-----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, Cg2zoKQXhg6OX9XDMkKPeWWyj5QajwbAb/s3ykC46bz5cD/+PhLG4YrJS3DDn0z8 65Gkr1nyn/1/3uTZ2Ya92g== 0000926044-02-000263.txt : 20020930 0000926044-02-000263.hdr.sgml : 20020930 20020930163420 ACCESSION NUMBER: 0000926044-02-000263 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020930 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DONNELLY CORP CENTRAL INDEX KEY: 0000805583 STANDARD INDUSTRIAL CLASSIFICATION: GLASS PRODUCTS, MADE OF PURCHASED GLASS [3231] IRS NUMBER: 380493110 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09716 FILM NUMBER: 02776756 BUSINESS ADDRESS: STREET 1: 49 WEST THIRD STREET CITY: HOLLAND STATE: MI ZIP: 49423 BUSINESS PHONE: 616-786-7000 MAIL ADDRESS: STREET 1: 49 WEST THIRD STREET CITY: HOLLAND STATE: MI ZIP: 49423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DONNELLY CORP CENTRAL INDEX KEY: 0000805583 STANDARD INDUSTRIAL CLASSIFICATION: GLASS PRODUCTS, MADE OF PURCHASED GLASS [3231] IRS NUMBER: 380493110 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 49 WEST THIRD STREET CITY: HOLLAND STATE: MI ZIP: 49423 BUSINESS PHONE: 616-786-7000 MAIL ADDRESS: STREET 1: 49 WEST THIRD STREET CITY: HOLLAND STATE: MI ZIP: 49423 425 1 donnelly425sep4.htm Donnelly Corporation Rule 425 Statement

Filed by Donnelly Corporation
Pursuant to Rule 425 under the Securities Act of
1933, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934.

Subject Company: Donnelly Corporation
Commission File Number: 1-9716

This filing relates to a planned merger between Donnelly Corporation (“Donnelly”) and Magna International Inc.‘s wholly-owned subsidiary Magna Mirrors Acquisition Corp., pursuant to an Agreement and Plan of Merger, dated as of June 25, 2002 (the “Merger Agreement”). The Merger Agreement is on file with the Securities and Exchange Commission as an exhibit to the Form F-4 filed by Magna International Inc. on July 18, 2002, as amended, and is incorporated by reference into this filing.

Pursuant to Rule 425 under the Securities Act of 1933, and Rule 14a-12 under the Securities Exchange Act of 1934, the following communication regarding the proposed transaction between Donnelly and Magna International Inc. and its wholly-owned subsidiary Magna Mirrors Acquisition Corp. is filed:

PRESS RELEASE REGARDING
DONNELLY SHAREHOLDERS APPROVE
MAGNA'S ACQUISITION OF DONNELLY

This filing is made to publish a press release issued by Donnelly on September 30, 2002.

RULE 425 STATEMENT

On July 18, 2002, Magna International Inc. filed a Registration Statement on Form F-4 with the SEC, containing Donnelly’s and Magna’s preliminary Prospectus/Proxy Statement in connection with the merger. On August 29, 2002, Magna International Inc. filed Amendment No. 1 to Registration Statement on Form F-4 with SEC, containing Donnelly’s and Magna’s definitive Prospectus/Proxy Statement in connection with the merger. Investors and security holders of Donnelly are urged to read the preliminary Prospectus/Proxy Statement contained in the Form F-4, the definitive Prospectus/Proxy Statement contained in the Amendment No.1 to Form F-4, the Registration Statement on Form F-4 and any amendments thereto, and any other relevant materials filed by Donnelly or Magna with the SEC because they contain, or will contain, important information about Donnelly, Magna, the merger, the persons soliciting the proxies relating to the merger, their interests in the transaction and related matters. On August 30, 2002, the definitive Prospectus/Proxy Statement was sent to the security holders of Donnelly seeking their approval of the proposed Merger. Investors and security holders will be able to obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov.




Free copies of these documents may also be obtained by contacting each of the companies as follows:

Magna International Inc.
337 Magna Drive
Aurora, Ontario
Canada L4G 7K1
Attention: Executive Vice President,
Special Projects and Secretary
905-726-7072
Donnelly Corporation
49 West Third Street
Holland, Michigan 49423-2813
Attention: Corporate Secretary
616-786-6080


ADDITIONAL INFORMATION

Donnelly and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Donnelly shareholders with respect to the transactions contemplated by the Merger Agreement. Information regarding such officers and directors is included in Donnelly’s most recent definitive Proxy Statement filed with the SEC. This document is available free of charge at the SEC’s website and from Donnelly at the address indicated above.










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PRESS RELEASE

Release Date: September 30, 2002
 
 
Contact: Beverly Snyder
Public Relations Manager
Donnelly Corporation
616-786-6014
Website: WWW.DONNELLY.COM
Exchange: NYSE
Symbol: DON

DONNELLY SHAREHOLDERS APPROVE MAGNA’S ACQUISITION OF DONNELLY

HOLLAND, Mich., Sept. 30 /PRNewswire-FirstCall/ -- Donnelly Corporation (NYSE: DON) announced today that its shareholders overwhelmingly approved the previously announced merger of Donnelly Corporation with a subsidiary of Magna International Inc. at a special meeting held earlier today. The merger was approved by 99.97% of the votes cast at the meeting, representing approximately 89.3% of the total voting power of all outstanding shares of Donnelly Corporation common stock. Approval of the merger required the affirmative vote of two-thirds of the total voting power of all Donnelly Corporation common stock. The merger is currently scheduled to close on October 1, 2002, but remains subject to the satisfaction or waiver of a number of customary closing conditions. Commencing at the effective time of the merger, each share of Donnelly common stock will be exchangeable into 0.459 of a Magna International Inc. Class A subordinate voting share, with cash received in lieu of any fractional share.

Donnelly is a technology-driven, customer-focused automotive supplier that has been based in Holland, Michigan, since 1905. Through its various product lines, Donnelly serves every major automotive manufacturer in the world. The company has more than 6,000 employees in 14 countries worldwide. Donnelly has been named by the Society of Automotive Engineers as a model company in lean manufacturing practices and has been recognized by Automotive Industries magazine as one of the “Best of the Best” suppliers of mirrors and lighting systems. In addition, Donnelly is nationally recognized as a leader in the application of participative management principles and systems. More information on Donnelly is available on Donnelly’s website at http://www.donnelly.com .

For further information: please contact Louis Tonelli at Magna at 905-726-7035 or Charles Pear at Donnelly at 616-786-5712.

Investors are urged to read Magna’s and Donnelly’s prospectus/proxy statement relating to the transaction that is contained in the Registration Statement on Form


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F-4 (No. 333-96719) filed with the U.S. Securities and Exchange Commission, because it contains important information. The prospectus/proxy statement was mailed to Donnelly’s shareholders of record as of August 16, 2002; in addition, investors can get the document for free at the Commission’s website, http://www.sec.gov , and for free from Magna and Donnelly.










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