- Amended Statement of Beneficial Ownership (SC 13D/A)
January 05 2011 - 1:54PM
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. 19)*
(Name of issuer)
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Class B Subordinate Voting Shares
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(Title of class of securities)
(CUSIP
number)
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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)
(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 20 3
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1
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Names of reporting
persons:
FAIR ENTERPRISE LIMITED
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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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:
20,000
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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:
20,000
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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):
3.7%
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14
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Type of reporting person (see
instructions):
OO
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CUSIP No. 55304X 20 3
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1
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Names of reporting
persons:
BERGENIE ANSTALT
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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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:
20,000
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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:
20,000
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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):
3.7%
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14
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Type of reporting person (see
instructions):
OO
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CUSIP No. 55304X 20 3
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SCHEDULE 13D/A
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Page 4 of 5 Pages
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This Amendment No. 19 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. 19 is being filed to add Fair Enterprise Limited (Fair Enterprise) and Bergenie Anstalt (Bergenie) as reporting persons with respect to Amendment No. 18 to
the Statement, which was filed with the Commission on December 23, 2010 (Amendment No. 18) to report (i) a proposal supported by Mr. Stronach, the Stronach Trust and 445327 Ontario Limited (445327) to
reorganize the Company as described in Amendment No. 18 and (ii) the suspension of the previously reported proposal by ST Acquisition Corp., an entity owned by a trust the trustees of which are members of the Stronach family
(STAC), to initiate an offer to acquire all of the outstanding Class B Shares and the Class A Subordinate Voting Shares of the Company not beneficially owned by STACs affiliates and associates (including Mr. Stronach, the
Stronach Trust, 445327, Fair Enterprise and Bergenie) (the Subject Shares). The information set forth in Amendment No. 18, including the exhibits thereto, are hereby expressly incorporated by reference in response to all items of
this Amendment No. 19 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. 18 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). The information set forth on Schedule A is hereby incorporated by reference.
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. 18 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. 18 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 B Shares as follows:
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- Bergenie does not hold any Class B Shares directly. Bergenie and Fair Enterprise may each be deemed to beneficially own 20,000 Class B
Shares held by Fair Enterprise, representing approximately 3.7% of the Class B Shares.
The Reporting Persons may be deemed to
constitute a group with respect to the acquisition, holding, voting and disposition of Class B Shares beneficially owned by 445327, the Stronach Trust, 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 B Shares that are held or beneficially owned by any other Reporting Person or by 445327, the Stronach Trust or Mr. Stronach. Without limitation of
the foregoing, each Reporting Person disclaims beneficial ownership of Class B Shares held by any other person or entity for purposes other than U.S. securities law purposes.
(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 B Shares reflected on the cover pages to this Statement.
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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. 18 is incorporated herein by reference.
Item 7.
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Material to be Filed as Exhibits
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Exhibit A Joint Filing Agreement
The information previously reported in Item 7 of Amendment No. 18 is incorporated herein by reference.
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CUSIP No. 55304X 20 3
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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: January 4, 2011
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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/ Karin Matt
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Name:
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Karin Matt 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/ David Campbell /s/ Kevin Mercury
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Name:
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David Campbell and Kevin Mercury
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Title:
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For and on behalf of EFG Corporate Services Limited as Director of Fair Enterprise Limited
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By:
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/s/ Kevin Mercury /s/ David Campbell
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Name:
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Kevin Mercury and David Campbell
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Title:
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For and on behalf of EFG Trust Company Limited as Director of Fair Enterprise Limited
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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 Anstalt
(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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EFG Trust Company Limited
(incorporated in Jersey)
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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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EFG Corporate Services Limited
(incorporated in Jersey)
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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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EFG Secretaries Limited
(incorporated in Jersey)
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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: January 4, 2011
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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/ Karin Matt
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Name:
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Karin Matt 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/ David Campbell /s/ Kevin Mercury
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Name:
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David Campbell and Kevin Mercury
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Title:
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For and on behalf of EFG Corporate Services Limited as Director of Fair Enterprise Limited
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By:
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/s/ Kevin Mercury /s/ David Campbell
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Name:
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Kevin Mercury and David Campbell
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Title:
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For and on behalf of EFG Trust Company Limited as Director of Fair Enterprise Limited
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