SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 17, 2000
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 November 17, 2000, Magna Entertainment Corp. (the "Company") acquired (i) the
limited liability company interests of Bay Meadows Operating Company LLC ("Bay
Meadows"), the company which operates the Bay Meadows Race Course (the
"Interests"), and (ii) the shares of capital stock of Bay Meadows Catering ("BM
Catering"), the company which operates the food service business at Bay Meadows
Race Course (the "Shares"), pursuant to a Purchase Agreement dated as of August
25, 2000 between the Company, BMOC Acquisitions XIV, LLC (the "Seller") and
Paine Webber Real Estate Securities, Inc. (the "Agreement"). The Bay Meadows
Race Course is a pari-mutuel thoroughbred horse racetrack located in San Mateo,
California.
The assets held by Bay Meadows and BM Catering include leased real estate,
improvements, fixtures, furniture, equipment and other personal property. The
Company intends to continue operating the Bay Meadows Race Course at the same
location and under the same name for a period of approximately two years after
the closing date while the Paine Webber Real Estate Group completes its master
plan and entitlements for development of the existing racetrack property.
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The Company has paid the Seller Twenty-Four Million One Hundred Thousand and One
Dollar ($24,100,001) in cash for the Interests and the Shares, subject to
adjustment in accordance with the terms of the Agreement. The Company paid the
purchase price from a draw on its credit facility with Wells Fargo Bank. The
amount of the purchase price was negotiated by the Company with the Seller on
the basis of the Company's analysis of the financial position of Bay Meadows and
BM Catering and the performance of the businesses operated by them.
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 Company has, to date, despite reasonable efforts and repeated
requests, been unable to obtain the audited financial statements of Bay
Meadows and BM Catering from the Seller or its auditors. These audited
financial statements will be filed by amendment forthwith upon receipt.
(b) Pro forma financial information.
In the absence of the audited financial statements of Bay Meadows and BM
Catering, the Company has been unable to compile the required pro forma
financial statements. These pro forma financial statements will be filed
by amendment forthwith upon receipt of the audited financial statements
of Bay Meadows and BM Catering.
(c) Exhibits. Page
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Exhibit 2 Purchase Agreement dated as of August 25, 2000 between Magna 3-53
Entertainment Corp., BMOC Acquisitions XIV, LLC and Paine
Webber Real Estate Securities, Inc. (The Exhibits to this
Agreement, which are identified in the list appearing at the
end of the Table of Contents, have been omitted from this
filing but will be furnished supplementally to the Commission
upon request.)
Exhibit 99.1 Copy of the Company's press release dated November 17, 2000. 54-55
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)
Date: February 2, 2001 by: /s/ Gary M. Cohn
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Gary M. Cohn, Secretary