, Aurora, Ontario, Canada, L4G 7K1 7A9.
Item 2.
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Identity and Background.
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This Statement is being filed by
Mr. Stronach, the Stronach Trust, 445327 Ontario Limited (445327), Fair Enterprise Limited (Fair Enterprise) and Bergenie Anstalt (Bergenie) (collectively, the Reporting Persons).
Item 4.
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Purpose of the Transaction.
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Item 4 is amended by adding the
following:
The Ontario Securities Commission (OSC) has dismissed the applications made by certain MID Class A shareholders challenging the
Companys ability to rely on certain exemptions from the requirements to obtain minority shareholder approval and formal valuations under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions in
respect of transactions with MEC. The OSC indicated that it intends to issue reasons for the dismissal in due course.
As a result of the dismissal of
the applications by the OSC, the amendments to the secured debtor-in-possession (DIP) financing facility being provided by a wholly-owned subsidiary of the Company to MEC and certain of its subsidiaries announced on August 26, 2009 will come
into effect, subject to MEC obtaining approval of the U.S. Bankruptcy Court in Delaware to such amendments. Under the amended DIP facility, MEC must use its best efforts to market and sell all of its assets. With respect to Golden Gate
Fields, Gulfstream Park, Maryland Jockey Club and Santa Anita Park, the Company will continue to evaluate all of its alternatives, which may include the Company entering into a stalking horse purchase agreement for one or more of such assets in the
event that MEC receives no other stalking horse bids acceptable to MEC.
None of the Reporting Persons currently has plans or proposals that relate to or
would result in any of the consequences listed in paragraphs (a) through (j) of Item 4 of the Special Instructions for Complying with Schedule 13D, except as set forth in this Statement. Each of the Reporting Persons intends to
evaluate on an ongoing basis its investment in the Company and its options with respect to such investment. As a result of such evaluation, one or more of the Reporting Persons may make suggestions or adopt positions with respect to one or more
of the transactions specified in paragraphs (a) through (j) of Item 4 of the Special Instructions for Complying with Schedule 13D. Furthermore, Mr. Stronach may, in his capacity as Chairman of the Company or otherwise,
communicate with the Companys management, directors, shareholders and other parties with respect to such transactions.
The press release announcing
the OSC decision is filed as Exhibit A hereto and is incorporated herein by reference.
Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer
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Item 6 is amended by adding the following:
The Amended DIP Financing is no longer subject to the Ontario Securities
Commission rendering a decision in favor of MID, but remains subject to MEC obtaining the entry of an order by the Bankruptcy Court approving the Amended DIP Financing.
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CUSIP No. 55304X 20 3
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SCHEDULE 13D/A
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Page
3
of 4 Pages
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Item 7.
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Material to be Filed as Exhibits
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Exhibit A
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Joint Filing Agreement
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Exhibit B
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Press Release of the Company dated September 14, 2009, incorporated by reference to Exhibit 1 to Form 6-K filed by MI Developments Inc. on September 15, 2009
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CUSIP No. 55304X 20 3
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SCHEDULE 13D/A
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Page
4
of 4 Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.
Dated: September 22, 2009
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/s/ Frank Stronach
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Frank Stronach
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STRONACH TRUST
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By:
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/s/ Frank Stronach
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Name:
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Frank Stronach
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Title:
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Trustee
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445327 ONTARIO LIMITED
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By:
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/s/ Belinda Stronach
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Name:
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Belinda Stronach
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Title:
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President
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BERGENIE ANSTALT
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By:
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KRP Corporate Services Trust reg. Director of Bergenie Anstalt
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By:
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/s/ Peter Meyer
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Name:
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Peter Meyer
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Title:
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Member of the Board of Trustees
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By:
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/s/ Werner Meyer
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Name:
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Werner Meyer
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Title:
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Member of the Board of Trustees
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FAIR ENTERPRISE LIMITED
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By:
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/s/ David Campbell
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Name:
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David Campbell
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Title:
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EFG Corporate Services Limited - Director
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Authorized Signing Officer
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By:
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/s/ Kevin Mercury
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Name:
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Kevin Mercury
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Title:
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EFG Trust Company Limited - Director
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Authorized Signing Officer
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree jointly to prepare and file with regulatory authorities a
Statement on Schedule 13D/A reporting a material change in facts and hereby affirm that such Statement on Schedule 13D/A is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: September 22, 2009
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/s/ Frank Stronach
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Frank Stronach
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STRONACH TRUST
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By:
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/s/ Frank Stronach
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Name:
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Frank Stronach
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Title:
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Trustee
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445327 ONTARIO LIMITED
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By:
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/s/ Belinda Stronach
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Name:
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Belinda Stronach
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Title:
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President
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BERGENIE ANSTALT
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By:
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KRP Corporate Services Trust reg. Director of Bergenie Anstalt
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By:
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/s/ Peter Meyer
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Name:
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Peter Meyer
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Title:
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Member of the Board of Trustees
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By:
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/s/ Werner Meyer
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Name:
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Werner Meyer
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Title:
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Member of the Board of Trustees
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FAIR ENTERPRISE LIMITED
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By:
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/s/ David Campbell
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Name:
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David Campbell
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Title:
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EFG Corporate Services Limited - Director
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Authorized Signing Officer
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By:
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/s/ Kevin Mercury
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Name:
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Kevin Mercury
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Title:
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EFG Trust Company Limited - Director
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Authorized Signing Officer
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