-----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, Uu+trwySaWZAZbcbVcv+cn2go8Q+5n2cTI+RDdqt9PzwLywPDVYtumKHfn3m5isA ZeefvOHzJRtp9TzyWqB09w== 0000929638-09-000165.txt : 20090210 0000929638-09-000165.hdr.sgml : 20090210 20090210093643 ACCESSION NUMBER: 0000929638-09-000165 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090210 DATE AS OF CHANGE: 20090210 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: 09583610 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 sch13da_greenlight020909.htm

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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.  12 )*

 

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

February 9, 2009

(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

 

 

 

 

2

 

 

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

 

 

 

3

 

 

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

 

 

 

4

 

 

AMENDMENT NO. 12 TO SCHEDULE 13D

 

This Amendment No. 12 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, Amendment No. 10 filed on August 26, 2008 and Amendment No. 11 filed on November 4, 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”), (A) held by Greenlight Capital, L.P., of which Greenlight LLC is the general partner, and Greenlight Capital Qualified, L.P., of which Greenlight LLC is the general partner, and (B) held by Greenlight Capital Offshore Partners, for which Greenlight Inc. is the investment advisor, which shares were previously held by Greenlight Capital Offshore, Ltd. This Amendment also relates to the Class A Shares purchased by a managed account for which an affiliate of Greenlight acts as investment manager. Mr. Einhorn is the principal of such affiliate and of each of Greenlight LLC and Greenlight Inc.

 

Item 4. Purpose of the Transaction

 

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

 

On February 9, 2009, the Reporting Persons submitted a letter to the Board of Directors of MI Developments Inc. stating their concerns for the proposed reorganization plan announced by the company, including lending additional funds for a slot license in Maryland, and that they plan to vote against the reorganization plan.  A copy of the letter is attached hereto as Exhibit 99.16.

 

Item 7. Material to be Filed as Exhibits

 

Item 7 is hereby amended by adding the following:

 

Exhibit 1. Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with respect to the Issuer on August 11, 2004).

 

Exhibit 99.16 Letter submitted to MID on February 9, 2009 (filed herewith).

 

5

 

 

 

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: February 10, 2009

 

 

 

 

 

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.

 

 

6

 

 

 

 EX-99.16 2 exh99_16.htm

Exhibit 99.16

 

GREENLIGHT CAPITAL, INC.

140 EAST 45th STREET, 24th FLOOR

NEW YORK, NEW YORK 10017

 

February 9, 2008

 

Board of Directors

MI Developments Inc.

455 Magna Drive

Aurora, ON L4G 7A9

 

Dear Sirs:

 

We are writing in response to MI Developments Inc.’s (“MID”) reorganization plan that was announced in November 2008 (“Plan”). We have held shares of MID for almost six years. During that period, we have watched Mr. Frank Stronach continue to fund his interests in horses and gambling through MID. The majority of shareholders of MID do not support the use of MID’s valuable cash flows to fund Magna Entertainment Corp. (“MEC”). The Plan is just one more egregious attempt to further erode MID’s value.

 

On February 2, 2009, MEC announced that it had submitted an application for a Video Lottery Operation License in Maryland. Two days later, MEC announced that as part of the Plan, MID had funded MEC’s slot license application at Laurel Park to the tune of $28.5 million. The Plan also provides for MID to fund an additional $30 million for construction of a slot facility at Laurel Park. We are vehemently opposed to MID using its funds to make these additional gambling investments. MEC is relying on further funding from MID, which is subject to a shareholder vote that we, and other large shareholders, will vote against. We intend to contest the Plan every step of the way. No doubt other large shareholders will conduct their own analysis and reach the same conclusion.

 

Even more outrageous is the fact that the Plan contemplates that MEC convertible bondholders who are junior to the MEC debt held by MID will be paid in full in cash, whereas MID’s secured loans to MEC will be converted into shares of MEC equity. As for the value of that MEC equity, Mr. Stronach sold over 600,000 shares of that stock just prior to announcement of the proposed Plan. What does that tell you about the value of the MEC shares? In the second quarter of 2005, the carrying value of MID’s investment in MEC equity was $355 million. Those same shares are now worth under $2.5 million. We fully intend to hold the MID directors accountable for not protecting the value of MID’s secured loans to MEC.

 

Given that the Plan will not receive the required approval from the MID shareholders, we urge the MID Board to be mindful of its fiduciary duties and immediately halt its plan to go forward with what the term sheet calls the “Immediate Transactions” (the new loan to MEC and the extension of the maturity dates of the MEC loans).

 

Rather than burn more MID resources pursuing the Plan, the MID Board should start considering the interests of all of the MID shareholders rather than just Mr. Stronach. We once again urge the MID Board to consider the proposal to acquire the MEC loans made by Mr. Halsey Minor on October 2, 2008. Inconceivably, a full four months after the proposal was

 

 

 

made public, we understand that the MID Board has continued to ignore Mr. Minor’s offer in utter disregard of its fiduciary duty. There is little doubt that selling the MEC loans to Mr. Minor would be a far better outcome for MID shareholders than the current proposal, and it would not require approval from Mr. Stronach or a shareholder vote. Were the Board to pursue that opportunity, it could arrange an auction between Mr. Minor and Mr. Stronach (or other third parties) to see who would allow MID to exit its MEC investment on the most favorable terms.

 

Instead, the MID Board would rather make additional loans to MEC, and then allow MEC to convert all of the loans into worthless MEC stock distributed to MID shareholders, rather than see MEC repay them or sell its loans or realize on its security. Choosing this Plan instead of pursuing an offer to sell the MEC loans for cash is an outrageous breach of the MID Board’s fiduciary duty and cannot be justified as a valid exercise of “business judgment” on even the most tortured analysis given the current dire financial situation at MEC.

 

We trust that the MID Board will be reminded of their duties, and will immediately abandon the Immediate Transactions and the ill-conceived Plan and pursue the offer made by Mr. Minor or other alternatives that are in the best interests of all of the MID shareholders. We are committed to ensuring that MID shareholders receive fair treatment and that you are held responsible for any failure to live up fully to your fiduciary duties.

 

Yours very truly,

 

 

/s/ David Einhorn

President

Greenlight Capital, Inc.

 

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