- Amended Statement of Ownership (SC 13G/A)
18 February 2009 - 2:39AM
Edgar (US Regulatory)
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment No. 5)(1)
Magna
Entertainment Corp.
(Name of Issuer)
Class
A Subordinated Voting Stock $.01 Par Value
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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(1)
The remainder of this cover page shall be filled out
for a reporting persons initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 559211107
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1.
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Name of Reporting Persons
David M. Knott
I.R.S. Identification No. of above persons (entities
only)
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2.
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Check the Appropriate Box
if a Member of a Group*
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power:
0
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6.
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Shared Voting Power
:
3,545
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7.
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Sole Dispositive Power
:
0
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8.
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Shared Dispositive Power:
3,545
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person:
3,545
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares*
o
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11.
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Percent of Class Represented
by Amount in Row 9
0.1%
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12.
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Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING
OUT!
2
CUSIP No. 559211107
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1.
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Name of Reporting Persons
Dorset Management Corporation
I.R.S. Identification No. of above persons (entities
only)
11-2873658
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2.
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Check the Appropriate Box
if a Member of a Group*
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power:
0
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6.
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Shared Voting Power
:
3,545
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7.
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Sole Dispositive Power
:
0
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8.
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Shared Dispositive Power:
3,545
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person:
3,545
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares*
o
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11.
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Percent of Class Represented
by Amount in Row 9
0.1%
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12.
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Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING
OUT!
3
Item 1(a)
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Name of Issuer:
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Item 1(b)
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Address of Issuers
Principal Executive Offices:
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Item 2(a)
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Name of Person(s) Filing:
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Item 2(b)
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Address(es) of Principal
Business Office or, if none, Residence:
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Item 2(c)
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Citizenship or Place or
Organization:
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Item 2(d)
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Title of Class of
Securities:
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Item 2(e)
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CUSIP Number:
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Item 3
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If this statement is filed pursuant
to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer
registered under section 15 of the Exchange Act;
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(b)
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o
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Bank as defined in section
3(a)(6) of the Exchange Act;
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(c)
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o
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Insurance company as
defined in section 3(a)(19) of the Exchange Act;
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(d)
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o
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Investment company
registered under section 8 of the Investment Company Act;
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(e)
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o
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An investment adviser in
accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan,
or endowment fund in accordance with rule 13d-1(b)(l)(ii)(F);
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(g)
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o
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A parent holding company,
or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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o
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A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act;
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(j)
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o
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Group, in accordance with
Rule 13d-1(b)(1)(ii)(J).
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4
Item 4
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Ownership:
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David M. Knott (Knott);
Dorset Management Corporation (DMC) See Rows 5 through 9 and 11 on pages 2
and 3.
Of the aggregate number of
securities reported in each of Rows 6, 8 and 9 on pages 2-3 of this Schedule
13G, 3,545 of such securities (the Campbell Shares) are owned by Anthony R.
Campbell (Campbell). Campbell is a senior analyst of DMC and a member of
Knott Partners Management LLC (KPM). Knott is the President and sole
director of DMC and the managing member of KPM. The Campbell Shares have been
included in the number of shares reported as beneficially owned by Knott in
this Schedule 13G to avoid any potential question regarding compliance with
appropriate public disclosure requirements in the event that Campbell or any
of his affiliates and Knott might be deemed to be members of a group for
purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the Exchange Act). Knott
does not have any power to vote or direct the vote or dispose or direct the
disposition of the Campbell Shares.
The inclusion of the
Campbell Shares in the number of shares reported as beneficially owned by
Knott in this Schedule 13G or any amendment hereto does not constitute an
admission that Knott and Campbell or any of their respective affiliates or
controlling persons are members of a group for purposes of the Exchange Act
or the rules promulgated thereunder or for any other purpose whatsoever.
Knott expressively disclaims beneficial ownership of any Class A Subordinated
Voting Stock beneficially owned by Campbell or his affiliates.
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Item 5
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Ownership of Five Percent or Less
of a Class
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This statement also
reflects the fact that as of the date hereof the following Reporting Persons
have ceased to be the beneficial owner of more than five percent of the class
of securities, as reported on Rows 5 through 9 and 11 on pages 2-3:
David M. Knott and Dorset
Management Corporation.
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Item 6
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Ownership of More than Five Percent
on Behalf of Another Person
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N/A
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Item 7
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company
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Item 8
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Identification and Classification
of Members of the Group
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Item 9
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Notice of Dissolution of Group
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Item 10
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Certification
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By signing below I
certify that, to the best of my knowledge and belief, the securities referred
to above were acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
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5
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
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February 17, 2009
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Date
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/s/ David M. Knott
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David M. Knott
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DORSET MANAGEMENT CORPORATION
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By:
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/s/ David M. Knott
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David M. Knott, President
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6
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