-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ITqdB+M98oxGiBQk3iWe2yLjybRwy+Q337IGbADNtpv6b/0zJB4R3GLn14/dWmoR BAEk4zN7xDdD2NcMZX2wLQ== 0000929638-08-000748.txt : 20081104 0000929638-08-000748.hdr.sgml : 20081104 20081104164320 ACCESSION NUMBER: 0000929638-08-000748 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081104 DATE AS OF CHANGE: 20081104 GROUP MEMBERS: DAVID EINHORN GROUP MEMBERS: GREENLIGHT CAPITAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MI DEVELOPMENTS INC CENTRAL INDEX KEY: 0001252509 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79210 FILM NUMBER: 081161343 BUSINESS ADDRESS: STREET 1: 455 MAGNA DR STREET 2: AURORA ONTARIO CITY: CANADA STATE: A6 ZIP: L4G7A9 BUSINESS PHONE: 9057136322 MAIL ADDRESS: STREET 1: 455 MAGNA DR STREET 2: AURORA ONTARIO CITY: CANADA STATE: A6 ZIP: L4G7A9 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL LLC CENTRAL INDEX KEY: 0001040272 IRS NUMBER: 133886851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 greenlight13da_112008.htm SCHEDULE 13D/A - MI DEVELOPMENTS INC.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 11 )*

MI DEVELOPMENTS INC.

(Name of Issuer)

Class A Subordinate Voting Shares, no par value

(Title of Class of Securities)

55304X104

(CUSIP Number)

Greenlight Capital, L.L.C.

140 East 45th Street, Floor 24

New York, New York 10017

(212) 973-1900

Attention: Chief Operating Officer

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

-with copies to-

Barry N. Hurwitz

Bingham McCutchen LLP

One Federal Street

Boston, MA 02110

(617) 951-8000

November 4, 2008

(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 §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).

CUSIP No. 55304X104

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Greenlight Capital, L.L.C.
2.	Check the Appropriate Box if a Member of a Group
				(a) o (b) o
3.	SEC Use Only
4.	Source of Funds AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)				o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,241,200
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,241,200
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,241,200
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares				o
13.	Percent of Class Represented by Amount in Row (11) 4.9%
14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 55304X104

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Greenlight Capital, Inc.
2.	Check the Appropriate Box if a Member of a Group
				(a) o (b) o
3.	SEC Use Only
4.	Source of Funds AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)				o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,506,900
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,506,900
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,506,900
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares				o
13.	Percent of Class Represented by Amount in Row (11) 5.4%
14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 55304X104

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	David Einhorn
2.	Check the Appropriate Box if a Member of a Group
				(a) o (b) o
3.	SEC Use Only
4.	Source of Funds AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)				o
6.	Citizenship or Place of Organization United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,387,535
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,387,535
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,387,535
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares				o
13.	Percent of Class Represented by Amount in Row (11) 11.7%
14.	Type of Reporting Person (See Instructions) IN

AMENDMENT NO. 10 TO SCHEDULE 13D

This Amendment No. 11 to Schedule 13D (the “Amendment”) is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.” and together with Greenlight LLC, “Greenlight”), and Mr. David Einhorn, the principal of each of Greenlight LLC and Greenlight Inc. Greenlight and Mr. Einhorn are referred to herein as the “Reporting Persons.” This Amendment modifies the original Schedule 13D filed with the Securities and Exchange Commission on August 11, 2004, as amended by Amendment No. 1 filed on September 2, 2004, Amendment No. 2 filed on January 18, 2005, Amendment No. 3 filed on April 8, 2005, Amendment No. 4 filed on April 15, 2005, Amendment No. 5 filed on August 2, 2005, Amendment No. 6 filed on October 18, 2005, Amendment No. 7 filed on December 1, 2006, Amendment No. 8 filed on March 7, 2008, Amendment No. 9 filed on April 24, 2008 and Amendment No. 10 filed on August 26, 2008.

This Amendment relates to Class A Subordinated Voting Shares, no par value (the “Class A Shares”), of MI Developments Inc., a Canadian company (“MID” or the “Issuer”), owned by (A) Greenlight LLC for the account of Greenlight Capital, L.P. (GCLP”), of which Greenlight LLC is the general partner and Greenlight Capital Qualified, L.P. (“GCQP”), of which Greenlight LLC is the general partner, and (B) the Class A Shares purchased by Greenlight Inc. for the account of Greenlight Capital Offshore, Ltd. (“GCO”), for which Greenlight Inc. is the investment advisor. This Amendment also relates to the Class A Shares purchased by affiliates of Greenlight for the accounts of (i) Greenlight Masters Partners, LP and (ii) a managed account for which an affiliate of Greenlight acts as investment manager (the “Managed Account” and collectively, the “Affiliates”). Mr. Einhorn is the principal of each of the Affiliates.

