Filed pursuant to Rule 424(b)(3)
File No. 333-102889
PROSPECTUS SUPPLEMENT NO. 5
(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, December 5, 2003, January 23, 2004 and February 17, 2004, 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 update the information for the following selling
securityholder:
Number of Shares
Aggregate of Class A
Principal Subordinate
Amount of Voting Stock
Notes That That May Be
May Be Sold Percentage of Sold Under
Under this Notes this Percentage of Shares
Name Prospectus Outstanding Prospectus (1) Outstanding (2)
- ----------------------------------- ------------- ----------------- --------------------- ---------------------
BMO Nesbitt Burns Inc. $875,000 1.167% 102,941 *
(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 May 6, 2004.