SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
DONNELLY CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
257870105
(CUSIP Number)
J. BRIAN COLBURN
EXECUTIVE VICE-PRESIDENT, SPECIAL PROJECTS AND SECRETARY
MAGNA INTERNATIONAL INC.
337 MAGNA DRIVE
AURORA, ONTARIO L4G 7K1
(905) 726-2462
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
SCOTT M. FREEMAN
SIDLEY AUSTIN BROWN & WOOD LLP
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
(212) 839-5300
JUNE 25, 2002
(Date of Event Which Requires Filing of This Statement)
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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 12 Pages)
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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 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).
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CUSIP No. 25780105 SCHEDULE 13D Page 2 of 12 Pages
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--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STRONACH TRUST
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
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NUMBER OF 7 SOLE VOTING POWER 4,553,071
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NOT APPLICABLE
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER NOT APPLICABLE
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NOT APPLICABLE
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,553,071
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
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CUSIP No. 25780105 SCHEDULE 13D Page 3 of 12 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
445327 ONTARIO LIMITED
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 4,553,071
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NOT APPLICABLE
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER NOT APPLICABLE
REPORTING -------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NOT APPLICABLE
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,553,071
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
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CUSIP No. 25780105 SCHEDULE 13D Page 4 of 12 Pages
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--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MAGNA INTERNATIONAL INC.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 4,553,071
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NOT APPLICABLE
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER NOT APPLICABLE
REPORTING -------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NOT APPLICABLE
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,553,071
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
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CUSIP No. 25780105 SCHEDULE 13D Page 5 of 12 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Class A Common Stock, par
value $.10 per share (the "Common Stock"), of Donnelly Corporation, a Michigan
corporation (the "Company"). The principal executive offices of the Company are
located at 49 West Third Street, Holland, MI 49423-2813.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by each of the following
persons:
(i) the Stronach Trust, a trust formed under the laws of
Ontario, Canada;
(ii) 445327 Ontario Limited ("445327"), an Ontario,
Canada corporation; and
(iii) Magna International Inc. ("Magna"), an Ontario,
Canada corporation.
(b) The principal business address of each of the Stronach Trust
and 445327 is 14875 Bayview Avenue, R.R.#2, Aurora, Ontario,
Canada, L4G 3C8. The principal business address of Magna is
337 Magna Drive, Aurora, Ontario, Canada, L4G 7K1.
(c) The Stronach Trust is a family trust which owns all the
outstanding shares of 445327. 445327 is a corporation which
owns 726,629 Class B Shares, without par value ("Magna Class B
Shares"), of Magna, such shares representing approximately 58%
of the total votes carried by the total outstanding Class A
Subordinate Voting Shares, without par value ("Magna Class A
Shares"), of Magna and Magna Class B Shares.
Magna designs, develops and manufactures automotive systems,
assemblies, modules and components and engineers and assembles
complete vehicles, primarily for sale to original equipment
manufacturers of cars and light trucks in North America,
Europe, Mexico, South America and Asia.
Set forth on Schedule A to this Schedule 13D is the name,
business address and present principal occupation or
employment for each director and executive officer of Magna
pursuant to Item 2(a), (b) and (c), which schedule is
incorporated herein by reference.
(d)-(e) During the last five years, none of the Stronach Trust, 445327
or Magna or, to Magna's knowledge, any person named on
Schedule A 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.
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CUSIP No. 25780105 SCHEDULE 13D Page 6 of 12 Pages
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(f) Set forth on Schedule A to this Schedule 13D is the
citizenship of each director and executive officer of Magna.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As an inducement for Magna to enter into the Merger Agreement
(as defined in Item 4 below), certain shareholders of the Company, together with
certain trusts primarily for their benefit and the benefit of their family
members (the "Shareholders"), entered into a Shareholders' Agreement with Magna
and Sub (as defined in Item 4 below) (the "Shareholders' Agreement"), pursuant
to which the Shareholders agreed to vote their shares of Common Stock and shares
of Class B Common Stock, par value $.10 per share ("Class B Common Stock" and,
together with the Common Stock, the "Company Stock"), of the Company in favor of
the Merger (as defined in Item 4 below) and the Merger Agreement and against
certain other transactions, any amendment to the Company's Second Restated and
Amended Articles of Incorporation, as amended, or Bylaws and certain agreements,
and pursuant to which the Shareholders appointed Magna as their attorney and
proxy to vote their shares of Company Stock. The Shareholders' Agreement also
imposes on the Shareholders certain restrictions on transfers of Magna Class A
Shares that they would receive in the Merger.
