SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 5, 2001
MAGNA ENTERTAINMENT CORP.
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(Exact Name of Registrant as Specified in its Charter)
Delaware, United States of America
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(State or Other Jurisdiction of Incorporation)
000-30578 98-0208374
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(Commission File Number) (I.R.S. Employer Identification No.)
337 Magna Drive, Aurora, Ontario, Canada L4G 7K1
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(Address of Principal Executive Offices) (Zip Code)
(905) 726-2462
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if changed since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 5, 2001, Magna Entertainment Corp. (the "Company") completed the
previously-announced agreement with Ladbroke Racing Corp. and Ladbroke Racing
Wyoming, Inc. (collectively "LRC") to acquire the stock of the companies which
own LRC's account wagering operations, The Meadows harness track, four off-track
betting facilities ("OTB's") (collectively "Ladbroke Racing Pennsylvania" or
"LRP") and an 18.3% interest in The Racing Network.
The Company paid one-half of the US$53 million purchase price in cash out of
funds on hand, one-quarter was satisfied through the issuance of 3,178,297
shares of Class A Subordinate Voting Stock of the Company and one-quarter was
paid through the issuance of a Promissory Note which is payable in two equal
instalments on the first and second anniversaries of closing, bearing an
interest rate of 6% per annum. The cash portion of the purchase price is subject
to a post closing adjustment related to the net working capital of LRP at
closing, which has been estimated by LRC and LRP to be approximately US$8
million payable to the Company.
The purchase price was negotiated by the Company with the sellers, based on the
Company's analysis of the financial position of LRP and the performance of the
businesses being acquired. The Company intends to continue to use the plant,
equipment and other physical property
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acquired for the same purpose as LRC employed such assets, namely the operation
of a harness racetrack, OTB's and account wagering operations.
The account wagering operations, operated under the name "Call-A-Bet", The
Meadows harness track and the four OTB's are all located in the Greater
Pittsburgh area.
A copy of the press release announcing the completion of the transaction is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
The required audited financial statements will be filed by amendment on or
prior to June 19, 2001.
(b) Pro forma financial information.
The required pro forma financial statements will be filed by amendment on
or prior to June 19, 2001.
(c) Exhibits. Page
Exhibit 2 Stock Purchase Agreement dated as of 3 - 63
December 21, 2000 among Ladbroke Racing
Wyoming, Inc., Ladbroke Racing Corporation
and Magna Entertainment Corp. (The Exhibits
to this Agreement, which are identified in
the list appearing at the end of the Table
of Contents, have been omitted but will be
furnished supplementally to the Commission
upon request.)
Exhibit 2.1 Amendment No. 1, effective as of the Closing 64 - 66
Date, to the Stock Purchase Agreement, dated
as of December 21, 2000.
Exhibit 2.2 Amending letter agreement dated March 28, 67 - 69
2001 to the Stock Purchase Agreement dated as
of December 21, 2000.
Exhibit 99.1 Copy of the Company's press release dated 70 - 71
April 6, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MAGNA ENTERTAINMENT CORP.
(Registrant)
/s/ Gary M. Cohn
Date: April 12, 2001 by:
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Gary M. Cohn, Secretary