-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PPgHjIGbfVKTfCjPtz8XDVZVQ6p59IzZNxxtbmUI4uVcrRMK08u+J1as0jTIa2oA YwalylMjMKjlL8EMcZ7eXQ== 0001021408-02-002407.txt : 20020414 0001021408-02-002407.hdr.sgml : 20020414 ACCESSION NUMBER: 0001021408-02-002407 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 GROUP MEMBERS: 1128969 ONTARIO INC. GROUP MEMBERS: 445327 ONTARIO INC. GROUP MEMBERS: STRONACH TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TESMA INTERNATIONAL INC CENTRAL INDEX KEY: 0000944802 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 980138591 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48336 FILM NUMBER: 02549126 BUSINESS ADDRESS: STREET 1: 300 EDGELEY BLVD CITY: CONCORD STATE: A6 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAGNA INTERNATIONAL INC CENTRAL INDEX KEY: 0000749098 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 000000000 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 36 APPLE CREK BLVD CITY: MARKHAM ONTARIO L3R STATE: A1 ZIP: 00000 BUSINESS PHONE: 9054777766 MAIL ADDRESS: STREET 1: 36 APPLE CREEK BLVD CITY: MARKHAM STATE: A6 SC 13D 1 dsc13d.txt SC 13D TESMA INTERNATIONAL INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* TESMA INTERNATIONAL INC. - ------------------------------------------------------------------------------- (Name of Issuer) CLASS A SUBORDINATE VOTING SHARES - ------------------------------------------------------------------------------- (Title of Class of Securities) 881908 10 7 - ------------------------------------------------------------------------------- (CUSIP Number) J. Brian Colburn, Executive Vice President, Special Projects and Secretary Magna International Inc., 337 Magna Drive, Aurora, Ontario, Canada, L4G 7K1 - ------------------------------------------------------------------------------- (Name, Address and telephone Number of Person Authorized to Receive Notices and Communications) June 19, 2000 - ------------------------------------------------------------------------------- (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 (S)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 (S)240.13d-7(b) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. 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). SCHEDULE 13D CUSIP No. 881908 10 7 Page 2 of 11 Pages 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 (See Instructions) OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 5 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA
NUMBER OF 7 SOLE VOTING POWER SHARES 14,223,900 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 14,223,900 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,223,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 48.6% 14 TYPE OF REPORTING PERSON (See Instructions) OO
SCHEDULE 13D CUSIP No. 881908 10 7 Page 3 of 11 Pages 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 (See Instructions) OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 5 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA
NUMBER OF 7 SOLE VOTING POWER SHARES 14,223,900 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 14,223,900 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,223,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 48.6% 14 TYPE OF REPORTING PERSON (See Instructions) CO
SCHEDULE 13D CUSIP No. 881908 10 7 Page 4 of 11 Pages 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 (See Instructions) OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 5 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA
NUMBER OF 7 SOLE VOTING POWER SHARES 14,223,900 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 14,223,900 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,223,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 48.6% 14 TYPE OF REPORTING PERSON (See Instructions) CO
SCHEDULE 13D CUSIP No. 881908 10 7 Page 5 of 11 Pages 1 NAMES OF REPORTING PERSONS I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 1128969 ONTARIO INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_] (b)[X] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 5 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA
NUMBER OF 7 SOLE VOTING POWER SHARES 4,484,447 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 4,484,447 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,484,447 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 15.3% 14 TYPE OF REPORTING PERSON (See Instructions) CO
