<Page>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 2001

REGISTRATION NO. 333-
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--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
---------------------

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
-------------------

MAGNA ENTERTAINMENT CORP.

(Exact name of registrant as specified in its charter)

<Table>

DELAWARE 98-0208374
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</Table>

337 MAGNA DRIVE
AURORA, ONTARIO L4G 7K1
CANADA
(905) 726-2462

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------------

GARY M. COHN
VICE-PRESIDENT, SPECIAL PROJECTS AND SECRETARY
MAGNA ENTERTAINMENT CORP.
337 MAGNA DRIVE
AURORA, ONTARIO L4G 7K1
CANADA
(905) 726-2462

(Name, address, including zip code, and telephone number, including area
code, of agent for service)
---------------------------

COPIES TO:

<Table>

SCOTT M. FREEMAN MARC D. JAFFE
SIDLEY AUSTIN BROWN & WOOD LATHAM & WATKINS
875 THIRD AVENUE 885 THIRD AVENUE
NEW YORK, NY 10022 NEW YORK, NY 10022
(212) 906-2000 (212) 906-1200
</Table>

---------------------------

Approximate date of commencement of proposed sale to the public:

FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AS
DETERMINED BY MARKET CONDITIONS.
---------------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
---------------------------

CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER UNIT PRICE(1) REGISTRATION FEE(2)

Debt Securities(3).......................
Warrants to Purchase Debt Securities.....
Warrants to Purchase Class A Subordinate
Voting Stock............................
Class A Subordinate Voting Stock, par
value $0.01 per share(4)................
TOTAL.................................... $500,000,000 (1) $500,000,000 $125,000
</Table>

(1) In United States dollars or the equivalent thereof in foreign currency or
currency units. The amount registered represents the maximum aggregate
public offering price to be received from the sale of the Debt Securities,
Warrants to Purchase Debt Securities, Warrants to Purchase Class A
Subordinate Voting Stock and Class A Subordinate Voting Stock registered
hereby, including any securities sold at a discount. No separate
consideration will be received for Class A Subordinate Voting Stock or Debt
Securities that are issued upon conversion or exchange of Debt Securities
registered hereunder.

(2) Calculated pursuant to Rule 457(o) under the Securities Act of 1933.

(3) Includes such indeterminate amount of Debt Securities as may from time to
time be issued at indeterminate prices or issuable upon conversion or
exchange of Debt Securities registered hereunder, to the extent any of such
Debt Securities are, by their terms, convertible into or exchangeable for
Debt Securities registered hereunder, or upon the exercise of Warrants to
Purchase Debt Securities registered hereunder, as the case may be.

(4) Includes such indeterminate number of shares of Class A Subordinate Voting
Stock as may from time to time be issued at indeterminate prices or issuable
upon conversion or exchange of Debt Securities registered hereunder, to the
extent any of such Debt Securities are, by their terms, convertible into or
exchangeable for shares of Class A Subordinate Voting Stock registered
hereunder, or upon the exercise of Warrants to Purchase Class A Subordinate
Voting Stock registered hereunder, as the case may be.
---------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<Page>
EXPLANATORY NOTE

This registration statement contains two forms of base prospectus: one to be
used in connection with offerings in the United States (the "U.S. Prospectus")
and elsewhere, other than Canada, and one to be used in connection with
offerings in Canada (the "Canadian Prospectus"). The U.S. Prospectus and the
Canadian Prospectus are identical except for the cover page and certain other
pages, and except that the Canadian Prospectus includes a "Certificate of the
Company and of the Promoter". The form of the U.S. Prospectus is included herein
and is followed by the cover page, such other pages and such Certificate to be
used in the Canadian Prospectus. Each of the alternate pages for the Canadian
Prospectus included herein is labeled "Alternate Page for Canadian Prospectus".
<Page>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<Page>
SUBJECT TO COMPLETION, DATED SEPTEMBER 28, 2001

PRELIMINARY PROSPECTUS

[LOGO]

MAGNA ENTERTAINMENT CORP.

$500,000,000

DEBT SECURITIES, CLASS A SUBORDINATE VOTING STOCK
AND SECURITIES WARRANTS
----------------

We may sell from time to time, in one or more offerings:

- Debt Securities

- Class A Subordinate Voting Stock

- Warrants to Purchase Debt Securities or Class A Subordinate Voting Stock

Debt Securities may be exchangeable for, or convertible into, other Debt
Securities or Class A Subordinate Voting Stock.

The total offering price of these securities, in the aggregate, will not
exceed $500,000,000. We will provide specific terms of these securities in
supplements to this prospectus. You should read this prospectus and any
supplement to this prospectus carefully before you invest. IN PARTICULAR, YOU
SHOULD CAREFULLY CONSIDER THE DISCUSSION IN "RISK FACTORS" BEGINNING ON PAGE 3
OF THIS PROSPECTUS BEFORE YOU INVEST.

Our Class A Subordinate Voting Stock is traded on the Nasdaq National Market
under the symbol "MIEC" and on The Toronto Stock Exchange under the symbol
"MIE.A." On September 27, 2001, the last sale price on Nasdaq for our Class A
Subordinate Voting Stock was $6.50 per share and the last sale price on The
Toronto Stock Exchange for our Class A Subordinate Voting Stock was Cdn. $10.00
per share.

We may offer the securities directly or through underwriters, agents or
dealers. The supplements to this prospectus will designate the terms of our plan
of distribution. The discussion under the heading "Plan of Distribution"
provides more information on this topic.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR OTHER
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This prospectus is dated , 2001
<Page>
TABLE OF CONTENTS

<Table>
<Caption>
PAGE
--------

About this Prospectus....................................... 2
Risk Factors................................................ 3
Forward-Looking Statements.................................. 14
Ratio of Earnings to Fixed Charges.......................... 15
Use of Proceeds............................................. 15
Dividend Policy............................................. 15
Selected Financial and Operating Information................ 16
Management's Discussion and Analysis of Results of
Operations and Financial Position......................... 18
Our Business................................................ 29
Management.................................................. 46
Principal Stockholders...................................... 51
Relationship with Magna International....................... 51
Description of Debt Securities.............................. 53
Description of Capital Stock................................ 62
Description of Securities Warrants.......................... 65
Corporate Constitution...................................... 67
Plan of Distribution........................................ 68
Legal Matters............................................... 69
Experts..................................................... 70
Transfer Agent and Registrar................................ 70
Additional Information...................................... 70
Incorporation of Certain Information by Reference........... 71
Index to Consolidated Financial Statements.................. F-1
</Table>

------------------------

In this prospectus, when we use the terms "we", "us", "our" and the
"Company", we are referring to Magna Entertainment Corp. and its subsidiaries,
unless the context otherwise requires. In this prospectus, unless stated
otherwise, all references to "U.S. $" or "$" are to U.S. dollars and all
references to "Cdn. $" are to Canadian dollars. All pro forma financial or
operating information in this prospectus is derived from our unaudited Pro Forma
Consolidated Statements of Operations and Comprehensive Income (Loss), which
give effect to acquisitions that we made after January 1, 2000 as though they
were completed on that date. See "Pro Forma Consolidated Statements of
Operations and Comprehensive Income (Loss)" beginning on page F-2.

