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OMB APPROVAL
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OMB Number:
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3235-0145
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Expires:
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February 28, 2009
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Estimated average burden
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hours per response
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15
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Amendment No.
)*
Magna
Entertainment Corp.
Class A Subordinate Voting Stock
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(Title of Class of Securities)
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559211 10 7
Timothy Jones
c/o Miller Thomson LLP
Scotia Plaza
40 King Street West,
Suite 5800
Toronto, Ontario, Canada M5H 3S1
(416) 595-8500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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Kenneth G. Alberstadt
Akerman Senterfitt LLP
335 Madison Avenue, Suite 2600
New
York, NY 10017
(212) 880-3817
November 25, 2008
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
*
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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 disclosures provided in a prior cover page.
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The information required on 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).
Persons who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
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CUSIP No. 559211 10 7
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Page
2
of 7 Pages
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
The Azalea 2008 Trust
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
ONTARIO, CANADA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. Sole Voting Power
628,570
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8. Shared Voting Power
0
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9. Sole Dispositive Power
628,570
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10. Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
628,570
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
21.5%
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14.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 559211 10 7
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Page
3
of 7 Pages
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
2191273 Ontario Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
ONTARIO, CANADA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. Sole Voting Power
628,570
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8. Shared Voting Power
0
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9. Sole Dispositive Power
628,570
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10. Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
628,570
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
21.5%
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14.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No. 559211 10 7
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Page
4
of 7 Pages
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Timothy Jones
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
CANADA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. Sole Voting Power
628,570
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8. Shared Voting Power
0
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9. Sole Dispositive Power
628,570
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10. Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
628,570
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
21.5%
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14.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No. 559211 10 7
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SCHEDULE 13D
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Page
5
of 7 Pages
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Item 1. Security and Issuer.
The title and class of equity security to which this Statement on 13D relates is the Class A Subordinate Voting Stock, par value $0.01 per share (
MECA Shares
), of Magna Entertainment Corp., a
Delaware company (the
Company
). The principal executive office of the Company is located at 337 Magna Drive, Aurora, Ontario L4G 7KI.
Item 2. Identity and Background.
(a) and (f) This Statement is being filed by Timothy Jones, a citizen of Canada,
The Azalea 2008 Trust, a trust organized under the laws of Ontario, Canada (the
Trust
), and 2191273 Ontario Inc., a corporation organized under the laws of Ontario, Canada (the
Trustee
, and together with Azalea
and Mr. Jones, the
Reporting Persons
).
(b) The business address of the Reporting Persons is c/o Miller Thomson LLP,
Scotia Plaza, 40 King Street West, Suite 5800, Toronto, Ontario, Canada M5H 3S1. Mr. Jones residential address is 83 Monkman Court, Aurora, Ontario, Canada L4G 7J9.
(c) The principal business of the Trust is to hold, invest and dispose of its assets. The principal business of the Trustee is to act as the trustee of
the Trust. Mr. Jones principal business is community service consulting and he is the sole director and sole officer of the Trustee.
(d)-(e) During the last five years, neither the Trust, the Trustee nor Timothy Jones has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4.
Item 4. Purpose of the
Transaction.
On November 25, 2008, the Trust acquired 628,570 MECA Shares from Fair Enterprise Limited, a Jersey, Channel Islands company
(
Fair Enterprise
), for $886,284.00 pursuant to a Share Purchase Agreement between Fair Enterprise and the Trustee dated November 25, 2008 (the
Share Purchase Agreement
), a copy of which is attached hereto
as Exhibit A. The purchase price was satisfied by the issuance of a promissory note from the Trust to Fair Enterprise in the form attached to Exhibit A. Pursuant to the Share Purchase Agreement, the Trust has agreed to sell the MECA Shares purchased
from Fair Enterprise as soon as practicable after November 25, 2008 and in an orderly fashion when permitted to do so under applicable securities laws, and to apply the proceeds of such sale to the repayment of the Promissory Note. The Trust
intends on donating any sales proceeds in excess of amounts required to repay the Promissory Note (after expenses) resulting from the sale of the MECA Shares purchased from Fair Enterprise to one or more registered Canadian charities designated by
the Trustee.