Page 6 of 11 Pages Item 1. Security and Issuer This Statement on Schedule 13D relates to the Class A Subordinate Voting Shares of Tesma International Inc. (the "Issuer"). The principal executive offices of the Issuer are located at: 1000 Tesma Way Concord, Ontario Canada L4K 5R8. Item 2. Identity and Background (a) Name: 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 Inc. ("445327"), an Ontario, Canada corporation; (iii) Magna International Inc. ("Magna"), an Ontario, Canada corporation; and (iv) 1128969 Ontario Inc. ("1128969"), an Ontario, Canada corporation. (b) Residence or business address: (i) The principal business address of each of the Stronach Trust and 445327 is: 14875 Bayview Avenue R.R.#2 Aurora, Ontario Canada, L4G 3C8 (ii) The principal business address of each of Magna and 1128969 is: 337 Magna Drive Aurora, Ontario Canada, L4G 7K1 (c) Principal business: The Stronach Trust is a family trust which owns all of the shares of 445327. Page 7 of 11 Pages 445327 is a corporation which owns 724,829 Class B Shares of Magna, such shares representing approximately 58% of the total votes carried by the total outstanding Class A Subordinate Voting Shares and Class B Shares of Magna. 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. Magna owns all of the issued and outstanding shares of 1128969. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which 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 on finding any violation with respect to such laws. (f) Not applicable. Item 3. Source and Amount of Funds or Other Consideration See Item 4 below. Item 4. Purpose of Transaction As of July 31, 1995, the closing date of the Issuer's initial public offering, Magna beneficially owned 14,223,900 Class B Shares of the Issuer, of which 4,484,447 Class B Shares were owned by 1128969. Each Class B Share of the Issuer is convertible into one Class A Subordinate Voting Share of the Issuer. Class A Subordinate Voting Shares of the Issuer are entitled to one vote per share and Class B Shares of the Issuer are entitled to ten votes per share at all meetings of shareholders of the Issuer. As of July 31, 1995, Magna also beneficially owned: (a) 200,603 Preferred Shares, Series 1; (b) 200,000 Preferred Shares, Series 2; and (c) 200,000 Preferred Shares, Series 3, all of which had a carrying value of Cdn.$100 per share. Each Preferred Share, Series 1, Preferred Share, Series 2 and Preferred Share, Series 3 was convertible into Class A Subordinate Voting Shares of the Issuer at a conversion price of Cdn.$11.025 per share. Page 8 of 11 Pages On June 5, 1997, Magna converted 110,250 Preferred Shares, Series 3 into 1,000,000 Class A Subordinate Voting Shares of the Issuer at a conversion price of Cdn.$11.025 per share, and sold such shares on the same date at a price per share of Cdn.$18.75, by way of public secondary offering. There was no consideration upon the conversion. On June 30, 1998, Magna converted: (a) 200,603 Preferred Shares, Series 1; (b) 200,000 Preferred Shares, Series 2; and (c) 89,750 Preferred Shares, Series 3, into an aggregate of 4,447,644 Class A Subordinate Voting Shares of the Issuer. There was no consideration upon the conversion. On November 17, 1999, Magna disposed of 95,000 Class A Subordinate Voting Shares of the Issuer at a price of $17.875 per share. On June 19, 2000, the Issuer completed a series of transactions to assist Magna in a reorganization of its holdings of Class A Subordinate Voting Shares of the Issuer, prior to the sale of these shares by way of a public secondary offering. As part of such transactions, Magna acquired 4,352,644 Class A Subordinate Voting Shares of the Issuer in exchange for all the common shares of 1422662 Ontario Inc. ("1422662") (then a wholly-owned subsidiary of Magna), whose sole asset was 4,352,644 previously issued Class A Subordinate Voting Shares of the Issuer. Immediately after this transaction, 1422662 was wound-up into the Issuer and the 4,352,644 previously issued Class A Subordinate Voting Shares of the Issuer were cancelled. On June 20, 2000, Magna sold 4,352,644 Class A Subordinate Voting Shares of the Issuer at a price per share of Cdn.