U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002 Commission File Number 0-13942
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MAGNA INTERNATIONAL INC.
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(Exact name of Registrant as specified in its charter)
NOT APPLICABLE
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(Translation of Registrant's name into English (if applicable))
PROVINCE OF ONTARIO, CANADA
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(Province or other jurisdiction of incorporation or organization)
3714
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(Primary Standard Industrial Classification Code number (if applicable))
NOT APPLICABLE
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(I.R.S. Employer Identification Number (if applicable))
337 MAGNA DRIVE, AURORA, ONTARIO, CANADA L4G 7K1 (905) 726-2462
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(Address and telephone number of Registrant's principal executive offices)
CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NEW YORK 10019 (212) 664-1666
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(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
CLASS A SUBORDINATE VOTING SHARES NEW YORK STOCK EXCHANGE
8.875% SERIES B PREFERRED SECURITIES NEW YORK STOCK EXCHANGE
Securities registered or to be registered pursuant to Section 12(g) of the Act: NONE
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONE
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For annual reports, indicate by check mark the information filed with this Form:
[X] ANNUAL INFORMATION FORM [ ] AUDITED ANNUAL FINANCIAL STATEMENTS
Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period covered by the
annual report.
94,477,224 CLASS A SUBORDINATE VOTING SHARES
1,096,509 CLASS B SHARES
6,800,000 8.875% SERIES B PREFERRED SECURITIES
Indicate by check mark whether the Registrant by filing the information
contained in this Form is also hereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities and Exchange Act of
1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number
assigned to the Registrant in connection with such Rule.
YES___ NO X
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.
YES X NO___
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ANNUAL INFORMATION FORM
The Registrant's Annual Information Form for the year ended December 31, 2002
required under Canadian law is attached hereto as Exhibit 1 (the "Annual
Information Form").
AUDITED ANNUAL FINANCIAL STATEMENTS AND
MANAGEMENT'S DISCUSSION AND ANALYSIS
A. Consolidated Audited Annual Financial Statements
For the Registrant's consolidated audited annual financial statements, including
the report of independent chartered accountants with respect thereto, please see
pages 53 to 90 and page 52, respectively, of the Registrant's 2002 Annual Report
to Shareholders previously filed with the Securities Exchange Commission as
Exhibit 19 to the Registrant's Report on Form 6-K dated April 2, 2003 (the
"Annual Shareholders' Report"). See note 28 to the Registrant's consolidated
audited annual financial statements on pages 83 to 88 of the Annual
Shareholders' Report, reconciling the important differences between Canadian and
United States generally accepted accounting principles.
B. Management's Discussion and Analysis
For management's discussion and analysis of results of operations and financial
position, see pages 37 to 51 of the Annual Shareholders' Report.
WEBSITE INFORMATION
Notwithstanding any reference to the Registrant's website on the World Wide Web
in the Annual Information Form or in the documents attached or incorporated as
exhibits hereto, the information contained in the Registrant's site or any other
site on the World Wide Web referred to in the Registrant's site is not a part of
this Annual Report on Form 40-F and, therefore is not filed with the Securities
Exchange Commission.
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The Registrant has made in the documents filed as part of this Annual Report on
Form 40-F, and from time to time may otherwise make, "forward-looking
statements" within the meaning of Section 21E of the Exchange Act and Section
27A of the Securities Act and related assumptions concerning its operations,
economic performance and financial matters. The Registrant is under no duty to
update any of these forward-looking statements or related assumptions. Actual
results or events could differ materially from those set forth in, or implied
by, the forward-looking statements and the related assumptions due to a variety
of factors. Reference is made to the section entitled "Forward-Looking
Statements" on page 2 of the Annual Information Form for the year ended December
31, 2002 for a discussion of such factors.
DISCLOSURE CONTROLS AND PROCEDURES
The Registrant's President and Chief Executive Officer and its Executive
Vice-President and Chief Financial Officer are responsible for establishing
and maintaining the Registrant's system of disclosure controls and
procedures, as such term is defined under applicable rules of the U.S.
Securities and Exchange Commission. These executive officers have designed
the Registrant's disclosure controls and procedures to ensure that material
information is made known to them, particularly during the period in which
this Annual Report on Form 40-F was being prepared. As required by the SEC,
the Registrant's President and Chief Executive Officer and its Executive
Vice-President and Chief Financial Officer have evaluated the effectiveness
of the Registrant's disclosure controls and procedures as of a date within 90
days prior to the filing date of this Annual Report on Form 40-F. Based on
this evaluation, the Registrant's President and Chief Executive Officer and
its Executive Vice-President and Chief Financial Officer are satisfied as to
the effectiveness of the Registrant's disclosure controls and procedures in
ensuring that material information is made known to them in a timely manner.
There have been no significant changes to the Registrant's internal controls or
other factors that could significantly affect these controls subsequent to the
date of their evaluation.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. UNDERTAKING
Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises;
or transactions in said securities.
B. CONSENT TO SERVICE OF PROCESS
A Form F-X signed by the Registrant and its agent for service of
process was previously filed with the Commission.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant
certifies that it meets all of the requirements for filing on Form 40-F and has
duly caused this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MAGNA INTERNATIONAL INC.
Registrant______________________________________________________________________
/s/ J. BRIAN COLBURN
By (Signature and Title)________________________________________________________
J. Brian Colburn
Executive Vice-President, Special
Projects and Secretary
May 15, 2003
Date____________________________________________________________________________
CERTIFICATIONS
I, Belinda Stronach, the President and Chief Executive Officer of Magna
International Inc. ("Magna"), certify that:
1. I have reviewed this Annual Report on Form 40-F of Magna;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (and persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 15, 2003 /s/ BELINDA STRONACH
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Belinda Stronach
President and Chief Executive Officer
CERTIFICATIONS
I, Vincent J. Galifi, the Executive Vice-President and Chief Financial
Officer of Magna International Inc. ("Magna"), certify that:
1. I have reviewed this Annual Report on Form 40-F of Magna;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (and persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 15, 2003 /s/ VINCENT J. GALIFI
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Vincent J. Galifi
Executive Vice-President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit 1 Annual Information Form of the Registrant dated May 15, 2003
Exhibit 2 Registrant's Annual Report to Shareholders for the Year
Ended December 31, 2002, which contains the Registrant's
audited financial statements as at and for the three-year
period ended December 31, 2002 and Management's Discussion
and Analysis of Results of Operations and Financial
Condition (incorporated by reference to Exhibit 19 to
Registrant's Report on Form 6-K dated April 2, 2003).
Exhibit 3 Consent of Ernst & Young LLP.
Exhibit 99.1 Certificate of Principal Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Exhibit 99.2 Certificate of Principal Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.