SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission File No. 000-30578
MAGNA ENTERTAINMENT CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 98-0208374
(State or Other Jurisdiction (I.R.S. Employer Identification
of Incorporation or Organization) Number)
337 Magna Drive L4G 7K1
Aurora, Ontario, Canada (Zip Code)
(Address of Principal Executive
Offices)
Registrant's telephone number, including area code: (905) 726-2462
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Class A
Subordinate Voting Stock
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
As of March 15, 2002, the aggregate market value of the Class A Subordinate
Voting Stock held by non-affiliates of the registrant was approximately
$173,702,028 (based on the closing sale price of $9.07 per share of Class A
Subordinate Voting Stock reported on The Nasdaq National Market on March 15,
2002). As of March 15, 2002, the aggregate market value of the exchangeable
shares of MEC Holdings (Canada) Inc., each of which is exchangeable into one
share of Class A Subordinate Voting Stock of the registrant, held by non-
affiliates of the registrant was approximately $19,194,224 (based on the
closing sale price of $9.07 per share of Class A Subordinate Voting Stock
reported on The Nasdaq National Market on March 15, 2002).
The number of shares of Class A Subordinate Voting Stock of the registrant
outstanding as of March 15, 2002 was 23,513,599.
The number of shares of Class B Stock of the registrant outstanding as of
March 15, 2002 was 58,466,056.
Documents Incorporated by Reference
The registrant's proxy statement filed with the Securities and Exchange
Commission pursuant to Regulation 14A, with respect to the annual meeting of
stockholders scheduled to be held on April 18, 2002, is incorporated by
reference in Part III of this Form 10-K to the extent stated herein. Except
with respect to information specifically incorporated by reference in this
Form 10-K, the document incorporated by reference is not deemed to be filed as
a part hereof.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on this 5th day
of April 2002.
MAGNA ENTERTAINMENT CORP.
By: /s/ Jim McAlpine
Jim McAlpine
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
s/Jim McAlpine President and Chief Executive Officer April 5, 2002
Jim McAlpine and Director
/s/ Graham J. Orr Executive Vice-President and April 5, 2002
Graham J. Orr Chief Financial Officer
/s/ Douglas R. Tatters Vice-President and Controller April 5, 2002
Douglas R. Tatters
Director April 5, 2002
Jerry D. Campbell
* Director April 5, 2002
William G. Davis
* Director April 5, 2002
Peter M. George
* Director April 5, 2002
Joseph W. Harper
* Director April 5, 2002
J. Terrence Lanni
* Director April 5, 2002
F. Jack Liebau
* Director April 5, 2002
Edward C. Lumley
Director April 5, 2002
James Nicol
* Director April 5, 2002
Gino Roncelli
Vice-President, Corporate April 5, 2002
Andrew Stronach Development and Director
* Chairman and Director April 5, 2002
Frank Stronach
* Director April 5, 2002
Ronald J. Volkman
* Director April 5, 2002
John C. York II
/s/ Gary M. Cohn As attorney-in-fact for April 5, 2002
Gary M. Cohn the officers and/or directors
marked by an asterisk.
2
Exhibit 24
POWER OF ATTORNEY
The undersigned directors of Magna Entertainment Corp. (the "Company")
hereby appoint Jim McAlpine, President and Chief Executive Officer, Graham J.
Orr, Executive Vice-President and Chief Financial Officer, and Gary M. Cohn,
Vice-President, Special Projects and Secretary, as their true and lawful
attorneys-in-fact, with full power for and on their behalf to execute, in their
names and capacities as directors of the Company, and to file with the
Securities and Exchange Commission on behalf of the Company under the Securities
Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the year
ended December 31, 2001 (including any and all amendments thereto).
This Power of Attorney automatically ends upon the termination of Mr.
McAlpine's, Mr. Orr's and Mr. Cohn's service with the Company.
In witness whereof, the undersigned have executed this Power of Attorney on
this 19/th/ day of March, 2002.
/s/ Jerry D. Campbell /s/ William G. Davis
- -------------------------- ------------------------
Jerry D. Campbell William G. Davis
/s/ Peter M. George /s/ Joseph W. Harper
- -------------------------- ------------------------
Peter M. George Joseph W. Harper
/s/ J. Terrence Lanni /s/ F. Jack Liebau
- -------------------------- ------------------------
J. Terrence Lanni F. Jack Liebau
/s/ Edward C. Lumley /s/ Jim McAlpine
- -------------------------- ------------------------
Edward C. Lumley Jim McAlpine
/s/ Gino Roncelli *
- -------------------------- ------------------------
Gino Roncelli Andrew Stronach
/s/ Frank Stronach /s/ Ronald J. Volkman
- -------------------------- ------------------------
Frank Stronach Ronald J. Volkman
/s/ John C. York II
- --------------------------
John C. York II