- Amended Statement of Beneficial Ownership (SC 13D/A)
December 23 2010 - 5:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
(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.
Page 2 of 9
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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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|
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EACH
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9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
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|
PERSON
|
|
0
|
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|
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|
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)
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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.
Page 3 of 9
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1
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NAMES OF REPORTING PERSONS
North Run Advisors, LLC
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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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|
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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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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
|
|
|
|
NUMBER OF
|
|
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
|
|
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.
Page 4 of 9
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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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|
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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
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|
|
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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
|
|
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.
Page 5 of 9
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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
|
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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
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
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.
Page 6 of 9
This Amendment No. 3 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 of North Run. 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 (
Class A 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.
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 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.
On December 22, 2010, the Master Fund, along with other Class A shareholders, collectively
representing over 50% of the Issuers Class A Shares, entered into a Support Agreement with the
Issuers controlling shareholder, a company controlled by the Stronach Trust (affiliated with Frank
Stronach, the Issuers Chairman and CEO). Under the Support Agreement, each such Class A
shareholder agrees with the controlling shareholder to, among other things, support and vote in
favor of a proposal to reorganize the Issuer. A copy of the Support Agreement is attached as
Exhibit 2. The proposed reorganization would eliminate the Issuers dual class share structure by
(1) cancelling the Class B Voting Shares (the
Class B Shares
) held by the controlling shareholder
in exchange for the transfer of the Issuers horseracing, gaming and certain real estate assets
(together with related assets and liabilities) to the controlling shareholder, and (2) converting
the remaining Class B Shares (at 1.2:1 ratio) and Class A Shares (at 1:1 ratio) into common stock.
The Issuer would retain its income-producing real estate property business and would be restricted
from engaging in or having an interest in any business relating to horse racing or gaming. A new
board of directors would be elected by shareholders other than the controlling shareholder at a
meeting to approve the reorganization transaction, with nominees to be proposed by the supporting
shareholders. The Support Agreement limits the transfer of shares during the pendency of the
agreement and terminates if specified deadlines for the reorganization transaction are not met or
upon a vote of stockholders with respect to the transaction, among other circumstances.
Except as otherwise provided in the Support Agreement, the Reporting Persons will make their own
voting and investment decisions with respect to the Shares, independent of the decision-making by
other shareholders of the Issuer. In addition, the Reporting Persons have no voting or dispositive
power with respect to the shares beneficially owned by the controlling shareholder and its
affiliates (383,414 Class B Shares and 50,000 Class A Shares based on
their most recent public filings) nor the shares beneficially owned
by the other Class A shareholders who have entered into the
Support Agreement (approximately 20,736,444 Class A Shares based
on publicly available information), and the Reporting Persons disclaim beneficial ownership over any securities held by
such entities.
Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons do not
have any plans or proposals described in clauses (a) (j) of the instructions to Item 4 of
Schedule 13D. The Reporting Persons may from time to time review or reconsider their plans and
proposals with respect to the Shares.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
Issuer
The Support Agreement, attached as Exhibit 2, is an agreement between each of the Class A
shareholders party thereto and the Issuers controlling shareholder to support and vote in favor of
a proposal to reorganize the Issuer. The proposed reorganization would eliminate the Issuers dual
class share structure by (1) cancelling the Class B shares held by the controlling shareholder in
return for the transfer of the Issuers horseracing, gaming and certain real estate assets
(together with related assets and liabilities) to the controlling shareholder, and (2) converting
the remaining Class B Shares (at 1.2:1 ratio) and Class A Shares (at 1:1 ratio) into common stock.
The Support Agreement limits the transfer of shares during the pendency of
the agreement and terminates if specified deadlines for the reorganization transaction are not met
or upon a vote of stockholders with respect to the transaction, among other circumstances.
Item 7.
Material to be Filed as Exhibits
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Exhibit 1
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Joint Filing Agreement, dated December 23, 2010
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Exhibit 2
|
|
Support Agreement, dated on or about December 22, 2010, between
the controlling shareholder and the Class A shareholders of MI
Developments Inc. named therein
|
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: December 23, 2010
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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:
|
/s/
Thomas B. Ellis
|
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Name:
|
Thomas B. Ellis
|
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|
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Title:
|
Member
|
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|
|
and
|
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By:
|
/s/
Todd B. Hammer
|
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|
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Name:
|
Todd B. Hammer
|
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|
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Title:
|
Member
|
|
|
|
NORTH RUN GP, LP
|
|
|
By:
|
North Run Advisors, LLC, its general partner
|
|
|
|
By:
|
/s/
Thomas B. Ellis
|
|
|
|
Name:
|
Thomas B. Ellis
|
|
|
|
Title:
|
Member
|
|
|
|
and
|
|
|
By:
|
/s/
Todd B. Hammer
|
|
|
|
Name:
|
Todd B. Hammer
|
|
|
|
Title:
|
Member
|
|
|
|
|
|
|
|
NORTH RUN ADVISORS, LLC
|
|
|
By:
|
/s/
Thomas B. Ellis
|
|
|
|
Name:
|
Thomas B. Ellis
|
|
|
|
Title:
|
Member
|
|
|
|
and
|
|
|
By:
|
/s/
Todd B. Hammer
|
|
|
|
Name:
|
Todd B. Hammer
|
|
|
|
Title:
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Thomas B. Ellis
|
|
|
Thomas B. Ellis
|
|
|
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|
|
|
|
|
|
/s/
Todd B. Hammer
|
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|
Todd B. Hammer
|
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