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, 2003 Commission File Number 0-13942
MAGNA INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
NOT APPLICABLE
(Translation of Registrant's name into English (if applicable))
PROVINCE OF ONTARIO, CANADA
(Province of other jurisdiction of incorporation or organization)
3714
(Primary Standard Industrial Classification Code number (if applicable))
NOT APPLICABLE
(I.R.S. Employer Identification Number (if applicable))
337 MAGNA DRIVE, AURORA, ONTARIO, CANADA L4G 7K1 (905) 726-2462
(Address and telephone number of Registrant's principal executive offices)
CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NEW YORK 10019 (212) 664-1666
(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.
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS 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
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
95,584,969 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]
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 12 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 [ ]
1. ANNUAL INFORMATION FORM
The Registrant's Annual Information Form for the year ended December 31, 2003
required under Canadian law is attached hereto as Exhibit 1 (the "Annual
Information Form").
2. AUDITED ANNUAL FINANCIAL STATEMENTS AND
MANAGEMENT'S DISCUSSION AND ANALYSIS
The Registrant's Annual Report to Shareholders for the year ended December 31,
2003 (the "Annual Shareholders' Report") was previously filed with the U.S.
Securities and Exchange Commission (the "Commission") as Exhibit 99 to the
Registrant's Report on Form 6-K dated March 31, 2004. For the Registrant's
consolidated audited annual financial statements, including the report of the
independent chartered accountants with respect thereto, see pages 55 to 92 and
pages 54, respectively, of the Annual Shareholders' Report. See note 30 to the
Registrant's consolidated audited annual financial statements, on pages 87 to 92
of the Annual Shareholders' Report, reconciling the important differences
between Canadian and United States generally accepted accounting principles. For
the Registrant's Management's Discussion and Analysis of Results of Operations
and Financial Position, see pages 39 to 53 of the Annual Shareholders' Report.
3. 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 website, or any
other site on the World Wide Web referred to in the Registrant's website, is not
a part of this annual report on Form 40-F and, therefore, is not filed with the
Commission.
4. 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. 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 a discussion of such factors.
5. DISCLOSURE CONTROLS AND PROCEDURES
The Registrant's Chairman, Interim Chief Executive Officer and Interim President
and its Executive Vice-President and Chief Financial Officer are responsible for
establishing and maintaining the Registrant's disclosure controls and procedures
as such term is defined under Rules 13a-15(e) and 15d-15(e) of the U.S.
Securities Exchange Act of 1934 (the "Exchange Act"). These officers have
designed the Registrant's disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under their supervision, to
ensure that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to them by others within those
entities, particularly during the period in which this annual report on Form
40-F was being prepared. The Registrant's Chairman, Interim Chief Executive
Officer and Interim President and its Executive Vice-President and Chief
Financial Officer have evaluated the effectiveness of the Registrant's
disclosure controls and procedures as of December 31, 2003. Based on this
evaluation, these officers are satisfied as to the effectiveness of the
Registrant's disclosure controls and procedures in ensuring that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to them by others in those entities in a timely manner.
There have been no changes to the Registrant's internal control over
financial reporting that occurred during the period covered by the annual
report that has materially affected, or is reasonably likely to materially
affect, the Registrant's internal control over financial reporting.
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6. AUDIT COMMITTEE MEMBERS AND
AUDIT COMMITTEE FINANCIAL EXPERT
The Registrant has a separately designated standing audit committee of its Board
of Directors (the "Audit Committee"), which is comprised of the following
members of the Registrant's Board of Directors: Donald Resnick (Chairman),
William H. Fike and Royden R. Richardson.
The Registrant's Board of Directors has determined that Mr. Resnick, the
Chairman of the Audit Committee, is an "audit committee financial expert" and
that each member of the Audit Committee, including Mr. Resnick, is "independent"
and "financially literate", as such terms are defined in the listing standards
of the New York Stock Exchange and Exchange Act Rule 10A-3.
7. CODE OF ETHICS
The Registrant has adopted a code of ethics that applies to all of its
employees, including its Chairman, Interim Chief Executive Officer and Interim
President, its Executive Vice-President and Chief Financial Officer, its
Controller and other persons performing similar functions. The text of such code
of ethics is contained in the Registrant's Code of Conduct and Ethics, which is
posted on the Registrant's website.
8. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate fees billed for each of the last two fiscal years for professional
services rendered by Ernst & Young LLP, the Registrant's principal accountant
(the "Auditor"), are as follows:
FISCAL 2003 FISCAL 2002
----------- -----------
Audit Fees $5,724,500 $4,867,500
Audit-Related Fees 491,700 271,400
Tax Fees 3,576,900 2,379,200
All Other Fees 19,300 nil
The services comprising the Audit Fees category for these two fiscal years were
performed by the Auditor to comply with generally accepted auditing standards
("GAAS"). Fees included in this category may include an appropriate allocation
of fees for tax services or accounting consultations, to the extent such
services were necessary to comply with GAAS.
The services comprising the Audit-Related Fees category for these two fiscal
years consisted of certain assurance and related services, namely employee
benefit plan audits. This category would also include due diligence relating to
acquisition and divestitures, accounting consultations and audits in connection
with acquisitions and divestitures, internal control reviews, attest services
that are not required by statute or regulation, and consultations concerning
financial accounting and reporting standards.
The services comprising the Tax Fees category for these two fiscal years
consisted of Canadian, U.S., European and Mexican tax compliance, advisory and
research services. Tax services would generally include tax compliance, tax
planning and tax advice. This category includes fees paid in respect of services
performed by the Auditor's tax professionals, excluding services required to
comply with GAAS, which are included in the Audit Fees category.
The services comprising the All Other Fees category for these two fiscal years
consisted of translation services.
The Audit Committee has a process for pre-approving all services provided by,
and related fees to be paid to, the Auditor. This process includes reviewing, on
a quarterly basis, the details and associated costs of the services expected to
be provided. Audit Committee approval is required for any services that have not
been previously approved by the Audit Committee. The Audit Committee considers
whether such services are consistent with the Commission's rules on auditor
independence. The Audit Committee also considers whether the Auditor is best
positioned to provide the most effective and efficient service, for reasons such
as its familiarity with the Registrant's business, people, culture, accounting
systems, risk profile, and whether the services enhance the
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Registrant's ability to manage or control risks and improve audit quality.
The Audit Committee has delegated authority to its Chairman to pre-approve
permitted non-audit services that have not previously been approved, provided
that such approval is in writing and signed by the Chairman. The Chairman
will report to the Audit Committee on all such pre-approvals granted under
such authority at the next regularly scheduled Audit Committee meeting. None
of the services provided by the Auditor in 2003 were treated as exempt from
pre-approval pursuant to the de minimis provision of paragraph (c)(7)(i)(C)
of Rule 2-01 of Regulation S-X.
9. OFF-BALANCE SHEET ARRANGEMENTS AND
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
For disclosure of the Registrant's off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on the Registrant's
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to investors, see pages 48 to 39 of the Annual Shareholders' Report,
under the section entitled "Contractual Obligations and Off-Balance Sheet
Financing".
For the tabular disclosure regarding the Registrant's known contractual
obligations, with amounts aggregated by the type of contractual obligation, see
pages 48 to 49 of the Annual Shareholders' Report, under the section entitled
"Contractual Obligations and Off-Balance Sheet Financing".
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.
Registrant: MAGNA INTERNATIONAL INC.
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By (Signature and Title): /s/ J. BRIAN COLBURN
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J. Brian Colburn
Executive Vice-President,
Special Projects and Secretary
Date: MAY 17, 2004
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EXHIBIT INDEX
Exhibit 1 Annual Information Form of the Registrant dated May 17, 2004.
Exhibit 2 Registrant's Annual Report to Shareholders for the Year Ended
December 31, 2003, which contains the Registrant's audited
financial statements as at and for the three-year period ended
December 31, 2003 and Management's Discussion and Analysis of
Results of Operations and Financial Position (incorporated by
reference to Exhibit 99 to Registrant's Report on Form 6-K dated
March 31, 2004).
Exhibit 3 Consent of Ernst & Young LLP.
Exhibit 99.1 Certificate of Principal Executive Officer Pursuant to Exchange
Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2 Certificate of Principal Financial Officer Pursuant to Exchange
Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.3 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 99.4 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.
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