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ABOUT THIS PROSPECTUS

This prospectus is part of a shelf registration statement that we filed with
the Securities and Exchange Commission (the "SEC") and also constitutes a base
shelf prospectus filed with the securities regulatory authorities of each
province of Canada. Under this shelf registration statement and base shelf
prospectus, we may sell any combination of the securities described in this
prospectus in one or more offerings up to a total dollar amount of $500,000,000.
For further information about our business and the securities, you should refer
to this registration statement and its exhibits or to the documents incorporated
by reference in the Canadian base shelf prospectus. The exhibits to the
registration statement contain the full text of certain contracts and other
important documents summarized in this prospectus, which have also been filed in
Canada. Because these summaries may not contain all the information that you may
find important in deciding whether to purchase the securities we may offer, you
should review the full text of these documents. You can obtain the registration
statement from the SEC and the documents filed with Canadian securities
regulatory authorities as indicated under the heading "Additional Information".

This prospectus provides you with a general description of the securities we
may offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and the prospectus
supplement together with additional information described under the heading
"Additional Information".

You should rely only on the information contained or incorporated by
reference in this prospectus and the prospectus supplement. We have not
authorized anyone to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. This
prospectus and the prospectus supplement may only be used where it is legal to
offer the securities. The information in this prospectus, as well as information
we have previously filed with the SEC and the Canadian securities regulatory
authorities and incorporated by reference in this prospectus, is accurate only
as of the date on the front cover of this prospectus. Our business, financial
condition, results of operations, risks and prospects may have changed since
that date.

2
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RISK FACTORS

The most significant risks and uncertainties we face are described below,
but other risks and uncertainties that are not known to us or that we currently
believe are not material may also have a material adverse effect on our
business, financial condition, operating results and prospects. YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING FACTORS IN ADDITION TO THE OTHER INFORMATION
CONTAINED IN THIS PROSPECTUS AND THE APPLICABLE PROSPECTUS SUPPLEMENT BEFORE
PURCHASING ANY OF OUR CLASS A SUBORDINATE VOTING STOCK OR OTHER SECURITIES
DESCRIBED IN THIS PROSPECTUS.

If any of the following risks, or any of the risks described in the other
documents we file with the SEC and the Canadian securities regulatory
authorities, actually occur, our business, financial condition, operating
results and prospects could be materially adversely affected. In that case, the
trading price of shares of our Class A Subordinate Voting Stock or other
securities could decline substantially, our creditworthiness could deteriorate
and investors may lose all or part of the value of the shares of our Class A
Subordinate Voting Stock, or other securities held by them.

RISKS REGARDING OUR COMPANY

WE ARE A RELATIVELY NEW COMPANY WITH A SHORT HISTORY OF RACETRACK
OPERATIONS. WE MUST SUCCESSFULLY INTEGRATE RECENT RACETRACK ACQUISITIONS OR OUR
OPERATING RESULTS MAY BE ADVERSELY AFFECTED.

We were incorporated less than three years ago and acquired our first
racetrack in December 1998. Accordingly, although all our racetracks have been
in operation for some time, we have a relatively short history of owning and
operating racetracks. The acquisition of Santa Anita Park was completed in
December 1998, the acquisition of Gulfstream Park was completed in September
1999, the acquisition of Remington Park and Thistledown was completed in
November 1999, the acquisition of Golden Gate Fields was completed in December
1999, the acquisition of Great Lakes Downs was completed in February 2000, the
acquisition of Bay Meadows was completed in November 2000, and the acquisition
of The Meadows was completed in April 2001. Prior to their respective
acquisitions, most of these racetracks had been operated separately under
different ownership. Completing the integration of these businesses into our
operations will require a significant dedication of management resources and
further expansion of our information and other operating systems.

If we do not successfully integrate our recent acquisitions and any future
acquisitions, or if this integration consumes a significant amount of our
management's time, then these acquisitions may materially adversely affect our
efficiency and, therefore, our business, financial condition, operating results
and prospects.

IF WE DO NOT IDENTIFY, NEGOTIATE AND COMPLETE A SUFFICIENT NUMBER OF
STRATEGIC ACQUISITIONS, WE MAY NOT ACHIEVE OUR BUSINESS PLAN AND OUR GROWTH
PROSPECTS MAY SUFFER.

Our current business plan calls for us to continue to actively pursue
strategic acquisitions. Our future profitability will depend to some degree upon
the ability of our management to identify, complete and successfully integrate
commercially viable acquisitions. If we do not do so for any reason, we may not
be able to implement our business plan successfully, or grow as quickly as we
anticipate, and our business, financial condition, operating results and
prospects may be materially adversely affected.

WE HAVE RECRUITED MOST OF OUR SENIOR EXECUTIVE OFFICERS FROM OUTSIDE THE
RACETRACK INDUSTRY.

Although our management personnel at our racetracks generally have extensive
experience in the racetrack industry, we have recruited most of our senior
executive officers from outside the industry. Our chief executive officer, chief
operating officer and chief financial officer each joined us during the

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last two years. This lack of racetrack industry experience may impede the
implementation of our strategy and slow our growth.

WE MAY NOT BE ABLE TO OBTAIN FINANCING OR MAY BE ABLE TO OBTAIN IT ONLY ON
UNFAVORABLE TERMS, WHICH MAY AFFECT THE VIABILITY OF OUR EXPANSION PROJECTS OR
MAKE EXPANSION MORE COSTLY.

We may require additional financing in order to expand our operations. It is
possible that this financing will not be available or, if available, will not be
available on terms that are favorable to us. Our controlling stockholder, Magna
International, has made a commitment to its shareholders that it will not,
before June 1, 2006, make any further debt or equity investments in, or
otherwise provide financial assistance to, us or any of our subsidiaries without
the prior consent of the holders of a majority of Magna International's
subordinate voting shares. If we are unable to obtain financing on favorable
terms, or at all, we may not be able to expand our operations, which could have
a material adverse effect on our business, financial condition, operating
results and prospects.

