0 Filed pursuant to Rule 424(b)(3)
File No. 333-102889
PROSPECTUS SUPPLEMENT NO. 3
(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 on October 14, 2003 and
December 5, 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
Class A
Aggregate Subordinate
Principal Voting Stock
Amount of That May Be
Notes That Sold Under Percentage of
May Be Sold Percentage of this Shares
Under this Notes Prospectus Outstanding
Name Prospectus Outstanding (1) (2)
- ------------------------- ------------- --------------- ------------- ---------------
BMO Nesbitt Burns Inc. $675,000 * 79,411 *
TD Securities Inc. $2,250,000 3% 264,705 *
* 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, includes
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 January 22, 2004.