The Reporting Persons currently have no other plans or proposals that relate to or would result in any of the consequences listed in
paragraphs (a) through (j) of Item 4 of the Special Instructions for Complying with Schedule 13D except as set forth herein. However, the Reporting Persons evaluate on an ongoing basis their investment in the Company and their options
with respect to such investment. As a result of such evaluation, one or more of the Reporting Persons, may make suggestions or adopt positions with respect to one or more of the transactions specified in clauses (a) through (j) of
Item 4 of the Special Instructions for Complying with Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) The Trust owns 628,570 MECA Shares. The Trustee, as the trustee of the Trust, may be deemed the beneficial owner of the 628,570 MECA Shares owned by
the Trust. Mr. Jones, as the sole director and sole officer of the Trustee, may be deemed the beneficial owner of the 628,570 MECA Shares owned by the Trust. The filing of this Statement shall not be construed as an admission that the Trustee
or Mr. Jones beneficially own any MECA Shares. Mr. Jones and the Trustee disclaim beneficial ownership of all shares of the Company held by the Trust for purposes other than U.S. securities law purposes.
(b) The Trustee has the sole power to vote or to direct the vote, and the sole power to dispose or direct the disposition of all MECA Shares owned by the
Trust. Mr. Jones, as the sole director and sole officer of the Trustee, may be deemed to have the sole power to vote or to direct the vote, and the sole power to dispose or direct the disposition of, all MECA Shares owned by the Trust.
(c) Except as described in Item 4, during the 60 days preceding the filing of this statement, none of the Reporting Persons acquired
or disposed of any securities of the Company.
(d) (e) Not applicable.
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CUSIP No. 559211 10 7
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SCHEDULE 13D
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Page
6
of 7 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer
See Item 4. The description of the Share Purchase Agreement is qualified in its entirety by reference to Exhibit A.
Item 7. Material to be Filed as Exhibits
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Exhibit A
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Share Purchase Agreement
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Exhibit B
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Joint Filing Agreement
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CUSIP No. 559211 10 7
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SCHEDULE 13D
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Page
7
of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.
Dated: December 5, 2008
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/s/ Timothy Jones
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Timothy Jones
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THE AZALEA 2008 TRUST
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By:
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2191273 Ontario Inc., as Trustee
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/s/ Timothy Jones
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Name: Timothy Jones
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Title: Director
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2191273 ONTARIO INC.
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By:
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/s/ Timothy Jones
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Name: Timothy Jones
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Title: Director
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EXHIBIT A
SHARE PURCHASE AGREEMENT
THIS AGREEMENT
made the 25
th
day of November, 2008,
B E T W E E N:
FAIR ENTERPRISE LIMITED
, a company incorporated and existing under the laws of the Island of Jersey, Channel Islands,
(the
Vendor
)
OF THE FIRST PART
- and -
2191273 ONTARIO INC
., in its capacity as the Trustee of
The Azalea 2008 Trust
,
(the
Purchaser
)
OF THE SECOND PART
WHEREAS
the Vendor is the registered and beneficial owner of 628,570 Class A Shares (collectively, the
Purchased Shares
) in the capital of Magna Entertainment Corp.
(
MEC
);
AND WHEREAS
the Vendor wishes to sell and the Purchaser wishes to purchase the Shares on the terms and conditions
hereinafter set forth;
NOW THEREFORE
this Agreement witnesseth that in consideration of the premises and mutual covenants and conditions
hereinafter contained the parties hereto hereby agree as follows:
1.
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The Vendor shall sell, assign, transfer and set over to the Purchaser and the Purchaser shall purchase from the Vendor, on and subject to the terms and conditions hereinafter
contained, effective on November 25, 2008 (the
Effective Date
) all the Vendors right, title and interest in and to the Purchased Shares.