OUR RECENT OPERATING INCOME INCLUDES SUBSTANTIAL GAINS FROM THE SALE OF
NON-CORE REAL ESTATE, WHICH SALES WILL SOON DECREASE AND MAY CAUSE OUR FUTURE
OPERATING INCOME AND CASH FLOW TO DECREASE.

Approximately 29% of our pro forma EBITDA for the six months ended June 30,
2001 resulted from gains from real estate sales. These gains will likely be
reduced to zero over the next three years as the balance of our non-core real
estate portfolio is sold. If we do not replace these gains with additional
operating income and cash flow from our racetrack operations, our future
operating income and cash flow will decline.

OUR BUSINESS IS HEAVILY CONCENTRATED AT CERTAIN OF OUR RACETRACKS.

Four of our racetracks, Santa Anita, Gulfstream, Golden Gate Fields and Bay
Meadows, accounted for approximately 69% of our pro forma revenue and 78% of our
pro forma EBITDA for the six months ended June 30, 2001. If a business
interruption were to occur and continue for a significant length of time at any
of these racetracks, it could have a material adverse effect on our business,
financial condition, operating results and prospects.

WE ARE CONTROLLED BY MAGNA INTERNATIONAL AND THEREFORE MAGNA INTERNATIONAL
IS ABLE TO PREVENT ANY TAKEOVER OF US BY A THIRD PARTY.

Magna International owns all our Class B Stock, which is generally entitled
to 20 votes per share, and therefore is entitled to exercise over 98% of the
total voting power of our outstanding stock. It is therefore able to elect all
our directors and to control us. As a result, Magna International is able to
cause or prevent a change in our control. See "Description of Capital
Stock--Takeover Protection".

OUR RELATIONSHIP WITH MAGNA INTERNATIONAL IS NOT AT "ARM'S LENGTH", AND
THEREFORE MAGNA INTERNATIONAL MAY INFLUENCE US TO MAKE DECISIONS THAT ARE NOT IN
THE BEST INTERESTS OF OUR OTHER STOCKHOLDERS.

Our relationship with Magna International is not at arm's length. In
addition to the ownership of our stock as described in the preceding risk
factor, four members of our board of directors are also members of Magna
International's board of directors and we have the same chairman. In some cases,
the interests of Magna International may not be the same as those of our other
stockholders, and conflicts of interest may arise from time to time that may be
resolved in a manner detrimental to us or our minority stockholders. Magna
International is able to cause us to effect certain corporate transactions
without the consent of the holders of our Class A Subordinate Voting Stock,
subject to applicable law and the fiduciary duties of our directors and
officers. As a result, transactions effected

4
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between us and Magna International may not be on the same terms as could be
obtained from independent parties.

A DECLINE IN GENERAL ECONOMIC CONDITIONS COULD ADVERSELY AFFECT OUR
BUSINESS.

Our operations are affected by general economic conditions, and therefore
our future success is unpredictable. The demand for entertainment and leisure
activities tends to be highly sensitive to consumers' disposable incomes, and
thus a decline in general economic conditions may lead to our customers having
less discretionary income to wager on horse racing. This could have a material
adverse effect on our business, financial condition, operating results and
prospects.

OUR MANAGEMENT MAY HAVE BROAD DISCRETION OVER THE USE OF PROCEEDS FROM ANY
OFFERING OF SECURITIES DESCRIBED IN THIS PROSPECTUS, AND MAY SPEND THE PROCEEDS
IN WAYS WITH WHICH YOU DO NOT AGREE.

Our management may retain broad discretion as to the use of proceeds from
any offering of securities described in this prospectus. Accordingly, you may
not have an opportunity to evaluate the specific uses of those proceeds and you
may not agree with those uses. Our failure to use the proceeds effectively could
have an adverse effect on our business, financial condition, operating results
and prospects.

WE ARE EXPOSED TO CURRENCY EXCHANGE RATE FLUCTUATIONS.

Our business outside the United States is generally transacted in currencies
other than U.S. dollars. Fluctuations in currencies relative to the U.S. dollar
may make it more difficult to perform period-to-period comparisons of our
operating results. Moreover, fluctuations in the U.S. dollar relative to
currencies in which earnings are generated outside the United States could
materially adversely affect our business, financial condition, operating results
and prospects.

RISKS RELATING TO OUR GAMING OPERATIONS

A DECLINE IN THE POPULARITY OF HORSE RACING COULD ADVERSELY IMPACT OUR
BUSINESS.

The continued popularity of horse racing is important to our growth plans
and our operating results. Our business plan anticipates our attracting new
customers to our racetracks, off-track betting facilities and account wagering
operations. Even if we are successful in making acquisitions and expanding and
improving our current operations, we may not be able to attract a sufficient
number of new customers to achieve our business plan. Public tastes are
unpredictable and subject to change. Any decline in interest in horse racing or
any change in public tastes may adversely affect our business, financial
condition, operating results and prospects.

DECLINING ON-TRACK ATTENDANCE AND INCREASING COMPETITION IN SIMULCASTING MAY
MATERIALLY ADVERSELY AFFECT OUR OPERATING RESULTS.

There has been a general decline in the number of people attending and
wagering at live horse races at North American racetracks due to a number of
factors, including increased competition from other forms of gaming,
unwillingness of customers to travel a significant distance to racetracks and
the increasing availability of off-track wagering. The declining attendance at
live horse racing events has prompted racetracks to rely increasingly on
revenues from inter-track, off-track and account wagering markets. The
industry-wide focus on inter-track, off-track and account wagering markets has
increased competition among racetracks for outlets to simulcast their live
races. A continued decrease in attendance at live events and in on-track
wagering, as well as increased competition in the inter-track, off-track and
account wagering markets, could lead to a decrease in the amount wagered at our

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facilities and on races conducted at our racetracks and may materially adversely
affect our business, financial condition, operating results and prospects.

OUR GAMING ACTIVITIES ARE DEPENDENT ON GOVERNMENTAL REGULATION AND
APPROVALS. AMENDMENTS TO SUCH REGULATION OR THE FAILURE TO OBTAIN SUCH APPROVALS
COULD ADVERSELY AFFECT OUR EXISTING BUSINESS AND OUR GROWTH.