$26.20, by way of a public secondary offering. Magna controls the Issuer through beneficial ownership of 100% of its Class B Shares and the Stronach Trust controls Magna through beneficial ownership of approximately 66.1% of its Class B Shares which carry approximately 58% of the total votes carried by the total Class A Subordinate Voting Shares and Class B Shares of Magna. None of the Stronach Trust, 445327, Magna or 1128969 has any current plans or proposals that relate to or would result in any of the events described in Items (a) through (j) of Schedule 13D. Item 5. Interest in Securities of the Issuer Stronach Trust (a) Amount beneficially owned: 14,223,900 Class B Shares of the Issuer, convertible into 14,223,900 Class A Subordinate Voting Share of the Issuer. Percent of Class: 48.6% (assuming full conversion of the Class B Shares of the Issuer). (b) Number of shares as to which the Reporting Person has: (i) sole power to vote or to direct the vote: 14,223,900 (assuming full conversion of the Class B Shares); (ii) shared power to vote or to direct the vote: 0; (iii) sole power to dispose or to direct the disposition of: 14,223,900 (assuming full conversion of the Class B Shares); and (iv) shared power to dispose or to direct the disposition of: 0. (c) None. Page 9 of 11 Pages (d) Not applicable. (e) Not applicable. 445327 (a) Amount beneficially owned: 14,223,900 Class B Shares of the Issuer, convertible into 14,223,900 Class A Subordinate Voting Share of the Issuer. Percent of Class: 48.6% (assuming full conversion of the Class B Shares of the Issuer). (b) Number of shares as to which the Reporting Person has: (i) sole power to vote or to direct the vote: 14,223,900 (assuming full conversion of the Class B Shares); (ii) shared power to vote or to direct the vote: 0; (iii) sole power to dispose or to direct the disposition of: 14,223,900 (assuming full conversion of the Class B Shares); and (iv) shared power to dispose or to direct the disposition of: 0. (c) None. (d) Not applicable. (e) Not applicable. Magna (a) Amount beneficially owned: 14,223,900 Class B Shares of the Issuer, convertible into 14,223,900 Class A Subordinate Voting Share of the Issuer. Percent of Class: 48.6% (assuming full conversion of the Class B Shares of the Issuer). (b) Number of shares as to which the Reporting Person has: (i) sole power to vote or to direct the vote: 14,223,900 (assuming full conversion of the Class B Shares); (ii) shared power to vote or to direct the vote: 0; (iii) sole power to dispose or to direct the disposition of: 14,223,900 (assuming full conversion of the Class B Shares); and Page 10 of 11 Pages (iv) shared power to dispose or to direct the disposition of: 0. (c) None. (d) Not applicable. (e) Not applicable. 1128969 (a) Amount beneficially owned: 4,484,447 Class B Shares of the Issuer, convertible into 4,484,447 Class A Subordinate Voting Shares of the Issuer. Percent of Class: 15.3% (assuming full conversion of the Class B Shares of the Issuer). (b) Number of shares as to which the Reporting Person has: (i) sole power to vote or to direct the vote 4,484,447 (assuming full conversion of the Class B Shares); (ii) shared power to vote or to direct the vote 0; (iii) sole power to dispose or to direct the disposition of 4,484,447 (assuming full conversion of the Class B Shares); and (iv) shared power to dispose or to direct the disposition of 0. (c) None. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer Not applicable. Item 7. Material to be Filed as Exhibits Not applicable. Page 11 of 11 Pages Signature After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies as to itself that the information set forth on this statement is true, complete and correct. Dated: February 14, 2002 THE STRONACH TRUST By: /s/ Belinda Stronach ____________________________________ Name: Belinda Stronach Title: Trustee 445327 ONTARIO INC. By: /s/ Belinda Stronach ____________________________________ Name: Belinda Stronach Title: Vice-President MAGNA INTERNATIONAL INC. By: /s/ J. Brian Colburn ____________________________________ Name: J. Brian Colburn Title: Executive Vice-President, Special Projects and Secretary 1128969 ONTARIO INC. By: /s/ J. Brian Colburn ____________________________________ Name: J. Brian Colburn Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----