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2.
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The Vendor shall take or cause to be taken all proper steps, actions and proceedings to enable the Vendor to vest good and marketable title to the Purchased Shares in the Purchaser
free of all liens, charges, encumbrances and security interests and shall deliver to the Purchaser such transfers, assignments and consents as may be required to transfer the Purchased Shares from the name of the Vendor to the name of the Purchaser
in the records of MEC.
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3.
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The total purchase price payable for the Purchased Shares shall be US$886,284.00 (the
Purchase Price
) being the amount calculated by multiplying (x) the
November 25, 2008 closing price (expressed in U.S. dollars) of one Class A Share in the capital of MEC as quoted on the National Association of Securities Dealers Automated Quotations (NASDAQ) Stock Market, by (y) 628,570, being the
number of Purchased Shares.
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- 2 -
4.
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The purchase and sale of the Purchased Shares shall be completed at 5:00 p.m. (Toronto time) on the Effective Date and Purchase Price shall be paid and satisfied on the Effective
Date by the issue by the Purchaser to the Vendor of a promissory in the form annexed to this Agreement as Schedule A (the
Note
).
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5.
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The Vendor warrants and represents to the Purchaser that:
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(a)
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the Vendor is the beneficial owner of the Purchased Shares with good and marketable title, free and clear of all encumbrances;
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(b)
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the Vendor has not pledged, hypothecated or otherwise encumbered the Purchased Shares; and
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(c)
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the Vendor has the power and authority to sell the Purchased Shares to the Purchaser.
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6.
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The Purchaser represents and warrants to the Vendor that:
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(a)
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the Purchaser has the power and authority to purchase the Purchased Shares from the Vendor.
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7.
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The Purchaser covenants and agrees with the Vendor that the Purchaser shall sell the Purchased Shares as soon as practicable after the Effective Date and in an orderly fashion when
permitted to do so under applicable securities laws, and shall apply the proceeds of sale (net of any reasonable expenses of sale and trustee fees) to the repayment of the Note.
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8.
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Time shall be of the essence of this Agreement.
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9.
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The parties shall sign such further and other papers and documents, and do and perform and cause to be done or performed, such further and other acts or things as may be necessary
or desirable to give full force and effect to this Agreement and every part thereof.
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10.
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This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
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11.
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This Agreement and the rights of the parties hereto hereunder shall be governed by and construed according to the laws of the Province of Ontario.
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12.
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This Agreement may be executed in counterparts, each of which shall constitute an original and both of which taken together shall constitute one and the same instrument.
Counterparts may be executed either in original or faxed form and the parties adopt any signatures received by a receiving fax machine as original signatures of the parties; provided, however, that any party providing its signature in such manner
will promptly forward to the other party an original of the signal copy of this Agreement which was so faxed.
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[signatures
on next page]
- 3 -
IN WITNESS WHEREOF
this Agreement has been executed by the parties hereto on the date first
mentioned above.
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For and on behalf of:
FAIR
ENTERPRISE LIMITED
Acting by:
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Per:
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/s/ Sean Coughlan
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Name:
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Sean Coughlan
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Title:
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EFG Trust Company LTD Director
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Per:
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/s/ Kevin Mercury
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Name:
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Kevin Mercury
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Title:
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EFG Corporate Services LTD Director
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I/We have the authority to bind the corporation
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2191273 ONTARIO INC., Trustee of
The Azalea 2008 Trust
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Per:
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/s/ Timothy Jones
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Name:
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Timothy Jones
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Title:
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President
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I/We have the authority to bind the corporation
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SCHEDULE A
FORM OF PROMISSORY NOTE
********************************
PROMISSORY NOTE
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US$886,284.00
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November 25, 2008
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FOR VALUE RECEIVED,
2191273 Ontario Inc., the Trustee of The Azalea 2008 Trust
(
Maker
), promises to pay to the order of
Fair Enterprise Limited
, and its successors and assigns (
Holder
), at such location directed by Holder the principal sum of US$886,284.00, or so much thereof as
shall be outstanding from time to time under this promissory note (the
Note
).