All our pari-mutuel wagering operations are contingent upon the continued
governmental approval of these operations as forms of legalized gaming. All our
current and proposed gaming operations are subject to extensive governmental
regulation and could be subjected at any time to additional or more restrictive
regulation, or banned entirely. See "Our Business--Government Regulation" and
"--Environmental Matters".

We may be unable to obtain, maintain or renew all governmental licenses,
registrations, permits and approvals necessary for the operation of our
pari-mutuel wagering facilities. The loss of any of our licenses, registrations,
permits or approvals may materially limit the number of races we conduct or the
form or types of pari-mutuel wagering we offer, and could have a material
adverse effect on our business, financial condition, operating results and
prospects. In addition, we currently devote significant financial and management
resources to complying with the various governmental regulations to which our
operations are subject. Any significant increase in governmental regulation
would increase the amount of our resources devoted to governmental compliance,
could substantially restrict our business, and could materially adversely affect
our business, financial condition, operating results and prospects.

Moreover, any future expansion of our gaming operations will likely require
us to obtain additional licenses, registrations, permits and approvals or, in
some cases, amendments to current laws governing such activities. The licensing
and legislative amendment processes can be both lengthy and costly, and we may
not be successful in obtaining required licenses, registrations, permits,
approvals and amendments.

The high degree of regulation in the gaming industry is a significant
obstacle to our growth strategy, especially with respect to "account wagering",
including telephone, interactive television and Internet-based wagering. Account
wagering may currently be conducted only through hubs or bases located in
certain states. Our expansion opportunities in this area will be limited unless
more states amend their laws to permit account wagering. The necessary
amendments to those laws may not be enacted.

In the past, certain state attorneys general, district attorneys and other
law enforcement officials have expressed concern over the legality of interstate
account wagering. In December 2000, legislation was enacted in the United States
that amends the Interstate Horseracing Act of 1978. We believe that this
amendment clarifies that inter-track simulcasting, off-track betting and account
wagering, as currently conducted by the U.S. horse racing industry, are
authorized under U.S. federal law. The amendment may not be interpreted in this
manner by all concerned, however, and there may be challenges to these
activities by both state and federal law enforcement authorities, which could
have a material adverse impact on our business, financial condition, operating
results and prospects.

From time to time, the United States Congress has considered legislation
that would inhibit or restrict the use of certain financial instruments,
including credit cards, to provide funds for account wagering. For example, in
May 2001, the United States Senate Commerce Committee proposed legislation, in
the form of the Unlawful Internet Gambling Funding Bill, that would prohibit
financial institutions from enforcing credit card debts if they knew the debts
were being incurred in order to gamble illegally through the Internet. Further,
in July 2001, a bill was reintroduced into the United States House of
Representatives that would prohibit any person in a gambling business from
knowingly accepting, in connection with the participation of another person in
Internet gambling, credit, an

6
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electronic funds transfer, a check, a draft or the proceeds of credit or an
electronic funds transfer. Legislation of this nature, if enacted, could inhibit
account wagering by restricting the use of credit cards and other commonly used
financial instruments to fund wagering accounts. This could have a material
adverse impact on our efforts to expand our account wagering business.

IMPLEMENTATION OF SOME OF THE RECOMMENDATIONS OF THE NATIONAL GAMBLING
IMPACT STUDY COMMISSION MAY HARM OUR GROWTH PROSPECTS.

In August 1996, the United States Congress established the National Gambling
Impact Study Commission to conduct a comprehensive study of the social and
economic effects of the gambling industry in the United States. This commission
reviewed existing federal, state and local policy and practices with respect to
the legalization or prohibition of gambling activities with the aim of
formulating and proposing changes in these policies and practices and
recommending legislation and administrative actions for these proposed changes.
On April 28, 1999, the Commission voted to recommend that there be a pause in
the expansion of gaming. On June 18, 1999, the Commission issued a report
setting out its findings and conclusions, together with recommendations for
legislation and administrative actions. Some of the recommendations were:

- prohibiting Internet gambling that was not already authorized within the
United States or among parties in the United States and any foreign
jurisdiction;

- limiting the expansion of gambling into homes through such mediums as
account wagering; and

- banning the introduction of casino-style gambling into pari-mutuel
facilities for the primary purpose of saving a pari-mutuel facility that
the market has determined no longer serves the community or for the
purpose of competing with other forms of gaming.

The recommendations made by the National Gambling Impact Study Commission
could result in the enactment of new laws and/or the adoption of new regulations
in the United States, which would materially adversely impact the gambling
industry in the United States in general or our segment in particular and
consequently may threaten our growth prospects.

WE FACE SIGNIFICANT COMPETITION FROM OPERATORS OF OTHER RACETRACKS AND OTHER
FORMS OF GAMING, WHICH COULD DECREASE THE AMOUNT WAGERED AT OUR FACILITIES AND
MATERIALLY ADVERSELY AFFECT OUR OPERATING RESULTS.

We face significant competition in each of the jurisdictions in which we
have wagering operations and we expect this competition to intensify as new
gaming operators enter our markets and existing competitors expand their
operations and consolidate management of multiple racetracks. One of our
competitors, Churchill Downs Inc., has been in operation for a much longer
period of time than we have and may have greater name recognition. We also
compete for customers with other sports, entertainment and gaming operators,
including casinos and government-sponsored lotteries. If we lose customers for
any reason, our business, financial condition, operating results and prospects
may be materially adversely affected.

In addition, Florida tax laws have historically discouraged the three
Miami-area horse racetracks, Gulfstream Park, Hialeah Park and Calder Race
Course, from scheduling concurrent races. A new tax structure, effective as of
July 1, 2001, has eliminated this deterrent. As a result, our Gulfstream Park
will likely face direct competition from the other Miami-area horse racetracks
in the future. This competition could affect the operating results of Gulfstream
Park, which could reduce our overall profitability.

Government sponsored lotteries benefit from numerous distribution channels,
including supermarkets and convenience stores, as well as from frequent and
extensive advertising campaigns. We do not have the same access to the public or
the advertising resources that are available to

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government-sponsored lotteries, which may adversely affect our ability to
effectively compete with those lotteries.

WE DEPEND ON AGREEMENTS WITH OUR HORSEMEN'S INDUSTRY ASSOCIATIONS TO OPERATE
OUR BUSINESS.

The U.S. Interstate Horseracing Act of 1978, as well as various state racing
laws, require that, in order to simulcast races, we have written agreements with
the horsemen at our racetracks, who are represented by industry associations. In
some states, if we fail to maintain operative agreements with the industry
associations, we may not be permitted to conduct live racing or simulcasting at
tracks within those states. In addition, our simulcasting agreements are
generally subject to the approval of the industry associations. Should we fail
to renew existing agreements with the industry associations on satisfactory
terms or fail to obtain approval for new simulcast agreements, then our
business, financial condition, operating results and prospects could be
materially adversely affected.

