- Amended Statement of Ownership (SC 13G/A)

UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C.  20549

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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
CUSIP No.:  559211305		Page 2 of 11 Pages

1.	Names of Reporting Persons.   CLIFFWOOD PARTNERS LLC   I.R.S. Identification Nos. of above persons (entities only):  95-4648555
2.	Check the Appropriate Box if a Member of a Group   (a) [X]   (b) [   ]
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power	0
		6.	Shared Voting Power	0
		7.	Sole Dispositive Power	0
		8.	Shared Dispositive Power	0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   [  ]
11.	Percent of Class Represented by Amount in Row (9)   0%
12.	Type of Reporting Person:   IA

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SCHEDULE 13G
CUSIP No.:  559211305		Page 3 of 11 Pages

1.	Names of Reporting Persons.   CLIFFWOOD VALUE PLUS FUND, L.P.   I.R.S. Identification Nos. of above persons (entities only):  20-4368661
2.	Check the Appropriate Box if a Member of a Group   (a) [X]   (b) [   ]
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power	0
		6.	Shared Voting Power	0
		7.	Sole Dispositive Power	0
		8.	Shared Dispositive Power	0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   [  ]
11.	Percent of Class Represented by Amount in Row (9)   0%
12.	Type of Reporting Person:   PN

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SCHEDULE 13G
CUSIP No.:  559211305		Page 4 of 11 Pages

1.	Names of Reporting Persons.   CLIFFWOOD ABSOLUTE RETURN STRATEGY, LTD.   I.R.S. Identification Nos. of above persons (entities only):  N/A
2.	Check the Appropriate Box if a Member of a Group   (a) [X]   (b) [   ]
3.	SEC Use Only
4.	Citizenship or Place of Organization   Cayman Islands, British West Indies
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power	0
		6.	Shared Voting Power	0
		7.	Sole Dispositive Power	0
		8.	Shared Dispositive Power	0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   [  ]
11.	Percent of Class Represented by Amount in Row (9)   0%
12.	Type of Reporting Person:   OO

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SCHEDULE 13G
CUSIP No.:  559211305		Page 5 of 11 Pages

1.	Names of Reporting Persons.   CLIFFWOOD ABSOLUTE RETURN STRATEGY, L.P.   I.R.S. Identification Nos. of above persons (entities only):  95-4789951
2.	Check the Appropriate Box if a Member of a Group   (a) [X]   (b) [   ]
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power	0
		6.	Shared Voting Power	0
		7.	Sole Dispositive Power	0
		8.	Shared Dispositive Power	0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   [  ]
11.	Percent of Class Represented by Amount in Row (9)   0%
12.	Type of Reporting Person:   PN

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Page 6 of 11 Pages

Item 1(a).

Name of Issuer:

 

Magna Entertainment Corp.(the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

337 Magna Drive

Aurora

Ontario, Canada, L4G 7K1

Item 2(a).

Name of Person Filing

i)

Cliffwood Partners LLC (“Cliffwood Partners”);

ii)

Cliffwood Value Plus Fund, L.P. (“Cliffwood Value Plus Fund ”);

iii)

Cliffwood Absolute Return Strategy, Ltd. (“Cliffwood Absolute Return Strategy (Cayman)”); and

iv)

Cliffwood Absolute Return Strategy, L.P. (“Cliffwood Absolute Return Strategy”).

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.

Item 2(b).

Address of Principal Business Office or, if None, Residence

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.

Item 2(c).

Citizenship

i)

Cliffwood Partners is a Delaware limited liability company;

ii)

Cliffwood Value Plus Fund is a Delaware limited partnership;

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Page 7 of 11 Pages

iii)

Cliffwood Absolute Return Strategy (Cayman) is a Cayman Islands exempted company; and

iv)

Cliffwood Absolute Return Strategy is a Delaware limited partnership.

Item 2(d).

Title of Class of Securities:

 

Class A Subordinated Voting Stock, $.01 par value per share (the “Shares”)

 

Item 2(e).

CUSIP Number:

 

559211305

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	[  ]	Broker or dealer registered under Section 15 of the Exchange Act;
(b)	[  ]	Bank as defined in Section 3(a)(6) of the Exchange Act;
(c)	[  ]	Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d)	[  ]	Investment company registered under Section 8 of the Investment Company Act;
(e)	[X]	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	[  ]	An employee benefit plan or endowment fund in accordance with  Rule 13d-1(b)(1)(ii)(F);
(g)	[  ]	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	[  ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	[  ]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	[  ]	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	[  ]	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

Item 4.

Ownership:

 

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

 

Item 4.(a)

Amount Beneficially Owned:

 

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.

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Page 8 of 11 Pages

Item 4.(b)

Percent of Class:

 

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).

 

Item 4.(c)

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.

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

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

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group:

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group:

 

Not applicable.

 

Item 10.

Certification:

 

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.

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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.

		February 17, 2009
		Date
		/s/ Carl B. Tash
		Carl B. Tash, CEO
CLIFFWOOD PARTNERS LLC
/s/ Carl B. Tash
Carl B. Tash, CEO
CLIFFWOOD VALUE PLUS FUND, L.P.
By: Cliffwood Partners LLC, its general partner
/s/ Carl B. Tash
Carl B. Tash, CEO
CLIFFWOOD ABSOLUTE RETURN STRATEGY, LTD.
By: Cliffwood Partners LLC, as investment manager
/s/ Carl B. Tash
Carl B. Tash, CEO
CLIFFWOOD ABSOLUTE RETURN STRATEGY, L.P.
By: Cliffwood Partners LLC, its general partner
/s/ Carl B. Tash
Carl B. Tash, CEO

 

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	Page 10 of 11 Pages

  EXHIBIT INDEX

 

 

Ex.		Page No.
A	Joint Filing Agreement, dated February 17, 2009 by and among the Reporting Persons	11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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	Page 11 of 11 Pages

 

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.

 

Date:  February 17, 2009 

		CLIFFWOOD PARTNERS LLC
		/s/ Carl B. Tash
		Carl B. Tash, CEO
		CLIFFWOOD VALUE PLUS FUND, L.P.
		By: Cliffwood Partners LLC, its general partner
		/s/ Carl B. Tash
		Carl B. Tash, CEO
		CLIFFWOOD ABSOLUTE RETURN STRATEGY, LTD.
		By: Cliffwood Partners LLC, as investment manager
		/s/ Carl B. Tash
		Carl B. Tash, CEO
		CLIFFWOOD ABSOLUTE RETURN STRATEGY, L.P.
		By: Cliffwood Partners LLC, its general partner
		/s/ Carl B. Tash
		Carl B. Tash, CEO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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