Filed by Bowne Pure Compliance

0001362310-08-001289.txt : 20080307 0001362310-08-001289.hdr.sgml : 20080307 20080307144844 ACCESSION NUMBER: 0001362310-08-001289 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080307 DATE AS OF CHANGE: 20080307 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: 08673868 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 c72640sc13dza.htm SC 13D/A Filed by Bowne Pure Compliance


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8 )*

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
Tel. No.: (212) 973-1900
Attention: Chief Operating Officer

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

- with copies to -

Eliot D. Raffkind
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800

March 7, 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 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 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 Greenlight Capital, L.L.C.; 13-3886851


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	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

		7	SOLE VOTING POWER

NUMBER OF			2,234,000

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,234,000

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,234,000

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)

	4.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		55304X104


1	NAMES OF REPORTING PERSONS Greenlight Capital, Inc.; 13-3871632


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	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

		7	SOLE VOTING POWER

NUMBER OF			2,466,000

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,466,000

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,466,000

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)

	5.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		55304X104


1	NAMES OF REPORTING PERSONS David Einhorn


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	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

		7	SOLE VOTING POWER

NUMBER OF			4,975,000

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			4,975,000

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,975,000

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)

	10.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

AMENDMENT NO. 8 TO SCHEDULE 13D

This Amendment No. 8 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 and Amendment No. 7 filed on December 1, 2006.

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 Greenlight LLC for the account of (A) 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) the Class A Shares purchased by Greenlight Inc. for the account of Greenlight Capital Offshore, Ltd., 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, LP, (ii) Greenlight Masters Qualified, LP, (iii) Greenlight Masters Offshore, Ltd., (iv) Greenlight Masters Offshore I, Ltd., (v) Greenlight Masters Offshore Partners, L.P. and (vi) a managed account for which an affiliate of Greenlight acts as investment manager (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 March 7, 2008, the Reporting Persons submitted a shareholder proposal to MID to be included in MID’s proxy circular. Greenlight proposes that the MID Board implement its own recommendations from the 2005 annual meeting. A copy of the shareholder proposal is attached as an exhibit hereto.

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 2,234,000 Class A Shares. Greenlight Inc. is the beneficial owner of 2,466,000 Class A Shares. Mr. Einhorn, as the principal of Greenlight and the Affiliates is the beneficial owner of 4,975,000 Class A Shares.

Greenlight LLC is the beneficial owner of 4.8% of the outstanding Class A Shares. Greenlight Inc. is the beneficial owner of 5.3% of the outstanding Class A Shares. Mr. Einhorn is the beneficial owner of 10.8% 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 December 31, 2007, as reported in the Issuer’s Fourth Quarter and 2007 Report dated March 5, 2008, filed as an exhibit to Form 6-K on March 5, 2008.

(b) Greenlight LLC has the sole power to vote and dispose of 2,234,000 Class A Shares beneficially owned by it. Greenlight Inc. has the sole power to vote and dispose of 2,466,000 Class A Shares beneficially owned by it. As the principal of Greenlight and the Affiliates, Mr. Einhorn may direct the vote and disposition of 4,975,000 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 4,975,000 Class A Shares reported herein. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims such beneficial ownership.

(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 12		Shareholder proposal submitted to MID by the Reporting Persons on March 7, 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: March 7, 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.

EX-12 2 c72640exv12.htm EXHIBIT 12 Filed by Bowne Pure Compliance

Exhibit 12

Shareholder Proposal

PROPOSAL

WHEREAS:

Magna Entertainment Corp. (“MEC”) has lost money since 2001.

MI Developments Inc. (“MID”) has made substantial loans to MEC.

In 2005, Greenlight Capital proposed disposing of MID’s interest in MEC. Over 92% of Class A shares supported the proposal. Mr. Stronach defeated it using his super-voting shares.

MID’s Board declined to recommend the proposal and instead adopted its own additional recommendations (“Board Plan”), including:

	•		steadily increasing MID’s leverage over time so that by 2009 MID’s debt to capitalization ratio in respect of its real estate business is 35%;

	•		steadily increasing dividends over time based on certain factors like FFO;

	•		having MID opportunistically repurchase its shares.

The Board also:

	•		determined that MID should consider providing short-term liquidity to MEC;

	•		directed management to maximize the return on MID’s current and future investments in MEC by examining the funding necessary for MEC’s strategic plan, stabilizing MEC’s capital structure, and assessing all reasonable financing alternatives for MEC.

MID has not implemented the Board Plan. MID has:

	•		not steadily increased its debt to capitalization ratio to 35% (28% targeted for 2007), but instead has only increased its debt to capitalization ratio from 14% to 15% solely to provide funding to MEC;

	•		not increased the dividend once since the 2005 shareholder meeting (“Meeting”);

	•		only repurchased 1,660,800 shares (about 3.5%) since the Meeting;

	•		not maximized the return on MID’s investment or established a stable capital structure for MEC;

•

continued to fund MEC, growing debt due from MEC from $26 million to $237 million, on a long-term basis rather than a promised short-term basis.

RESOLVED, that MID forthwith implement the Board Plan.

In 2005, the Board adopted the Board Plan as their alternative for creating long-term shareholder value. However, the Board has failed to implement it and shareholder value has suffered.

Since the Meeting, MID’s stock price has dropped 24%, and MEC’s stock price has fallen 90%. The value of MID’s investment in MEC has plummeted. MEC’s financial prospects have become dire and MID has substantially increased its exposure by lending MEC more money. It is questionable whether MEC is any longer a strategic asset of MID or whether MEC can continue as a going concern. Something must be done to enhance MID’s long-term value, and to resolve MID’s investment in MEC.

Greenlight is a long-term shareholder (since the spin-out in August 2003) that is calling on the Board to implement its own proposals to increase shareholder value. Greenlight believes that the Board Plan is far superior to MID’s actions since 2005. MID has not materially grown its real estate portfolio, added leverage, returned capital to shareholders or improved the circumstances around its investment in MEC. Such failure has made MID vulnerable to a discounted, coercive “going private” takeover attempt by Magna or another Stronach-controlled entity. Greenlight is asking the Board and management to live up to their own words and implement their own plans.

Greenlight urges shareholders to vote in favour of this proposal.