UNITED
STATES
SECURITIES
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
MAGNA ENTERTAINMENT
CORP,
(Name of
Issuer)
Class A Subordinated Voting Stock, $.01 par value per
share
(Title of
Class of Securities)
559211305
(CUSIP
Number)
December
31,
2008
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[ X ] Rule
13d-1(b)
[ ] Rule
13d-1(c)
[ ] Rule
13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting person’s
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).
Continued
on following pages
Page 1
of 11 Pages
Exhibit Index: Page 10
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SCHEDULE
13G
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CUSIP
No.: 559211305
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Page
2 of 11 Pages
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1.
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Names
of Reporting Persons.
CLIFFWOOD
PARTNERS LLC
I.R.S.
Identification Nos. of above persons (entities
only): 95-4648555
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
[X]
(b)
[ ]
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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
Delaware
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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
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0
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6.
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Shared
Voting Power
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0
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7.
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Sole
Dispositive Power
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0
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8.
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Shared
Dispositive Power
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0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
0%
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12.
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Type
of Reporting Person:
IA
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SCHEDULE
13G
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CUSIP
No.:
559211305
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Page 3
of 11 Pages
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1.
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Names
of Reporting Persons.
CLIFFWOOD
VALUE PLUS FUND, L.P.
I.R.S.
Identification Nos. of above persons (entities
only): 20-4368661
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
[X]
(b)
[ ]
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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
Delaware
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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
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0
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6.
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Shared
Voting Power
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0
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7.
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Sole
Dispositive Power
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0
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8.
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Shared
Dispositive Power
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0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
0%
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12.
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Type
of Reporting Person:
PN
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SCHEDULE
13G
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CUSIP
No.: 559211305
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Page 4
of 11 Pages
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1.
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Names
of Reporting Persons.
CLIFFWOOD
ABSOLUTE RETURN STRATEGY, LTD.
I.R.S.
Identification Nos. of above persons (entities
only): N/A
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
[X]
(b)
[ ]
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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
Cayman
Islands, British West Indies
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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
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0
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6.
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Shared
Voting Power
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0
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7.
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Sole
Dispositive Power
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0
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8.
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Shared
Dispositive Power
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0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
0%
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12.
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Type
of Reporting Person:
OO
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SCHEDULE
13G
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CUSIP
No.: 559211305
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Page 5
of 11 Pages
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1.
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Names
of Reporting Persons.
CLIFFWOOD
ABSOLUTE RETURN STRATEGY, L.P.
I.R.S.
Identification Nos. of above persons (entities
only): 95-4789951
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
[X]
(b)
[ ]
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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
Delaware
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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
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0
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6.
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Shared
Voting Power
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0
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7.
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Sole
Dispositive Power
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0
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8.
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Shared
Dispositive Power
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0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
0%
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12.
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Type
of Reporting Person:
PN
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Page 6
of 11 Pages
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Item
1(a).
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Name
of Issuer:
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Magna
Entertainment Corp.(the “Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive
Offices:
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337 Magna
Drive
Aurora
Ontario,
Canada, L4G 7K1
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Item
2(a).
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Name
of Person Filing
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i)
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Cliffwood
Partners LLC (“Cliffwood
Partners”);
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ii)
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Cliffwood
Value Plus Fund, L.P. (“Cliffwood Value Plus Fund
”);
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iii)
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Cliffwood
Absolute Return Strategy, Ltd. (“Cliffwood Absolute Return Strategy
(Cayman)”); and
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iv)
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Cliffwood
Absolute Return Strategy, L.P. (“Cliffwood Absolute Return
Strategy”).
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This
Statement relates to Shares (as defined herein) that were held for the accounts
of Cliffwood Value Plus Fund, Cliffwood Absolute Return Strategy (Cayman),
Cliffwood Absolute Return Strategy, The Common Fund and Guggenheim Trust
Company. Cliffwood Partners serves as the general partner for each of
Cliffwood Value Plus Fund, Cliffwood Absolute Return Strategy (Cayman) and
Cliffwood Absolute Return Strategy.
Cliffwood
Partners also serves as the investment manager to each of Cliffwood Value Plus
Fund, Cliffwood Absolute Return Strategy (Cayman), Cliffwood Absolute Return
Strategy, The Common Fund and Guggenheim Trust Company. In such
capacities, Cliffwood Partners may be deemed to have voting and
dispositive power over the shares held for the accounts of each of
Cliffwood Value Plus Fund, Cliffwood Absolute Return Strategy (Cayman),
Cliffwood Absolute Return Strategy, The Common Fund and Guggenheim Trust
Company.
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Item
2(b).
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Address
of Principal Business Office or, if None,
Residence
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The
address of the principal business office of each of each of Cliffwood Partners,
Cliffwood Value Plus Fund and Cliffwood Absolute Return Strategy is 11726 San
Vicente Boulevard, Suite 600, Los Angeles, California 90049. The
address of the principal business office of Cliffwood Absolute Return Strategy
(Cayman) is c/o CITCO Fund Services (Cayman Islands) Limited, P.O. Box 31106
SMB, Regatta Office Park, West Bay Road, Grand Cayman, Cayman
Islands.