IF WE ARE UNABLE TO CONTINUE TO NEGOTIATE SATISFACTORY UNION CONTRACTS, SOME
OF OUR EMPLOYEES MAY COMMENCE A STRIKE. A STRIKE BY OUR EMPLOYEES OR A WORK
STOPPAGE BY BACKSTRETCH PERSONNEL, WHO ARE EMPLOYED BY HORSE OWNERS AND
TRAINERS, MAY LEAD TO LOST REVENUES AND COULD HAVE A MATERIAL ADVERSE EFFECT ON
OUR BUSINESS.

As of December 31, 2000, we employed approximately 3,200 full-time
employees, approximately 2,000 of whom were represented by unions. A strike or
other work stoppage by our employees could lead to lost revenues and have a
material adverse effect on our business, financial condition, operating results
and prospects.

Recently enacted legislation in California will facilitate the organization
of backstretch personnel in that state. A strike by backstretch personnel could,
even though they are not our employees, lead to lost revenues and have a
material adverse effect on our business, financial condition, operating results
and prospects.

WE CURRENTLY FACE SIGNIFICANT COMPETITION FROM INTERNET AND OTHER FORMS OF
ACCOUNT WAGERING, WHICH MAY REDUCE OUR PROFITABILITY.

Internet and other account wagering gaming services allow their customers to
wager on a wide variety of sporting events and casino games from home. The
National Gambling Impact Study Commission's June 1999 report estimates that
there are over 250 on-line casinos, 64 lotteries, 20 bingo games and 139 sports
wagering services offering gambling over the Internet. Amounts wagered in the
Internet gaming market are estimated to have doubled from approximately
$445 million in 1997 to over $900 million in 1998, according to INTERACTIVE
GAMING NEWS, an Internet gaming publication. Although many on-line wagering
services are operating from offshore locations in violation of U.S. law by
accepting wagers from U.S. residents, they may divert wagering dollars from
legitimate wagering venues such as our racetracks. Moreover, our racetrack
operations may require greater ongoing capital expenditures in order to expand
our business than the capital expenditures required by Internet and other
account wagering gaming operators. Currently, we cannot offer the diverse gaming
options offered by Internet and other account wagering gaming operators and may
face significantly greater costs in operating our business. Our inability to
compete successfully with these operators could have a material adverse effect
on our business, financial condition, operating results and prospects.

In addition, the market for account wagering is affected by changing
technology. Our ability to anticipate such changes and to develop and introduce
new and enhanced services on a timely basis will be a significant factor in our
ability to expand, remain competitive and attract new customers.

8
<Page>
EXPANSION OF GAMING CONDUCTED BY NATIVE AMERICAN GROUPS MAY LEAD TO
INCREASED COMPETITION IN OUR INDUSTRY, WHICH MAY NEGATIVELY IMPACT OUR GROWTH
AND PROFITABILITY.

In March 2000, the California state constitution was amended, resulting in
the expansion of gaming activities permitted to be conducted by Native American
groups in California. This may lead to increased competition and may have an
adverse effect on the profitability of Santa Anita Park, Golden Gate Fields, Bay
Meadows and our future growth in California. It may also affect the purses that
those tracks are able to offer and therefore adversely affect our ability to
attract top horses.

Several Native American groups in Florida have recently expressed interest
in opening or expanding existing casinos in southern Florida, which could
compete with Gulfstream Park and reduce its profitability.

Moreover, other Native American groups may open or expand casinos in other
regions of the country where we currently operate, or plan to operate,
racetracks or other gaming operations. Any such competition from Native American
groups could have a material adverse effect on our business, financial
condition, operating results and prospects.

SOME JURISDICTIONS VIEW OUR OPERATIONS PRIMARILY AS A MEANS OF RAISING
TAXES, AND THEREFORE WE ARE PARTICULARLY VULNERABLE TO ADDITIONAL OR INCREASED
TAXES AND FEES.

We believe that the prospect of raising significant additional revenue
through taxes and fees is one of the primary reasons that certain jurisdictions
permit legalized gaming. As a result, gaming companies are typically subject to
significant taxes and fees in addition to the normal federal, state, provincial
and local income taxes, and such taxes and fees may be increased at any time.
From time to time, legislators and officials have proposed changes in tax laws,
or in the administration of such laws, affecting the gaming industry. For
instance, U.S. legislators have proposed the imposition of a U.S. federal tax on
gross gaming revenues. It is not possible to determine with certainty the
likelihood of any such changes in tax laws or their administration; however, if
enacted, such changes could have a material adverse effect on our business,
financial condition, operating results and prospects.

OUR OPERATING RESULTS FLUCTUATE SEASONALLY AND MAY BE IMPACTED BY A
REDUCTION IN LIVE RACING DATES, DUE TO INCLEMENT WEATHER OR REGULATORY FACTORS.

We experience significant fluctuations in quarterly operating results due to
the seasonality associated with the racing schedules at our racetracks.
Generally, our revenues from racetrack operations are greater in the first
quarter of the calendar year than in any other quarter. We have a limited number
of live racing dates at each of our racetracks and the number of live racing
dates varies somewhat from year to year. The allocation of live racing dates in
most of the states in which we operate is subject to regulatory approval from
year to year and, in any given year, we may not receive the same or more racing
dates than we have had in prior years. Recently, the regulatory agencies in
California have announced their intention to reduce live racing dates. We are
also faced with the prospect that competing racetracks may seek to have some of
our historical dates allocated to them. A significant decrease in the number of
live racing dates could have a material adverse effect on our business,
financial condition, operating results and prospects.

Since horse racing is conducted outdoors, unfavorable weather conditions,
including extremely high or low temperatures, excessive precipitation, storms or
hurricanes, may cause races to be cancelled or may reduce attendance and
wagering. Since a substantial portion of our operating expenses is fixed, the
loss of scheduled racing days or a reduction in the number of races held or the
number of horses racing due to unfavorable weather could have a material adverse
effect on our business, financial condition, operating results and prospects.

9
<Page>
THE CURRENT LEASE OF THE BAY MEADOWS PROPERTY EXPIRES IN LESS THAN TWO YEARS
AND MAY NOT BE RENEWED BECAUSE THE CURRENT LESSOR IS IN THE PROCESS OF SELLING
THE PROPERTY.

