Filed pursuant to Rule 424(b)(3)
File No. 333-102889
PROSPECTUS SUPPLEMENT NO. 2
(To Prospectus dated May 16, 2003)
MAGNA ENTERTAINMENT CORP.
$75,000,000
7 1/4% Convertible Subordinated Notes due December 15, 2009 and
Shares of Class A Subordinate Voting Stock Issuable
upon the Conversion of the Notes
This prospectus supplement further supplements the prospectus dated May
16, 2003 of Magna Entertainment Corp., as supplemented October 14, 2003,
relating to the sale from time to time by certain of our securityholders
(including their future pledgees, donees, assignees, transferees or
successors) of up to $75,000,000 aggregate principal amount of our 7 1/4%
Convertible Subordinated Notes due December 15, 2009 and the shares of Class A
Subordinate Voting Stock issuable upon conversion of the notes. You should
read this prospectus supplement in conjunction with the prospectus, and this
prospectus supplement is qualified by reference to the prospectus, except to
the extent that the information in this prospectus supplement supersedes the
information contained in the prospectus.
The table of selling securityholders contained in the prospectus is
hereby amended to add the entities who are named below as selling
securityholders:
Number of Shares of
Aggregate Principal Class A Subordinate
Amount of Notes That Voting Stock That
May Be Sold Under Percentage of Notes May Be Sold Under Percentage of Shares
Name this Prospectus Outstanding this Prospectus (1) Outstanding (2)
- ------------------------------------ -------------------------- --------------------- ---------------------- --------------------
Silvercreek II Limited $448,000 * 52,705 *
Silvercreek Limited Partnership $1,152,000 1.536% 135,529 *
* Less than one percent (1%)
(1) The number of shares of Class A Subordinate Stock beneficially owned and being offered, as set forth in the table, has been
determined in accordance with Rule 13d-3 under the Securities Exchange Act, include
shares of Class A Subordinate Voting Stock into which the notes are convertible, and assumes a conversion price of $8.50 per
share of Class A Subordinate Voting Stock and the payment of cash in lieu of fractional shares. In addition, the conversion
price of the notes may be adjusted under certain circumstances which will change the number of shares of Class A Subordinate
Voting Stock received upon their conversion. See "Description of the Notes - Conversion of the Notes" in the prospectus.
(2) Calculated based on Rule 13d-3(d)(i) of the Securities Exchange Act, using 48,674,796 shares of Class A Subordinate Voting
Stock outstanding as of March 17, 2003. In calculating this percentage for each holder, we treated as outstanding the number
of shares of Class A Subordinate Voting Stock issuable upon the conversion of all that holder's notes, but we did not assume
conversion of any other holders' notes, or include any other shares of Class A Subordinate Voting Stock that may be held by
such holder. Does not include shares of Class A Subordinate Voting Stock that may be issued by us upon redemption or purchase
of the notes by us at the option of the holder.
Investing in the notes or shares of our Class A Subordinate Voting Stock
involves risks that are described in the "Risk Factors" section beginning on
page 3 of the prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT, AND ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is December 5, 2003.