Prior to the occurrence of an Event of
Default (as defined below) this Note shall not bear interest. After the occurrence of an Event of Default, the entire outstanding principal balance of this Note shall bear interest at a default rate equal to the Prime Rate plus 2% per annum. If
any judgment is rendered in favour of Holder against Maker in respect of Makers obligations under this Note, said judgment shall bear interest at the rate equal to the Prime Rate plus 2% per annum. In this Note,
Prime
Rate
means the rate of interest per annum quoted or published from time to time by The Bank of Nova Scotia (or, if such bank ceases to exist, any other Canadian chartered bank designated by the Holder at any time and from time to time for
this purpose) as its prime or reference rate of interest for Canadian dollar demand loans offered to its best commercial clients made in Toronto, Ontario, as adjusted automatically upon any change in such rate of interest, and amounts calculated at
such rates shall be calculated and compounded daily.
If not sooner payable due to an Event of Default (defined below) or by way of
mandatory or voluntary prepayment hereunder, the entire outstanding principal balance hereof, together with all accrued and unpaid interest, shall be due and payable in full without notice or demand on December 31, 2010 (the
Maturity
Date
).
In the absence of an Event of Default, Maker shall have the right, at any time and from time to time, to prepay the
unpaid principal evidenced by this Note in whole or in part, without premium or penalty but with accrued interest, if applicable, to the date of such prepayment on any amount prepaid. The Maker shall make a mandatory prepayment of the unpaid
principal evidenced by this Note concurrently with the receipt by Maker of any proceeds of sale (net of any reasonable expenses of sale and applicable trustee fees) arising from the sale or other disposition of any of the 628,570 Class A shares
in the capital of Magna Entertainment Corp. (collectively, the
MEC Shares
) held by Maker as at the date of this Note, and which mandatory prepayment shall also include accrued interest, if applicable, to the date of such
prepayment on any amount prepaid. All such prepayments made by Maker to Holder shall be applied first to accrued and unpaid interest, if any, and the balance, if any, to principal.
The occurrence of any one or more of the following events, circumstances or conditions shall constitute a default hereunder (an
Event of
Default
): (i) failure of Maker to pay to Holder, within five (5) days after the same shall become due (whether on the stated due date, at
- 2 -
scheduled maturity, upon acceleration or otherwise), the interest
due, if any, or other indebtedness evidenced by this Note, as required under the provisions of this Note; (ii) failure of Maker to perform any other obligation or agreement of Maker under this Note; (iii) the Maker is in breach or default
of any of its obligations under the share purchase agreement between the Maker and the Holder made the 25
th
day of November, 2008; (iv) the
performance hereunder by Maker of any of its obligations pursuant to this Note is or shall become illegal or impossible for any reason whatsoever; (v) Maker takes (or is made subject to) any action or institutes legal proceedings for
(1) its winding-up, dissolution or reorganization or (2) for the appointment of a receiver, trustee or similar officer or of any of its revenues and assets; or Maker makes a general settlement or assignment for the benefit of creditors; or
(vi) Maker defaults in the performance of any agreement for borrowed or deposited funds, and/or defaults under any outstanding guarantee in favour of any other person. At any time after the occurrence of an Event of Default hereunder, the
indebtedness evidenced by this Note and/or any note(s) or other obligations which may be taken in renewal, extension, substitution or modification of all or any part of the indebtedness evidenced hereby or thereby, shall, at the option of Holder,
immediately become due and payable without demand upon or notice to Maker, and Holder shall be entitled to exercise any remedies set forth herein or as provided by law.