The Bay Meadows site lease expires on December 31, 2002 (subject to
extension through March 31, 2003 if we are holding a race meet). Although we are
exploring various alternative venues for the conduct of the racing dates
currently held at Bay Meadows, there is a risk that we will be unable to obtain
the necessary regulatory approvals to transfer these racing dates to another
racetrack operated by us in Northern California, which could materially
adversely affect our business, financial condition, operating results and
prospects.

THE PROFITABILITY OF OUR RACETRACKS IS PARTIALLY DEPENDENT UPON THE SIZE OF
THE LOCAL HORSE POPULATION IN THE AREAS IN WHICH OUR RACETRACKS ARE LOCATED.

Horse population is a factor in a racetrack's profitability because it
generally affects the average number of horses (i.e., the average "field size")
that run in races. Larger field sizes generally mean increased wagering and
higher wagering revenues due to a number of factors, including the availability
of exotic bets (such as "exacta" and "trifecta" wagers). Various factors have
led to declines in the horse population in certain areas of the country,
including competition from racetracks in other areas, increased costs and
changing economic returns for owners and breeders, and the recent Mare
Reproductive Loss Syndrome, which has caused a large number of mares in Kentucky
to sustain late term abortions or early embryonic loss. If we are unable to
attract horse owners to stable and race their horses at our tracks by offering a
competitive environment, including improved facilities, well-maintained
racetracks, better living conditions for backstretch personnel involved in the
care and training of horses stabled at our tracks, and a competitive purse
structure, our business, financial condition, operating results and prospects
may be materially adversely affected.

AN EARTHQUAKE IN CALIFORNIA COULD INTERRUPT OUR OPERATIONS AT SANTA ANITA
PARK, GOLDEN GATE FIELDS AND BAY MEADOWS, WHICH WOULD ADVERSELY IMPACT OUR CASH
FLOW FROM THESE RACETRACKS.

Three of our largest racetracks, Santa Anita Park, Golden Gate Fields and
Bay Meadows, are located in California and are therefore subject to earthquake
risks. We do not maintain significant earthquake insurance on the structures at
our California racetracks. We maintain fire insurance for fire risks, including
those resulting from earthquakes, subject to policy limits and deductibles.
There can be no assurance that earthquakes or the fires often caused by
earthquakes will not seriously damage our California racetracks and related
properties or that the recoverable amount of insurance proceeds will be
sufficient to fully cover reconstruction costs and other losses. If an uninsured
or underinsured loss occurs, we could lose anticipated revenue and cash flow
from our California racetracks.

OUR BUSINESS DEPENDS ON PROVIDERS OF TOTALISATOR SERVICES.

In purchasing and selling our pari-mutuel wagering products, our customers
depend on information provided by two of the three main totalisator companies
operating in North America. These totalisator companies provide the computer
systems that accumulate wagers, record sales, calculate payoffs and display
wagering data. The loss of any of the totalisator companies as a provider of
these critical services would decrease competition in the market for those
services and could result in an increase in the cost to obtain them.
Additionally, the failure of the totalisator companies to keep their technology
current could limit our ability to serve customers effectively or develop new
forms of wagering. Because of the highly specialized nature of these services,
replicating these totalisator services would be expensive.

10
<Page>
REAL ESTATE OWNERSHIP AND DEVELOPMENT RISKS

OUR OWNERSHIP AND DEVELOPMENT OF REAL ESTATE IS SUBJECT TO RISKS AND MAY
INVOLVE SIGNIFICANT ONGOING EXPENDITURES OR LOSSES THAT COULD ADVERSELY AFFECT
OUR OPERATING RESULTS.

All real estate investments are subject to risks including: general economic
conditions, such as the availability and cost of financing; local real estate
conditions, such as an oversupply of residential, office, retail or warehousing
space, or a reduction in demand for real estate in the area; governmental
regulation, including taxation of property and environmental legislation; and
the attractiveness of properties to potential purchasers or tenants. The real
estate industry is also capital intensive and sensitive to interest rates.
Further, significant expenditures, including property taxes, mortgage payments,
maintenance costs, insurance costs and related charges, must be made throughout
the period of ownership of real property, which expenditures may negatively
impact our operating results.

WE MAY NOT BE ABLE TO SELL SOME OF OUR NON-CORE REAL ESTATE WHEN WE NEED TO
OR AT THE PRICE WE WANT, WHICH MAY MATERIALLY ADVERSELY AFFECT OUR FINANCIAL
CONDITION.

At times, it may be difficult for us to dispose of some of our non-core real
estate. The costs of holding real estate may be high and, during a recession, we
may be faced with ongoing expenditures with little prospect of earning revenue
on our non-core real estate properties. If we have inadequate cash reserves, we
may have to dispose of properties at prices that are substantially below the
prices we desire, and in some cases, below the prices we originally paid for the
properties, which may materially adversely affect our financial condition and
our growth plans.

WE REQUIRE GOVERNMENTAL APPROVALS FOR SOME OF OUR PROPERTIES WHICH MAY TAKE
A LONG TIME TO OBTAIN OR WHICH MAY NOT BE GRANTED, EITHER OF WHICH COULD
MATERIALLY ADVERSELY AFFECT OUR EXISTING BUSINESS OR OUR GROWTH.

Some of our properties will require zoning and other approvals from local
government agencies. The process of obtaining these approvals may take many
months and we might not obtain the necessary approvals. Furthermore, in the case
of certain land to be held by us in Aurora, Ontario, the transfer of this land
to us from Magna International is conditional on our obtaining permission to
sever the land from adjoining properties and other approvals. If we do not
obtain these approvals, we may not ultimately acquire this land. Holding costs,
while regulatory approvals are being sought, and delays may render a project
economically unfeasible. If we do not obtain all of our necessary approvals, our
plans, growth and profitability could be materially adversely affected.

WE MAY NOT BE ABLE TO COMPLETE EXPANSION PROJECTS SUCCESSFULLY AND ON TIME,
WHICH WOULD MATERIALLY ADVERSELY AFFECT OUR GROWTH AND OUR OPERATING RESULTS.

