UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
MI Developments Inc.
(Name of Issuer)
Class A Subordinate Voting Shares
(Title of Class of Securities)
55304X104
(CUSIP Number)
Anna Marie Lopez
Hotchkis and Wiley Capital Management, LLC
725 South Figueroa Street, 39th floor
Los Angeles, California 90017-5439
(213) 430-1896
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 22, 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 Sections 240.13d-1(e), 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 Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting 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).
(Continued on following pages)
13D
===================
CUSIP No. 55304X104
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hotchkis and Wiley Capital Management, LLC 95-4871957
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
2
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF 3,119,000
------------===========================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
------------===========================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING 4,534,200
PERSON WITH ------------===========================================
SHARED DISPOSITIVE POWER
10
-0-
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,534,200 shares (Ownership disclaimed pursuant to Section 13d-4
of the 1934 Act)
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
9.8%
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IA
------------====================================================================
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This Amendment No. 5 (this "Amendment") amends that certain Statement on
Schedule 13D filed on April 17, 2008, as amended by that certain Amendment No. 1
filed on May 16, 2008, Amendment No. 2 filed on March 6, 2009 and Amendment
No. 3 filed on November 13, 2009 and Amendment No. 4 filed on December 9, 2009
(collectively, the "Schedule 13D"), which relates to the Class A Subordinate
Voting Shares (the "Class A Shares") of MI Developments Inc. (the "Company").
The Company's principal offices are located at 455 Magna Drive, Aurora, Ontario,
Canada L4G 7A9.
Item 3. Source And Amount Of Funds And Other Consideration
HWCM purchased the Class A Shares on behalf of its clients in the ordinary
course of business, using the investment capital of its clients. The Class A
Shares were acquired at an average price of approximately $24.43 per share
(including commissions). The amount of investment capital used to purchase
the Class A Shares was approximately $110,765,164 (including commissions).
Item 4. Purpose Of The Transaction
Item 4 is supplemented and updated as follows:
As disclosed by the Company in its Form 6-K filed with the Securities and
Exchange Commission on December 22, 2010 (the "Company 6-K"), the Company
received on December 22, 2010 a proposal for a plan of arrangement or other form
of transaction (the "Transaction") which, if effected, would result in, among
other things and as more fully described in the Company 6-K: (i) the transfer of
the Company's horseracing, gaming and real estate development and certain other
assets and liabilities to the corporation controlled by the Stronach Trust that
owns Class B Shares of the Company (such corporation, the "ST Shareholder");
(ii) the conversion of each Class A Share of the Company into one new common
share of the Company; (iii) the conversion of each publicly held Class B Share
into 1.2 new common shares of the Company; and (iv) the cancellation of each
Class B Share held by the ST Shareholder for no consideration other than the
transfer of assets and liabilities referenced in clause (i).
In connection with the proposed Transaction, on December 22, 2010, the
Reporting Person, as holder of the Class A Shares reported herein, entered
into a Support Agreement (the "Support Agreement") with 445327 Ontario Limited,
an entity controlled by the Stronach Trust. Pursuant to the Support Agreement
and subject to the terms and conditions thereof, the Reporting Person, as a
Class A shareholder,agrees with the controlling shareholder to, among other
things, support and vote in favor of a proposal to reorganize the Company.
A copy of the Support Agreement is attached as Exhibit 1.
Pursuant to the Support Agreement and subject to the terms and conditions
thereof, the Reporting Person party to the Support Agreement has the right to
terminate its obligations under the Support Agreement under certain
conditions, including but not limited to: (i) the terms of the Transaction
changing from those set out in the term sheet attached to the Support Agreement
(the "Term Sheet") in a manner that is adverse to the Reporting Person or all
shareholders signatory to the Support Agreement in a material respect; (ii) such
Reporting Person, acting reasonably, determining that the definitive documents
relating to the Transaction do not reflect the terms contemplated in the Term
Sheet in a manner that is materially adverse to such Reporting Persons; (iii)
the execution of definitive documentation relating to the Transaction having not
occurred by January 31, 2011; or (iv) the Transaction having not been
implemented by June 30, 2011.
Although the Reporting Person does not have any specific plan or proposal to
acquire or dispose of the Class A Shares, the Reporting Person at any time and
from time to time may acquire additional Class A Shares or other securities
of the Company or, subject to the terms of the Support Agreement, transfer or
dispose of any or all of its Class A Shares depending upon an ongoing evaluation
of the investment in the Class A Shares, prevailing market conditions, other
investment pportunities, liquidity requirements of the Reporting Person and/or
other investment considerations. No Reporting Person has made a determination
regarding a maximum or minimum number of Class A Shares or other securities of
the Company which it may hold at any point in time.
Also, consistent with its investment intent, the Reporting Person may engage
in communications regarding the Company with, without limitation, one or more
shareholders of the Company, one or more officers of the Company, one or more
members of the board of directors of the Company and/or one or more potential
participants in the Transaction. Such communications may concern, without
limitation, the proposed Transaction, the Company's operations, structure,
potential reorganization plan(s) and financial relationships with Company
affiliates, as well as any other potential strategies to maximize shareholder
value.
Except to the extent the foregoing may be deemed a plan or proposal, the
Reporting Person does not have any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person
may, at any time and from time to time, review or reconsider its position
and/or change its purpose and/or formulate plans or proposals with respect
thereto.
Item 5. Interest In Securities Of The Issuer
(a) The percentage amount set forth in Row 13 for the cover page
filed herewith is calculated based upon the 46,160,564 Class A Shares
outstanding as of December 31, 2009, as reported by the Company in its Form
40-F for the fiscal year ended December 31, 2009 filed with the Securities and
Exchange Commission on March 29, 2010.
(b) The number of shares of Class A Shares as to which there is sole
power to vote or direct the vote, shared power to vote or direct the vote, sole
power to dispose or direct the disposition, or shared power to dispose or direct
the disposition for the Filing Persons is set forth on the cover page in items 7
through 10.
Note that certain of HWCM's clients have retained voting power over the Class A
Shares that they beneficially own. Accordingly, HWCM has the power to dispose
of more Class A Shares than it can vote.
(c) Information concerning transactions relating to the shares
offered through open market transactions by the Reporting Person during the
past sixty days are listed below.
Transaction date Shares purchased/(sold) Price per share
12/22/10 170,400 $28.4311
Purchase made after the announcement by the Company of the proposed transaction.
(d) The securities as to which this Schedule is filed by HWCM,
In its capacity as investment adviser, are held in HWCM clients' custodial
accounts for the benefit of its clients. These clients have the right to
receive, or the power to direct the receipt of, dividends from, or the
proceeds from the sale of, such securities. No such client is known to have
such right or power with respect to more than five percent of this class
of securities.
HWCM disclaims beneficial ownership of all securities owned for the benefit
of its clients.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: December 29, 2010
Hotchkis and Wiley Capital Management, LLC
By: /s/ Anna Marie Lopez
Name: Anna Marie Lopez
Title: Chief Operating Officer
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