The Shareholders' Agreement covers 1,303,422 shares of Common
Stock or approximately 19% of the outstanding shares of Common Stock and an
additional 3,249,649 shares of Class B Common Stock. Each share of Class B
Common Stock is convertible into one share of Common Stock. Accordingly, Magna
may be deemed to be the beneficial owner of 4,553,071 shares of Common Stock or
approximately 46% of the outstanding shares of Common Stock, assuming the
conversion of the 3,249,649 shares of Class B Common Stock owned or controlled
by the Shareholders into Common Stock. In addition, such shares of Common Stock
and Class B Common Stock represented, as of June 7, 2002, approximately 72% of
the total voting power of all the outstanding shares of voting stock of the
Company with respect to approval of the Merger. Magna did not and will not pay
additional consideration to any Shareholder in connection with the execution and
delivery of the Shareholders' Agreement beyond the consideration described in
the Merger Agreement. Upon consummation of the Merger, each Shareholder will
receive, in exchange for each share of Company Common Stock owned by such
Shareholder, the same fraction of a Magna Class A Share as each other holder of
shares of Company Common Stock (except with respect to shares of Company Common
Stock held by Magna, Sub or any wholly owned subsidiary of Magna, Sub or the
Company, which shall be cancelled without any consideration therefor). All
percentages set forth on this Schedule 13D are based upon the number of shares
of Company Common Stock outstanding as of June 7, 2002, as represented and
warranted by the Company in the Merger Agreement.
References to, and descriptions of, the Merger, the Merger
Agreement, the Shareholders' Agreement and the proxies as set forth herein are
qualified in their entirety by reference to the copies of the Merger Agreement
and the Shareholders' Agreement included as Exhibits 99.1 and 99.2,
respectively, to this Schedule 13D, which are incorporated herein in their
entirety where such references and descriptions appear.
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CUSIP No. 25780105 SCHEDULE 13D Page 7 of 12 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
On June 25, 2002, Magna, Magna Mirrors Acquisition Corp., a
Michigan corporation and a wholly owned subsidiary of Magna ("Sub"), and the
Company executed a definitive Agreement and Plan of Merger (the "Merger
Agreement") providing for the acquisition of the Company by Magna pursuant to a
merger of Sub with and into the Company (the "Merger"). As a result of the
Merger, each outstanding share of Company Stock, other than shares held by
Magna, Sub or any wholly owned subsidiary of Magna, Sub or the Company, will be
converted into the right to receive a fraction of a Magna Class A Share and the
Company will become a wholly owned subsidiary of Magna. As an inducement for
Magna to enter into the Merger Agreement, the Shareholders entered into the
Shareholders' Agreement described in Item 3 above.
At the effective time of the Merger, the directors of the
Surviving Corporation shall be the current directors of Sub, each to hold office
until his or her successor is duly elected and qualified, and the officers of
the Surviving Corporation shall be the current officers of Sub, each to hold
office until his or her successor is duly elected and qualified.
Upon the closing of the Merger, the Common Stock will be
deregistered under the Exchange Act of 1934, as amended, and delisted from the
New York Stock Exchange (the "NYSE"). If the Merger is consummated as planned,
the Magna Class A Shares issuable in connection with the Merger will be
authorized for listing on the NYSE and on The Toronto Stock Exchange, subject to
official notice of issuance.
Other than as described or contemplated above, none of the
Stronach Trust, 445327 or Magna has any current plans or proposals that relate
to or would result in:
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) any material change in the present capitalization or dividend
policy of the Company;
(f) any other material change in the Company's business or
corporate structure;
(g) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
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CUSIP No. 25780105 SCHEDULE 13D Page 8 of 12 Pages
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(h) causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) In the Merger Agreement, the Company represented and warranted
that, as of June 7, 2002, the Company had 6,563,493 shares of
Common Stock issued and outstanding. As a result of the
Shareholders' Agreement, each of Magna, the Stronach Trust and
445327 may be deemed to be the beneficial owner of 4,553,071
shares of Common Stock (the "Shares"). Such Shares constitute
approximately 46% of the issued and outstanding shares of
Common Stock based on the number of shares of Common Stock
outstanding as of June 7, 2002, assuming the conversion of the
3,249,649 shares of Class B Common Stock owned or controlled
by the Shareholders into Common Stock. Each of Magna, the
Stronach Trust and 445327 may be deemed to have the sole power
to vote or direct the vote of the Shares with respect to those
matters described above. However, none of Magna, the Stronach
Trust or 445327 has the power to dispose of or direct the
disposition of the Shares and, other than the power to vote
conferred by the Shareholders' Agreement, is not entitled to
any rights as a shareholder of the Company as to the Shares
and each disclaims any beneficial ownership of the Shares.
(c) Except for entering into the Merger Agreement and related
agreements, none of Magna, the Stronach Trust or 445327 has
effected any transaction in the Common Stock during the past
60 days, and, to the best of Magna's knowledge, no person
named in Schedule A has effected any transactions in the
Common Stock during the past 60 days.