We intend to further develop our racetracks and expand our gaming
activities. Numerous factors, including regulatory and financial constraints,
could cause us to alter, delay or abandon our existing plans. If we proceed to
develop new facilities or enhance our existing facilities, we face numerous
risks that could require substantial changes to our plans. These risks include
the inability to secure all required permits and the failure to resolve
potential land use issues, as well as risks typically associated with any
construction project, including possible shortages of materials or skilled
labor, unforeseen engineering or environmental problems, delays and work
stoppages, weather interference and unanticipated cost overruns. For example,
Santa Anita Park completed certain upgrades to its facilities in 1999. The
disruption caused by these upgrades was greater than anticipated and reduced the
total amount wagered at Santa Anita Park's simulcast wagering facilities and
attendance at The Oak Tree Meet in 1999. Even if completed in a timely manner,
our expansion projects may not be successful, which would affect our growth and
could have a material adverse effect on our business, financial condition,
operating results and prospects.

11
<Page>
WE FACE STRICT ENVIRONMENTAL REGULATION AND MAY BE SUBJECT TO LIABILITY FOR
ENVIRONMENTAL DAMAGE, WHICH COULD MATERIALLY ADVERSELY AFFECT OUR FINANCIAL
RESULTS.

We are subject to a wide range of requirements under environmental laws and
regulations relating to waste water discharge, waste management and storage of
hazardous substances. Compliance with environmental laws and regulations can, in
some circumstances, require significant capital expenditures. Moreover,
violations can result in significant penalties and, in some cases, interruption
or cessation of operations. We are currently involved in a dispute with the
United States Environmental Protection Agency involving the Portland Meadows
racetrack, which we have conditionally agreed to lease and operate, which
dispute caused us to postpone the planned September 1, 2001 opening of that
facility. See "Our Business--Environmental Matters."

Furthermore, we may not have all required environmental permits and we may
not otherwise be in compliance with all applicable environmental requirements.
Where we do not have an environmental permit but one may be required, we will
determine if one is in fact required and, if so, will seek to obtain one and
address any related compliance issues, which may require significant capital
expenditures.

Various environmental laws and regulations in the United States, Canada and
Europe impose liability on us as a current or previous owner and manager of real
property, for the cost of maintenance, removal and remediation of hazardous
substances released or deposited on or in properties now or previously owned or
managed by us or disposed of in other locations. Our ability to sell properties
with hazardous substance contamination or to borrow money using that property as
collateral may also be uncertain.

Changes to environmental laws and regulations, resulting in more stringent
terms of compliance, or the enactment of new environmental legislation, could
expose us to additional liabilities and ongoing expenses.

Any of these environmental issues could have a material adverse effect on
our business, financial condition, operating results and prospects.

RISKS RELATING TO OUR SECURITIES

OUR STOCK PRICE MAY BE VOLATILE, AND FUTURE ISSUANCES OR SALES OF OUR STOCK
MAY DECREASE OUR STOCK PRICE.

The trading price of our Class A Subordinate Voting Stock has experienced,
and may continue to experience, substantial volatility. The following factors
have had, and may continue to have, a significant effect on the market price of
our Class A Subordinate Voting Stock:

- our historical and anticipated operating results;

- the announcement of new wagering and gaming opportunities by us or our
competitors;

- the passage of legislation affecting horse racing or gaming;

- developments affecting the horse racing or gaming industries generally;

- sales or other issuances or the perception of potential sales or
issuances, including in connection with our past and future acquisitions,
of substantial amounts of our shares;

- sales or the expectation of sales by Magna International of a portion of
our shares held by it, as a result of its previously stated intention to
reduce its majority equity position in us over time, or by our other
significant stockholders;

- the possibility that, after the exchangeable shares of our Canadian
subsidiary cease to be outstanding, certain Canadian institutional
shareholders of Magna International, who received

12
<Page>
our stock as a distribution from Magna International, may sell their
holdings of our shares because these shareholders are subject to
restrictions on the amount of stock of a non-Canadian company that they
may own; and

- a shift in investor interest away from the gaming industry, in general.

These factors could have a material adverse effect on the market price of
our Class A Subordinate Voting Stock, regardless of our financial condition and
operating results.

THE TRADING PRICE OF OUR CLASS A SUBORDINATE VOTING STOCK COULD DECREASE AS
A RESULT OF OUR ISSUING ADDITIONAL SHARES AS CONSIDERATION FOR FUTURE
ACQUISITIONS.

We may issue our Class A Subordinate Voting Stock as full or partial
consideration in connection with future acquisitions. To the extent that we do
so, the percentage of our common equity and voting stock that our existing
stockholders own will decrease and, particularly if such acquisitions do not
contribute proportionately to our profitability, the trading price of our shares
may also decrease.

SALES OF OUR CLASS A SUBORDINATE VOTING STOCK BY MAGNA INTERNATIONAL, BY
CERTAIN OTHER OF OUR SIGNIFICANT STOCKHOLDERS UNDER OUR OTHER SHELF REGISTRATION
STATEMENT, OR BY US UNDER THIS SHELF REGISTRATION STATEMENT COULD DEPRESS OUR
STOCK PRICE.

As of the date of this prospectus, Magna International owns 4,362,328 shares
of our Class A Subordinate Voting Stock and 58,466,056 shares of our Class B
Stock (which are convertible into shares of our Class A Subordinate Voting Stock
on a one-for-one basis). Magna International has announced its intention at an
undetermined point in the future to convert some shares of our Class B Stock to
shares of our Class A Subordinate Voting Stock and dispose of these shares of
our Class A Subordinate Voting Stock when market conditions for doing so are
favorable, with the ultimate intention of retaining only a minority equity
position but continuing to retain control of us. In addition, we have filed a
shelf registration statement that, once declared effective, will allow for the
secondary sale of 4,793,043 shares of our Class A Subordinate Voting Stock by
some of our stockholders who received those shares in connection with our past
acquisitions. Sales of a substantial number of shares of our Class A Subordinate
Voting Stock, either by Magna International or under this or our other shelf
registration statement, could depress the prevailing market prices of our
Class A Subordinate Voting Stock.

WE DO NOT PLAN TO PAY DIVIDENDS UNTIL 2004, IF AT ALL.

We have not paid any dividends to date on our Class A Subordinate Voting
Stock, we do not plan to pay any dividends until 2004 and we may not pay
dividends then, or ever. See "Corporate Constitution--Required
Allocations--Dividends".

IF WE ISSUE DEBT SECURITIES, WE WOULD BE SUBJECT TO RISKS ASSOCIATED WITH
DEBT FINANCING.

If we issue debt securities, we would be subject to the following risks
associated with debt financing:

- the risk that cash flow from operations will be insufficient to meet
required payments of principal and interest;

- the risk that, to the extent that we maintain floating rate indebtedness,
interest rates will fluctuate; and

- risks resulting from the fact that the agreements governing our loan and
credit facilities contain covenants imposing certain limitations on our
ability to acquire and dispose of assets and otherwise conduct and finance
our business.

