Filed pursuant to Rule 424(b)(3)
File No. 333-102889
PROSPECTUS SUPPLEMENT NO. 7
(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, February 17, 2004, May 6, 2004 and June
18, 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
of Class A
Aggregate Subordinate
Principal Amount Voting Stock That
of Notes That May May Be Sold Under Percentage of
Be Sold Under Percentage of this Prospectus Shares
Name this Prospectus Notes Outstanding (1) Outstanding (2)
------------------ --------------- ----------------- ---------------- ---------------
Third Canadian General Investment $500,000 * 58,823 *
Trust Limited
The Catherine and Maxwell Meighen $70,000 * 8,235 *
Foundation
New Annan Investments Ltd. $30,000 * 3,529 *
* 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,
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 November 4, 2004.