- Amended Statement of Beneficial Ownership (SC 13D/A)
October 19 2010 - 5:12PM
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. 16)*
MI
Developments Inc.
(Name of issuer)
Class A Subordinate Voting Shares
(Title of class of securities)
55304X 10 4
(CUSIP Number)
Kenneth G. Alberstadt
Akerman Senterfitt LLP
335 Madison Avenue, Suite 2600
New York, NY 10017
(212) 880-3817
(Name, address and telephone number of person authorized to receive notices and communications)
October 1, 2010
(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.
¨
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 10 4
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Page
2
of 5 Pages
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1
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Names of reporting persons:
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
FAIR ENTERPRISE
LIMITED
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2
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Check the appropriate box if a
member of a group (see instructions):
(a)
¨
(b)
x
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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):
N/A
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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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6
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Citizenship or place of
organization:
ONTARIO,
CANADA
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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:
70,000
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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:
70,000
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11
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Aggregate amount beneficially
owned by each reporting person:
70,000
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12
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Check if the aggregate amount in
row (11) excludes certain shares (see instructions):
x
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13
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Percent of class represented by
amount in row (11):
0.2%
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14
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Type of reporting person (see
instructions):
OO
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CUSIP No. 55304X 10 4
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Page
3
of 5 Pages
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1
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Names of reporting persons:
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
BERGENIE
ANSTALT
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2
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Check the appropriate box if a
member of a group (see instructions):
(a)
¨
(b)
x
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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):
N/A
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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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6
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Citizenship or place of
organization:
ONTARIO,
CANADA
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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:
70,000
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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:
70,000
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11
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Aggregate amount beneficially
owned by each reporting person:
70,000
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12
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Check if the aggregate amount in
row (11) excludes certain shares (see instructions):
x
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13
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Percent of class represented by
amount in row (11):
0.2%
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14
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Type of reporting person (see
instructions):
OO
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CUSIP No. 55304X 10 4
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SCHEDULE 13D/A
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Page
4
of 5 Pages
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This Amendment No. 16 to Schedule
13D amends the Statement on Schedule 13D (the Statement) filed by Frank Stronach (Mr. Stronach), on September 21, 2003, as previously amended, with respect to the Class A Subordinate Voting Shares (the Class A
Shares) of MI Developments Inc., an Ontario, Canada corporation (the Company). This Amendment No. 16 is being filed to add Fair Enterprise Limited (Fair Enterprise) and Bergenie Anstalt (Bergenie) as
reporting persons with respect to Amendment No. 15 to the Statement, which was filed with the Commission on October 1, 2010 (Amendment No. 15) to report the proposal by ST Acquisition Corp. (STAC), an entity owned by a trust
the trustees of which are members of the Stronach family, to initiate an offer to purchase (the Offer) all of the outstanding Class B Voting Shares (the Class B Shares) and the Class A Shares of the Company not
beneficially owned by STACs affiliates and associates (including the Reporting Persons (as defined below), the Stronach Trust, 445327 Ontario Limited (445327) and Mr. Stronach) (such Class A Shares and Class B Shares are
collectively referred to hereinafter as the Subject Shares). The information set forth in Amendment No. 15, including the exhibits thereto, are hereby expressly incorporated by reference in response to all items of this Amendment No. 16
and is supplemented by information specifically provided herein.
Item 1.
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Security and Issuer.
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The information
previously reported in Item 1 of Amendment No. 15 is incorporated herein by reference.
Item 2.
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Identity and Background.
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This Statement
is being filed by Bergenie and Fair Enterprise (jointly, the Reporting Persons).
Item 3.
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Source and Amount of Funds or Other Consideration.
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The information previously reported in Item 3 of Amendment No. 15 is incorporated herein by reference.
Item 4.
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Purpose of the Transaction.
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The
information previously reported in Item 4 of Amendment No. 15 is incorporated herein by reference.
Item 5.
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Interest in Securities of the Issuer.
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(a)
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The Reporting Persons may be deemed to beneficially own Class A Shares as follows:
Bergenie does not hold any Class A Shares directly. Bergenie and Fair
Enterprise may each be deemed to beneficially own 50,000 Class A Shares held by Fair Enterprise and 20,000 Class A Shares issuable upon conversion of Class B Shares held by Fair Enterprise, representing approximately 0.2% of the Class A Shares in
the aggregate.