The recourse of the Holder against the Maker under this Note, and the liability of the Maker to the Holder under this Note, shall be limited to the enforcement and realization by the Holder of its legal and equitable
rights and remedies against the MEC Shares and the proceeds thereof. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Holder is also authorized, without notice to Maker (the giving of notice being
expressly waived by Maker) to set off and apply any indebtedness owing by Holder to Maker against the indebtedness evidenced by this Note, although then contingent or unmatured.
Holder may transfer this Note and the transferee(s) shall thereupon become vested with all the powers and rights herein given to Holder hereunder; and
Holder shall thereafter be forever relieved and fully discharged from any liability or responsibility in this matter.
Maker hereby waives
presentment for payment, demand, notice of dishonour, protest, extension of time without notice and/or any and all requirements necessary to hold Maker liable as maker, waives the benefit of any exemption from creditors rights, and agrees that
(i) any security, collateral, lien, and/or right of setoff securing any indebtedness evidenced by this Note may, from time to time, in whole or in part, be exchanged or released, and any person or entity liable on or with respect to this Note
may be released, all without notice to or further reservations of rights against Maker, and all without in any way affecting or releasing the liability of Maker, any endorser, surety or guarantor, and (ii) none of the terms or provisions hereof
may be waived, altered, modified or amended orally, by course of conduct, dealing or performance, or otherwise, except as Holder may specifically agree in writing.
Maker hereby agrees to pay all out-of-pocket costs and expenses, including reasonable solicitors fees, incurred by Holder in connection with the collection of the indebtedness evidenced by this Note, any
modification hereof, or in enforcing or protecting any of the rights, powers, remedies and privileges of Holder hereunder.
Principal and
interest payable hereunder shall be payable in lawful currency of the United States of America to Holder at such place designated by Holder in writing, without deduction for
- 3 -
or on account of any present or future taxes, duties or other charges levied or imposed on this Note, the proceeds
hereof, or on Maker or Holder by any government, or any instrumentality, authority or political subdivision thereof. Maker shall pay all such taxes (other than taxes on or measured by income of the holder hereof), duties, and other charges in
addition to the principal evidenced by this Note. Without limiting the foregoing, Maker shall pay all documentary stamp taxes payable with respect to this Note.
Maker agrees that this Note shall be deemed to have been made under and shall be governed by and construed under the laws of the Province of Ontario and the federal laws of Canada applicable therein. If any provision
of this Note shall be deemed unenforceable under applicable law, such provision shall be ineffective, but only to the extent of such unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Note. All
provisions of this Note shall be construed to be valid and enforceable to the fullest extent allowed by law. Failure of Holder to exercise any right or remedy on any one occasion shall not constitute a waiver of the right to exercise such right or
remedy at any future time or with respect to any other occasion. All of the terms and provisions of this Note shall be applicable to and be binding upon each and every maker, endorser, surety, guarantor, and all other persons who are or may become
liable for the payment hereof, and their respective heirs, personal representatives, successors and assigns.
(signature appears on the
following page)
- 4 -
IN WITNESS WHEREOF, Maker has authorized, executed and delivered this Note on November 25, 2008.
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2191273 Ontario Inc., Trustee of the
Azalea 2008 Trust
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By:
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/s/ Timothy Jones
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Name:
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Timothy Jones
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Title:
|
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President
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EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby agree jointly to prepare and file with regulatory authorities a
Statement on Schedule 13D reporting a material change in facts and hereby affirm that such Statement on Schedule 13D is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: December 5, 2008
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/s/ Timothy Jones
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Timothy Jones
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THE AZALEA 2008 TRUST
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By:
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2191273 Ontario Inc., as Trustee
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/s/ Timothy Jones
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Name: Timothy Jones
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Title: Director
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2191273 ONTARIO INC.
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By:
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/s/ Timothy Jones
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Name: Timothy Jones
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Title: Director
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Magna Entertainment Corp (MM) (NASDAQ:MECA)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Magna Entertainment Corp (MM) (NASDAQ:MECA)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024