(d) Except for the Shareholders, no other person is known to
Magna, the Stronach Trust or 445327 to have the right to
receive or the power to direct the receipt of dividends from,
or proceeds from the sale of, any shares of Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
For a summary of the material provisions of the Shareholders'
Agreement, please see Item 3. This summary is not intended to be complete and
reference is made to the Shareholders' Agreement, included as Exhibit 99.2, for
a complete description of the
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CUSIP No. 25780105 SCHEDULE 13D Page 9 of 12 Pages
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arrangements with respect to the Common Stock. The Shareholders' Agreement will
terminate and be of no further force and effect upon a valid termination of the
Merger Agreement pursuant to its terms.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 Agreement and Plan of Merger dated as
of June 25, 2002, among Magna International
Inc., an Ontario corporation, Magna Mirrors
Acquisition Corp., a Michigan corporation,
and Donnelly Corporation, a Michigan
corporation.
Exhibit 99.2 Shareholders' Agreement dated as of
June 25, 2002, among Magna International
Inc., an Ontario corporation, Magna Mirrors
Acquisition Corp., a Michigan corporation,
Donnelly Export Corporation, a Michigan
corporation, and the other persons listed on
the signature pages thereof.
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CUSIP No. 25780105 SCHEDULE 13D Page 10 of 12 Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's
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: June 27, 2002
THE STRONACH TRUST
By: __________________________________
Belinda Stronach
Trustee
445327 ONTARIO LIMITED
By: __________________________________
Belinda Stronach
Vice-President
MAGNA INTERNATIONAL INC.
By: __________________________________
Jeffrey O. Palmer
Executive Vice-President
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CUSIP No. 25780105 SCHEDULE 13D Page 11 of 12 Pages
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SCHEDULE A
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
------------------------- ---------------------------- -----------
Frank Stronach Partner, Stronach & Co.; Chairman of the Board Canada/Austria
Magna-Strasse 1, 2552 of Magna
Oberwaltersdorf, Austria
Manfred Gingl Chief Executive Officer, Tesma International Canada/Austria
1000 Tesma Way Inc.; Executive Vice-Chairman of
Concord, Ontario Magna
Canada L4K 5R8
Siegfried Wolf President and Chief Executive Officer, Magna Austria
Magna-Strasse 1, 2552 Steyr; Executive Vice-Chairman of Magna
Oberwaltersdorf, Austria
Belinda Stronach* President and Chief Executive Officer of Magna Canada
William G. Davis Counsel, Torys; Director of Magna Canada
Torys
Suite 3000
Maritime Life Tower
79 Wellington Street West
Toronto-Dominion Centre
Toronto, Ontario M5K 1N2
William H. Fike Consultant; Director of Magna United States
15630 Queensferry Drive
Ft. Myers, Florida 33912
Edward C. Lumley Vice-Chairman, BMO Nesbitt Burns; Director of Canada
BMO Nesbitt Burns Magna
1 First Canadian Place
4th Floor
Toronto, Ontario M5X 1H3
Karlheinz Muhr Chairman and Chief Executive Officer, Volaris Austria
Volaris Advisors Advisors; Director of Magna
10 E. 50th St., 29th Floor
New York, New York 10022
Gerhard Randa Chairman and Chief Executive Officer, Bank Austria
Bank Austria AG Austria AG; Director of Magna
Vordere Zollamtssra(beta)e 13
A-1030 Vienna, Austria
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CUSIP No. 25780105 SCHEDULE 13D Page 12 of 12 Pages
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NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
------------------------- ---------------------------- -----------
Donald Resnick Director of Magna Canada
2727 Yonge Street, Apt. 614
Toronto, Ontario M4N 3R6
Royden R. Richardson President, RBQ Limited; Director of Magna Canada
RBQ Limited
Royal Trust Tower, 38thFloor
77 King Street West
Toronto-Dominion Centre
Toronto, Ontario M5K 1H1
Franz Vranitzky Director of Magna Austria
Westdeutsche Landesbank
Fuhrichgasse 8/TOP11
A-1010 Vienna, Austria
William J. Biggar* Executive Vice-President, Office of the CEO of Canada
Magna
David Carroll* Executive Vice-President, Marketing and Canada
Corporate Planning of Magna
J. Brian Colburn* Executive Vice-President, Special Projects and Canada
Secretary of Magna
Werner Czernohorsky* Executive Vice-President and Director of Canada
Internal Audit of Magna
Vincent J. Galifi* Executive Vice-President, Finance and Chief Canada
Financial Officer of Magna
Peter Koob* Executive Vice-President, Corporate Development Canada
of Magna
Jeffrey O. Palmer* Executive Vice-President of Magna Canada
Tom Skudutis* Executive Vice-President, Operations of Magna Canada
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*The present principal business address for this person is c/o Magna
International Inc., 337 Magna Drive, Aurora, Ontario, Canada, L4G 7K1.