-----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, Dj1GLFZQWHbiSvP07oaaHpWPc0eabP+m5kqeyM9QotYXk9q42U53YUNNaxKHFEKY jPaCwKTzwy7OzYC1SaVh6A== 0000814375-06-000049.txt : 20060815 0000814375-06-000049.hdr.sgml : 20060815 20060815154541 ACCESSION NUMBER: 0000814375-06-000049 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060815 DATE AS OF CHANGE: 20060815 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-79210 FILM NUMBER: 061035204 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: SMITH DONALD & CO INC /NJ/ CENTRAL INDEX KEY: 0000814375 IRS NUMBER: 132807845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 152 W. 57TH STREET STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-284-0990 MAIL ADDRESS: STREET 1: 152 W. 57TH STREET STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 midevelopments082006.txt 13D FILING FOR MI DEVELOPMENTS AUGUST 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* MI Developments Inc. (Name of Issuer) Class A Subordinate Voting Shares (Title of Class of Securities) 55304X104 (CUSIP Number) Donald Smith & Co., Inc. Attn: Richard L. Greenberg 152 West 57th St., 22nd Floor New York, New York 10019 (212) 284-0990 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 15, 2006 (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 [X]. 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) Donald Smith & Co., Inc. 13-2807845 - ------------========================================= =========================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] 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 4,178,300 - ------------========================================= == SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY -0- - ------------========================================= == EACH SOLE DISPOSITIVE POWER 9 REPORTING 4,679,800 PERSON WITH - ------------========================================= == SHARED DISPOSITIVE POWER 10 -0- - ------------========================================= =========================== AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,679,800 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 - ------------========================================= =========================== Item 1. Security And Issuer This statement on Schedule 13D relates to 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 2. Identity And Background (a) This statement is filed by Donald Smith & Co., Inc. ("DSCO"). The executive officers of DSCO are: * Donald G. Smith: President & Chief Investment Officer of DSCO. * Richard L. Greenberg: Senior Vice President of DSCO. (b) The address of the principal business and principal office of DSCO and its executive officers is: 152 West 57th St., 22nd Floor, New York, NY 10019. (c) Principal Business: An investment advisor registered with the SEC. (d) Criminal Convictions: None. (e) Civil Proceedings: None. (f) DSCO is an S-Corporation organized under the laws of the State of Delaware. Each of its executive officers is a citizen of the United States. Item 3. Source And Amount Of Funds And Other Consideration DSCO 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 $24.89 per share (including commissions). The amount of investment capital used to purchase the Class A Shares was approximately $116,480,200 (including commissions). Item 4. Purpose Of The Transaction The purpose of the acquisition of the Class A Shares was and is for investment,and the acquisitions of the Class A Shares by each of the clients of DSCO were made in the ordinary course of business and were not made for the purpose of acquiring control of the Company. As stated below in paragraph 3 of this Item 4, DSCO may now be deemed to influence control over the Company's policies Although no Reporting Person has any specific plan or proposal to acquire or dispose of Class A Shares, consistent with its investment purpose, each Reporting Person may, at any time acquire additional Class A Shares 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 opportunities, 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 which it may hold at any point in time. Also, consistent with their investment intent, the Reporting Persons intend to engage in communications with one or more officers of the Company, one or more members of the board of directors of the Company, and/or one or more shareholders of the Company regarding the Company's policies, including but not limited to its operations, structure and potential strategies to maximize shareholder value. During the course of such communications, the Reporting Persons may advocate one or more courses of action and such advocacy may be deemed to influence control over the Company's policies. Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has 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 Persons may, at any time and from time to time, review or reconsider their position and/or change their 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 is calculated based upon the 47,742,083 Class A Shares outstanding as of June 30, 2006 as reported by the Company in its Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on August 11, 2006. (b) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: DSCO - 4,178,300 (ii) Shared power to vote or to direct the vote: DSCO - 0 (iii) Sole power to dispose or to direct the disposition of: DSCO - 4,679,800 (iii) Shared power to dispose or to direct the disposition of: DSCO - 0 Note that certain of DSCO's clients have retained voting power over the Class A Shares that they beneficially own. Accordingly, DSCO 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 persons during the past sixty days are listed below. No transactions in the past 60 days. Transaction date Shares purchased/(sold) Price per share (d) The securities as to which this Schedule is filed by DSCO, in its capacity as investment adviser, are held in DSCO's 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. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any other person with respect to any securities of the Company, including but not limited to the transfer or voting of any securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Item 7. Materials To Be Filed As Exhibits 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: ___________ Donald Smith & Co., Inc. By: /s/ Richard L. Greenberg Name: Richard L. Greenberg Title: Chief Compliance Officer -----END PRIVACY-ENHANCED MESSAGE-----