Item 4. Purpose of the Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following:

On November 4, 2008, the Reporting Persons submitted a letter to the Board of Directors of MI Developments Inc. regarding the company’s investment in Magna Entertainment Corp. A copy of the letter is attached hereto as Exhibit 14.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) Greenlight LLC is the beneficial owner of 2,241,200 Class A Shares. Greenlight Inc. is the beneficial owner of 2,506,900 Class A Shares. Mr. Einhorn, as the principal of Greenlight and the Affiliates is the beneficial owner of 5,387,535 Class A Shares.

Greenlight LLC is the beneficial owner of 4.9% of the outstanding Class A Shares. Greenlight Inc. is the beneficial owner of 5.4% of the outstanding Class A Shares. Mr. Einhorn is the beneficial owner of 11.7% of the outstanding Class A Shares. These percentages were determined by dividing the number of Class A Shares beneficially owned by each of the reporting persons by 46,160,564, the number of Class A Shares outstanding as of June 30, 2008, as reported in the Issuer’s Second Quarter Report 2008, filed as an exhibit to Form 6-K on August 8, 2008.

(b) Greenlight LLC has the power to vote and dispose of 2,241,200 Class A Shares beneficially owned by it. Greenlight Inc. has the power to vote and dispose of 2,506,900 Class A Shares beneficially owned by it. As the principal of Greenlight and the Affiliates, Mr. Einhorn may direct the vote and disposition of 5,387,535 Class A Shares beneficially owned by Greenlight and the Affiliates.

The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the 5,387,535 Class A Shares reported herein. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims such beneficial ownership.

(c) The transactions in the Issuer’s securities in the last sixty day through accounts over which the Reporting Persons may exercise voting and/or investment discretion are listed as Annex A attached hereto and made a part hereof.

(d) Not Applicable.

(e) Not Applicable.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended by adding the following exhibit:

Exhibit EX-99.15 Letter submitted to MID on November 4, 2008.

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: November 4, 2008
	GREENLIGHT CAPITAL, L.L.C.
	By:	/s/ DANIEL ROITMAN
		Name:	Daniel Roitman
		Title:	Chief Operating Officer

	GREENLIGHT CAPITAL, INC.
	By:	/s/ DANIEL ROITMAN
		Name:	Daniel Roitman
		Title:	Chief Operating Officer

	/s/ DANIEL ROITMAN*
	Daniel Roitman, on behalf of David Einhorn

* - The Power of Attorney, executed by David Einhorn authorizing Harry Brandler and Daniel Roitman to sign and file this Schedule 13D/A on David Einhorn’s behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on July 18, 2005, by the Reporting Persons with respect to the Ordinary Shares of Flamel Technologies S.A. is hereby incorporated by reference.

ANNEX A

Number of Class A Shares Purchased

Date	Price	GCLP	GCO	GCQP	Managed Account
10/1/2008	$16.56000	100	--	--	500
10/2/2008	$16.01560	100	2,000	300	15,300
10/3/2008	$16.03000	100	2,300	300	17,300
10/6/2008	$15.22080	100	4,100	600	30,300
10/7/2008	$14.85000	100	2,300	300	17,000
10/7/2008	$15.00340	100	3,400	500	25,500
10/8/2008	$14.43570	200	700	100	5,700
10/9/2008	$14.26900	200	3,400	400	24,900
10/13/2008	$13.60000	100	2,100	300	15,500
10/15/2008	$13.25000	100	11,800	1,700	86,400
10/17/2008	$12.74000	200	8,800	1,300	64,700

EX-99 2 greenlight13da_112008ex9915.htm EXHIBIT 15

GREENLIGHT CAPITAL, INC.

140 EAST 45^thSTREET, 24^thFLOOR

NEW YORK, NEW YORK 10017

November 4, 2008

Board of Directors

MI Developments Inc.

455 Magna Drive

Aurora, ON L4G 7A9

Dear Sirs:

We are writing to express our ongoing concern about the recent events at MI Developments (“MID”).