13
<Page>
In addition, although we anticipate that we will be able to repay or
refinance any indebtedness that we incur when it matures, we may not be able to
do so, and the terms of any refinancings of our indebtedness may not be
favorable to us. Our leverage may have important consequences including the
following:

- our ability to obtain additional financing for acquisitions, working
capital, capital expenditures or other purposes may be impaired or such
financing may not be available on terms favorable to us;

- a substantial decrease in our operating cash flow or an increase in our
expenses could make it difficult for us to meet our debt service
requirements and force us to modify our operations; and

- our higher level of debt and resulting interest expense may place us at a
competitive disadvantage with respect to a competitor with lower amounts
of indebtedness and/or higher credit ratings.

FORWARD-LOOKING STATEMENTS

This prospectus, including documents incorporated by reference, contains
forward-looking statements as defined by the U.S. Securities Act of 1933 and the
U.S. Securities Exchange Act of 1934. These forward-looking statements may
include, among others, statements regarding: expectations as to operational
improvements; expectations as to cost savings, revenue growth and earnings; the
time by which certain objectives will be achieved; estimates of costs relating
to environmental remediation and restoration; proposed new products and
services; expectations that claims, lawsuits, environmental costs, commitments,
contingent liabilities, labor negotiations or agreements, or other matters will
not have a material adverse effect on our consolidated financial position,
operating results, prospects or liquidity; projections, predictions,
expectations, estimates or forecasts as to our financial and operating results
and future economic performance; and other matters that are not historical
facts.

Forward-looking statements should not be read as guarantees of future
performance or results, and will not necessarily be accurate indications of
whether or the times at or by which such performance or results will be
achieved. Forward-looking statements are based on information available at the
time and/or management's good faith belief with respect to future events, and
are subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the statements.

Important factors that could cause such differences include, but are not
limited to, the factors discussed above under "Risk Factors".

Forward-looking statements speak only as of the date the statement was made.
We assume no obligation to update forward-looking information to reflect actual
results, changes in assumptions or changes in other factors affecting
forward-looking information. If we update one or more forward-looking
statements, no inference should be drawn that we will make additional updates
with respect thereto or with respect to other forward-looking statements.

14
<Page>
RATIO OF EARNINGS TO FIXED CHARGES

The following table shows the ratio of earnings to fixed charges on a
historical basis for each of the periods since we commenced operations.

<Table>
<Caption>
FIVE MONTHS YEAR ENDED SIX MONTHS TWELVE
ENDED DECEMBER 31, ENDED JUNE 30, MONTHS
YEAR ENDED DECEMBER 31, ------------------- ------------------- ENDED
JULY 31, 1998 1998 1999 2000 2000 2001 JUNE 30, 2001
------------- ------------ -------- -------- -------- -------- --------------

Ratio of earnings to fixed
charges................... -- (1) -- (2) 2.6:1 1.5:1 19.0:1 10.8:1 3.8:1
</Table>

------------------------

(1) For this period, fixed charges exceeded earnings by $7.2 million.

(2) For this period, fixed charges exceeded earnings by $3.2 million.

The ratio of earnings to fixed charges has been computed on a consolidated
basis. Earnings represent income before the cumulative effect of accounting
changes, less equity in undistributed earnings of unconsolidated affiliates,
plus fixed charges based on income. Fixed charges represent interest charges,
amortization of debt discount and the estimated amount representing the interest
factor for rents.

If we offer any debt securities having a term to maturity in excess of one
year under this prospectus and a prospectus supplement, the prospectus
supplement will include earnings coverage ratios giving effect to the issuance
of such securities.

USE OF PROCEEDS

Unless otherwise specified in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of the securities offered by this
prospectus for general corporate purposes, including repayment of borrowings,
working capital, capital expenditures, and the potential acquisition or
construction and development of additional racetracks and related entertainment
operations, training centers, off-track betting facilities and account wagering
operations. Additional information on the use of net proceeds from the sale of
offered securities will be described in the applicable prospectus supplement
relating to those securities. See "Risk Factors -- Risks Regarding Our
Company -- Our management may have broad discretion over the use of proceeds
from any offering of securities described in this prospectus, and may spend the
proceeds in ways with which you do not agree."

DIVIDEND POLICY

The holders of our Class A Subordinate Voting Stock, our Class B Stock and
the exchangeable shares of one of our Canadian subsidiaries are entitled to
receive their proportionate share of dividends declared by our board of
directors, except in the case of some stock dividends. Subject to applicable
law, we intend to pay quarterly dividends starting in 2004. Any dividends will
be declared on our Class A Subordinate Voting Stock and Class B Stock in
accordance with our restated certificate of incorporation, including our
corporate constitution, which sets forth certain dividend entitlements for our
stockholders, subject to applicable law.

We have not declared any dividends since our Class A Subordinate Voting
Stock has been publicly trading.

See "Description of Capital Stock--Capital Stock" and "Corporate
Constitution--Required Allocations--Dividends."

15
<Page>
SELECTED FINANCIAL AND OPERATING INFORMATION

The following tables set forth our selected consolidated financial and
operating data for the periods indicated. The selected consolidated financial
and operating data for the years ended July 31, 1996, 1997 and 1998, the five
months ended December 31, 1998 and the years ended December 31, 1999 and 2000
have been derived from and should be read in conjunction with our audited
Consolidated Financial Statements included or incorporated by reference in this
prospectus. The selected consolidated financial and operating data for the six
months ended June 30, 2000 and 2001 and as at June 30, 2001 have been derived
from our unaudited Consolidated Financial Statements for the six months ended
June 30, 2000 and 2001, which, in the opinion of management, include all
adjustments (consisting of normal recurring accruals) necessary to present
fairly the information set forth therein. Results for the six months ended
June 30, 2001 are not necessarily indicative of the results that may be expected
for the full year. The selected financial and operating information should also
be read in conjunction with the section entitled "Management's Discussion and
Analysis of Results of Operations and Financial Position" included in this
prospectus.

INCOME STATEMENT DATA(1)

<Table>
<Caption>
FIVE MONTHS YEAR ENDED SIX MONTHS ENDED
YEAR ENDED JULY 31, ENDED DECEMBER 31, JUNE 30,
------------------------------ DECEMBER 31, ------------------- -------------------
1996 1997 1998 1998 1999 2000 2000 2001
-------- -------- -------- ------------ -------- -------- -------- --------
(UNAUDITED)
(U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 2001