UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DECOMA INTERNATIONAL INC.
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(Name of Issuer)
CLASS A SUBORDINATE VOTING SHARES
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(Title of Class of Securities)
24359C 10 0
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(CUSIP Number)
John Gunning
Magna International Inc.
337 Magna Drive
Aurora, Ontario L4G 7K1
(905) 726-7278
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
Kenneth G. Alberstadt
111 Broadway, 18th Floor
New York, New York 10006
(212) 404-7566
January 5, 2001
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(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 ss.ss.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 ss.240.13d-7 for other
parties to whom copies are to be sent.
CUSIP No. 24359C 10 0
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
FRANK STRONACH
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Austria
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7 SOLE VOTING POWER
77,644,485
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 77,644,485
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,644,485
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Class A Subordinate Voting Shares, without par
value (the "Class A Shares"), of Decoma International Inc. (the "Company"). The
principal executive offices of the Company are located at 50 Casmir Court,
Concord, Ontario, Canada L4K 4J5.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed by Frank Stronach, an individual.
(b) The principal business address of the reporting person is Badener
Strasse 12, Oberwaltersdorf, Austria 2522.
(c) The reporting person is a partner of Stronach & Co ("S&Co"), an
entity that provides consulting services to certain subsidiaries of
Magna International Inc. ("Magna"). In addition, the reporting person
is the Chairman of the Board of Magna, the Chairman of the Board of
MI Developments Inc. ("MID") and the Chairman of the Board of Magna
Entertainment Corp. ("MEC"). Magna designs, develops and manufactures
automotive systems, assemblies, modules and components and engineers
and assembles complete vehicles. MID is a real estate operating
company engaged in the ownership, development, management, leasing,
expansion and acquisition of income-producing industrial and
commercial properties. MID is the successor to Magna's real estate
division and operated as an autonomous business unit within Magna
prior to distribution of the capital stock of MID to the shareholders
of Magna on August 29, 2003. MEC operates thoroughbred and
standardbred racetracks; supplies, via simulcasting, live racing
content to the inter-track, off-track and account wagering markets;
and owns and operates a television network focused exclusively on
horse racing.
(d)-(e) During the last five years, the reporting person has not 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 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.
(f) The reporting person is a citizen of Austria.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
750,000 Class A Shares are subject to a currently outstanding and immediately
exercisable option (the "Option") held by S&Co that was issued to S&Co by the
Company on June 11, 1998 in consideration for consulting services.
As of March 2, 1998, the closing date of the Company's initial public offering,
Magna held 6,604,816 Class A Shares and beneficially owned 31,909,091 Class B
Shares of the Company ("Class B Shares"), of which 24,957,125 Class B Shares
were owned by 1269935 Ontario Inc. ("1269935"), then a wholly-owned subsidiary
of Magna, and 6,951,966 Class B Shares were owned by 1265058 Ontario Inc.
("1265058"), then a wholly-owned subsidiary of 1269935. As of March 2, 1998,
1269935 also owned 500,000 Preferred Shares, Series 1 of the Company; 500,000
Preferred Shares, Series 2 of the Company; and 500,000 Preferred Shares, Series
3 of the Company. Such Preferred Shares are convertible (without payment of any
consideration upon conversion) into Class A Shares based on a conversion price
of Cdn.$10.07 per share
and a carrying value of Cdn.$100 per share. 1269935 was amalgamated into Magna
effective August 2, 1998.
On December 29, 2000, Magna transferred the 6,604,816 Class A Subordinate Voting
Shares of the Company owned by it to 1265058 in exchange for 1,130 common shares
of 1265058.
On January 5, 2001, (i) Magna acquired 8,333,333 Class A Shares and 484,970
Preferred Shares, Series 4, of the Company and (ii) 1265058 acquired (a) 515,030
Preferred Shares, Series 4, of the Company and (b) 1,000,000 Preferred Shares,
Series 5, of the Company. Such shares were acquired by Magna and 1265058 in
partial consideration for the shares of Decoma Exterior Trim, Inc. and the
assets of Magna Exterior Systems acquired by the Company from Magna on such
date. Such Preferred Shares are convertible (without payment of any
consideration upon conversion) into Class A Shares based on a conversion price
of Cdn.$13.20 per share and a carrying value of Cdn.$100 per share.
The reporting person may, from time to time, communicate with the Company's
management, directors, shareholders and other interested parties regarding
matters of mutual interest, including strategies designed to increase the value
of Class A Shares. The reporting person may from time to time acquire or dispose
of beneficial ownership of Class A Shares in the open market, in privately
negotiated transactions or otherwise.
Except as indicated in this statement, the reporting person currently has no
plans or proposals that relate to or would result in any of the matters
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The reporting person is a principal in S&Co and may be deemed to be
the beneficial owner of 750,000 Class A Shares issuable upon exercise
of the Option.
The reporting person acts as one of four trustees of the Stronach
Trust. The remaining trustees of the Stronach Trust are members of
the reporting person's family. The Stronach Trust owns all of the
outstanding shares of 445327 Ontario Limited ("445327"), of which the
reporting person is the sole director. 445327 holds 726,829 Class B
Shares of Magna, such shares representing approximately 56.5% of the
total votes carried by the outstanding voting stock of Magna. The
reporting person may be deemed to be the beneficial owner of
76,894,485 Class A Shares beneficially owned by Magna and 1265058 in
the aggregate (including (i) 31,909,091 Class A Shares issuable upon
conversion of Class B Shares held by such entities and (ii)
30,047,245 Class A Shares issuable upon conversion of Preferred
Shares of the Company held by such entities).
The reporting person disclaims beneficial ownership of all Class A
Shares that are or may be deemed to be beneficially owned by the
Stronach Trust, 445327, Magna or 1265058. Assuming the beneficial
ownership of all Class A Shares as to which beneficial ownership is
disclaimed herein, the reporting person is the beneficial owner of
77,644,485 Class A Shares, representing 78.1% of the Class A Shares
(determined in accordance with Rule 13d-3).
(b) The reporting person may be deemed to have sole voting and
dispositive power with respect to all Class A Shares that are the
subject of this statement.
(c) During the sixty days preceding the filing of this statement, the
reporting person did not acquire any securities of the Company.
(d)-(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated as of September 5, 2003
/s/ Frank Stronach
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Frank Stronach