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i)
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Cliffwood
Partners is a Delaware limited liability
company;
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ii)
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Cliffwood
Value Plus Fund is a Delaware limited
partnership;
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iii)
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Cliffwood
Absolute Return Strategy (Cayman) is a Cayman Islands exempted company;
and
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iv)
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Cliffwood
Absolute Return Strategy is a Delaware limited
partnership.
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Item
2(d).
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Title
of Class of Securities:
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Class A
Subordinated Voting Stock, $.01 par value per share (the “Shares”)
559211305
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Item
3.
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If
This Statement is Filed Pursuant to Rule 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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[ ]
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Broker
or dealer registered under Section 15 of the Exchange
Act;
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(b)
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[ ]
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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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[ ]
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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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[ ]
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Investment
company registered under Section 8 of the Investment Company
Act;
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(e)
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[X]
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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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[ ]
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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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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[ ]
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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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[ ]
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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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[ ]
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A
non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(K).
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Cliffwood
Partners LLC
Cliffwood
Value Plus Fund, L.P.
Cliffwood
Absolute Return Strategy, Ltd.
Cliffwood
Absolute Return Strategy, L.P.
The
Common Fund
Guggenheim
Trust Company
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Item
4.(a)
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Amount Beneficially
Owned:
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As of
December 31, 2008, Cliffwood Value Plus Fund, L.P. beneficially owns 0 Shares;
Cliffwood Absolute Return Strategy, Ltd. beneficially owns 0 Shares; Cliffwood
Absolute Return Strategy, L.P. beneficially owns 0 Shares; The Common Fund
beneficially owns 0 Shares; and Guggenheim Trust Company beneficially owns 0
Shares.
Page 8 of 11 Pages
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Item
4.(b)
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Percent of
Class:
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0% of the
total number of Shares outstanding (based upon the information provided by the
Issuer in its most recently filed quarterly report on Form 10-Q, there were
approximately 2,928,447 shares outstanding as of October 31, 2008).
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Item
4.(c)
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The
sole power to vote or direct the vote of the entire shareholding and the
sole power to dispose of or direct the disposal of the entire shareholding
has been delegated to Cliffwood Partners LLC for each of Cliffwood Value
Plus Fund, L.P., Cliffwood Absolute Return Strategy, Ltd., Cliffwood
Absolute Return Strategy, L.P., The Common Fund's managed account and
Guggenheim Trust Company's managed
account.
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Item
5.
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Ownership
of Five Percent or Less of a
Class:
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If this
statement is being filed to report the fact that as of the date hereof the
Reporting Persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
.
x
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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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Not
applicable.
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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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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the
Group:
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group:
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Not
applicable.
By
signing below each of the Reporting Persons certify that, to the best of their
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.
Page 9
of 11 Pages
SIGNATURE
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/ Carl B. Tash
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Carl
B. Tash, CEO
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CLIFFWOOD
PARTNERS LLC
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/s/ Carl B. Tash
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Carl
B. Tash, CEO
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CLIFFWOOD
VALUE PLUS FUND, L.P.
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By:
Cliffwood Partners LLC, its general partner
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/s/ Carl B. Tash
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Carl
B. Tash, CEO
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CLIFFWOOD
ABSOLUTE RETURN STRATEGY, LTD.
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By:
Cliffwood Partners LLC, as investment manager
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/s/ Carl B. Tash
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Carl
B. Tash, CEO
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CLIFFWOOD
ABSOLUTE RETURN STRATEGY, L.P.
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By:
Cliffwood Partners LLC, its general partner
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/s/ Carl B. Tash
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Carl
B. Tash, CEO
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EXHIBIT
INDEX
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Ex.
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Page No.
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A
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Joint
Filing Agreement, dated February 17, 2009 by and among the Reporting
Persons
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11
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Exhibit
A
Joint Filing
Agreement
The undersigned hereby agree that the statement on Schedule
13G with respect to the Common Stock of
Magna Entertainment
Corp.,
dated as of February 17, 2009
is,
and any amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended.
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CLIFFWOOD
PARTNERS LLC
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/s/ Carl
B. Tash
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Carl
B. Tash, CEO
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CLIFFWOOD
VALUE PLUS FUND, L.P.
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By:
Cliffwood Partners LLC, its general partner
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/s/ Carl
B. Tash
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Carl
B. Tash, CEO
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CLIFFWOOD
ABSOLUTE RETURN STRATEGY, LTD.
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By:
Cliffwood Partners LLC, as investment manager
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/s/ Carl
B. Tash
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Carl
B. Tash, CEO
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CLIFFWOOD
ABSOLUTE RETURN STRATEGY, L.P.
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By:
Cliffwood Partners LLC, its general partner
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/s/ Carl
B. Tash
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Carl
B. Tash, CEO
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