Although we wrote to you on August 25, 2008 to express our serious concerns regarding MID’s investment in Magna Entertainment Corp. (“MEC”), we note that once again, on October 15, 2008, MID elected to extend the maturity of the bridge loan (“Bridge Loan”) to MEC until December 1, 2008 and extend an additional $19.5 million of financing under the Bridge Loan. In addition, the maturity date of the project financings (“Project Financings”, and together with the Bridge Loan, the “Loans”) was extended to December 1, 2008. In the press release announcing these amendments, MID’s CEO Dennis Mills was very careful to say “We are aware that not all MID shareholders may support the need to afford MEC this limited, incremental funding...” However, other than Frank Stronach, we are not aware of any MID shareholders that support the continued financing of MEC by MID.

Mr. Mills can shamelessly call this additional financing “limited [and] incremental...” but this does not make it true. For over four years beginning with MID’s attempted privatization of MEC, MID’s only strategic initiative has been to prop up MEC. This is precisely why MID’s stock price is utterly depressed. The MID shareholders have no reason to believe that MID, under the direction of Mr. Stronach and his cronies on MID’s board of directors, will ever stop funding MEC at the expense of MID shareholders.

Evidence of MID’s intention to fund MEC indefinitely and at any cost was made crystal clear by MID’s response, or more appropriately, the lack of a response to a proposal made by Mr. Halsey Minor to acquire the Loans from MID (the “Minor Offer”). We understand from Mr. Minor’s October 17, 2008 press release that Mr. Minor made his proposal to MID on October 2, 2008, and after waiting for 15 days, received no response whatsoever from MID. MID’s failure to respond in any way to the Minor Offer is appalling in light of Mr. Mills insistence in the MID October 15, 2008 press release that “We are committed to quickly developing and implementing a solution that is in the best interests of MID and its shareholders.” Obviously, this is yet another false and misleading promise.

The MID board received the Minor Offer almost two full weeks before they voted to extend the maturity of the Loans. The MID board could not have analyzed the Minor Offer when they approved the extension of the Loans because they never bothered to call Mr. Minor to discuss his proposal or to get more facts. How could the MID board blindly vote to extend the Loans without even analyzing the Minor Offer?

Such a failure to discuss the Minor Offer, or even return a phone call, is a clear violation of the MID board’s fiduciary duty and duty of care to its shareholders. A bona fide third party has offered to take the MEC problem off of MID’s hands. But, what does MID do? They completely ignore the offer, hoping it will go away so that Mr. Stronach can continue funding MEC without limit.

Mr. Mills provided further evidence of the MID board’s disregard of duty when he said in response to Mr. Minor’s press release that the real estate company’s examination of Mr. Minor shows that Mr. Minor doesn’t support MEC’s vision of racetracks. Mr. Mills, and the rest of the MID board have a fiduciary duty to do what is in the best interests of MID and its shareholders, not MEC or its “vision”! MEC’s vision of racetracks is irrelevant to MID’s analysis of the Minor Offer especially in light of MEC’s performance, despite its vision, over the last several years. Unfortunately, we have come to learn that when it comes to MEC, Mr. Stronach’s horse racing dreams will always trump the MID board’s fiduciary obligations to MID and its shareholders.

Perhaps this is why MID directors continue to abandon ship.

On October 22, 2008, MID announced that Neil Davis resigned from the MID board. This followed John Barnett’s resignation on September 29, 2008. Added to the resignation by John Simonetti on August 8, 2008, three MID directors have resigned in the past three months. Are these directors resigning in protest of Mr. Stronach’s undue influence over the MID board? Or, are they resigning because they know that actions such as ignoring the Minor Offer constitute a breach of their fiduciary duties?

Even more troubling are some of the people that have been placed on the MID board recently. We understand that Franz Deutsch used to be a Magna consultant and a lobbyist for Frank Stronach and that he is the President of the Austrian Canadian Business Club, a club in which Mr. Stronach is the honorary president. In addition, we understand that Heribert Polzl is an old childhood friend of Mr. Stronach and who has acted as a Magna consultant. Clearly, Mr. Stronach’s undue influence is rearing its ugly head again as he packs the MID board with his cronies.

The MID board has a long history of ignoring our letters, and those of other large MID shareholders. The MID board can not continue to stick its head in the sand and ignore the wishes of an overwhelming majority of the MID shareholders.

Since ignoring the Minor Offer is clearly a violation of the MID board’s duties, we expect, and demand as shareholders of MID, that the MID board immediately take up serious consideration of the Minor Offer without Mr. Stronach’s interference. Any transaction in which MID can be rid of its unlimited and never-ending exposure to MEC must be taken seriously. We minority shareholders rely on you to protect our interests from Mr. Stronach’s uneconomic and self-serving support of MEC and remind you that you will be held accountable if you fail to fulfill your fiduciary duty to the MID shareholders.

Yours very truly,

David Einhorn

President

Greenlight Capital, Inc.

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