13F-HR 1 c47674e13fvhr.txt FORM 13F - HOLDINGS REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 13F FORM 13F COVER PAGE Report for the Calendar Year or Quarter Ended: September 30, 2008 Check here if Amendment [ ]; Amendment Number: __________ This Amendment (Check only one.): [ ] is a restatement. [ ] adds new holdings entries. Institutional Investment Manager Filing this Report: Name: Mohnish Pabrai Address: 114 Pacifica Suite 240 Irvine, CA 92618-3321 Form 13F File Number: 028-11257 The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form. Person Signing this Report on Behalf of Reporting Manager: Name: Nadim A. Kazi Title: Attorney-In-Fact for Mohnish Pabrai Phone: (312) 876-7990 Signature, Place, and Date of Signing: /s/ Nadim A. Kazi Chicago, IL November 14, 2008 ------------------------------------ ------------------- ----------------- Nadim A. Kazi Report Type (Check only one.): [X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.) [ ] 13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).) [ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).) List of Other Managers Reporting for this Manager: NONE FORM 13F SUMMARY PAGE Report Summary: Number of Other Included Managers: 0 Form 13F Information Table Entry Total: 16 Form I3F Information Table Value Total: $320,352 (thousands) List of Other Included Managers: NONE Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report. NONE FORM 13F INFORMATION TABLE

COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8 ---------------------------------- -------- ----------- -------- ------------------ ---------- -------- --------------------- VOTING AUTHORITY TITLE OF VALUE SHRS OR SH/ PUT/ INVESTMENT OTHER --------------------- NAME OF ISSUER CLASS CUSIP (X$1000) PRN AMT PRN CALL DISCRETION MANAGERS SOLE SHARED NONE ---------------------------------- -------- ----------- -------- --------- --- ---- ---------- -------- --------- ------ ---- Air Transport Services Group, Inc. COM 00922R105 4,137 5,590,278 SH Sole None 5,590,278 Berkshire Hathaway A 084670 10 8 2,090 16 SH Sole None 16 Berkshire Hathaway B 084670 20 7 18,002 4096 SH Sole None 4096 CompuCredit Corporation COM 20478N 10 0 8,099 2,066,097 SH Sole None 2,066,097 Cryptologic Ltd. COM 228906103 6,128 1,114,207 SH Sole None 1,114,207 Fairfax Finl Hldngs Ltd SUB VTG 303901 10 2 101,440 308,798 SH Sole None 308,798 Harvest Nat Res Inc. COM 41754V 10 3 57,813 5,712,701 SH Sole None 5,712,701 Jackson Hewitt Tax Services COM 468202106 1,750 114,096 SH Sole None 114,096 MDC Holdings Inc. COM 552676108 666 18,201 SH Sole None 18,201 Pinnacle Airlines Corp. COM 723443107 11,044 2,774,973 SH Sole None 2,774,973 Pinnacle Airlines Corp. COM 723443107 78 70,800 SH Call Sole None 70,800 Sears Holdings Corporation COM 812350106 48,069 514,111 SH Sole None 514,111 Sears Holdings Corporation COM 812350106 19 2500 SH Call Sole None 2500

---------- Ternium S.A. SPON ADR 880890108 31,381 1,778,944 SH Sole None 1,778,944 Wellcare Health Plans Inc. COM 94946T 10 6 29,460 818,330 SH Sole None 818,330 Wellcare Health Plans Inc. COM 94946T 10 6 176 15,400 SH Put Sole None 15,400 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Nadim A. Kazi the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, filings and any amendments thereto in accordance with Sections 13(d), 13(g), 13(f) and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, in the undersigned's capacity as (i) chief executive officer and managing member of Dalal Street, LLC, which is (a) the general partner of The Pabrai Investment Fund II, L.P. and The Pabrai Investment Fund IV, L.P., and (b) the sole investment manager of Pabrai Investment Fund 3, Ltd., (ii) the president of Pabrai Investment Fund 3, Ltd., and (iii) husband and advisor to his wife, Ms. Harina Kapoor (collectively, the "Reporting Person"); (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such filings and any amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Reporting Person assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of May, 2008. By: /s/ Mohnish Pabrai -------------------------------- Mohnish Pabrai