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The Reporting Persons may be deemed to constitute a group with respect to the acquisition, holding, voting and
disposition of Class A Shares beneficially owned by the Stronach Trust, 445327, Mr. Stronach and each Reporting Person. The filing of this amendment shall not be construed as an admission that such a group exists or that any Reporting Person
beneficially owns any Class A Shares that are held or beneficially owned by any other Reporting Person or by the Stronach Trust, 445327 or Mr. Stronach. Without limitation of the foregoing, each Reporting Person disclaims beneficial ownership of
Class A Shares held by any other person or entity for purposes other than U.S. securities law purposes.
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(b)
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Mr. Stronach, Bergenie and Fair Enterprise may be deemed to share voting and dispositive power over the Class B Shares
held by Fair Enterprise. Each other Reporting Person may be deemed to have sole voting and dispositive power over the Class B Shares beneficially owned by such Reporting Person.
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(c)
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There have been no transactions in the Companys shares by the Reporting Persons, or, to the knowledge of the
Reporting Persons, by the persons listed in Schedule A during the past sixty days.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of,
the Class A Shares reflected on the cover pages to this Statement.
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer
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The information previously reported in Item 6 of Amendment No. 15 is incorporated herein by reference.
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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The information previously
reported in Item 7 of Amendment No. 15 is incorporated herein by reference.
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CUSIP No. 55304X 10 4
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SCHEDULE 13D/A
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Page
5
of 5 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: October 19, 2010
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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 - Director
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Title:
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Authorized Signing Officer
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By:
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/s/ Anna Bereuter
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Name:
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Anna Bereuter - Director
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Title:
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Authorized Signing Officer
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FAIR ENTERPRISE LIMITED
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By:
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/s/ Sean Coughlan
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Name:
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Sean Coughlan
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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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SCHEDULE
A
EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS
Executive Officers and Directors of Bergenie Anstalt
The following table sets forth the name, business address and present principal occupation of each director and executive officer of Bergenie Anstalt. Citizenship of each Director and/or Officer is set
out below.
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Name
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Principal Occupation
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Business Address
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Peter Meyer
(citizen of Switzerland)
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Director, KRP Corporate Services
Trust reg.;
Director, Kaiser Ritter
Partner
Trust Services Ansalt
(Trust
Company)
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c/o Pflugstrasse 10/12
FL-9490
Vaduz
Liechtenstein
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KRP Corporate Services Trust reg.
(registered Liechtenstein Trust)
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Trust Company
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Postfach 1157
Pflugstrasse
10/12
FL-9490 Vaduz
Liechtenstein
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Anna Bereuter
(citizen of Austria)
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Director, KRP Corporate Services
Trust reg.;
Director, Kaiser Ritter
Partner
Trust Services Anstalt
(Trust
Company)
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c/o Pflugstrasse 10/12
FL-9490
Vaduz
Liechtenstein
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Executive Officers and Directors of Fair Enterprise Limited
The following table
sets forth the name, business address and present principal occupation of each director and executive officer of Fair Enterprise Limited. Citizenship of each Director and/or Officer is set out below.
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Name
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Principal Occupation
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Business Address
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Jennifer Le Chevalier
(citizen of Ireland)
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Director of EFG Trust Company
Limited, a financial services
Limited
provider
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c/o EFG Reads Trust
Company Limited
P.O. Box 641, No. 1 Seaton
Place
St. Helier, Jersey JE4 8YJ
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Kevin Victor Mercury
(citizen of Great Britain)
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Director of EFG Trust Company
Limited, a financial services
Limited
provider
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c/o EFG Reads Trust
Company Limited
P.O. Box 641, No. 1 Seaton
Place
St. Helier, Jersey JE4 8YJ
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Bruce James Ferguson
(citizen of Great Britain)
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Director of EFG Trust Company
Limited, a financial services
Limited
provider
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c/o EFG Reads Trust
Company Limited
P.O. Box 641, No. 1 Seaton
Place
St. Helier, Jersey JE4 8YJ
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Julie Collins
(citizen of Great Britain)
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Director of EFG Trust Company
Limited, a financial services
Limited
provider
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c/o EFG Reads Trust
Company Limited
P.O. Box 641, No. 1 Seaton
Place
St. Helier, Jersey JE4 8YJ
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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 any further amendments related thereto,
and hereby affirm that such Statement on Schedule 13D/A and any such further amendments are 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: October 19, 2010
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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 - Director
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Title:
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Authorized Signing Officer
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By:
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/s/ Anna Bereuter
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Name:
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Anna Bereuter - Director
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Title:
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Authorized Signing Officer
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FAIR ENTERPRISE LIMITED
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By:
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/s/ Sean Coughlan
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Name:
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Sean Coughlan
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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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