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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000912057-02-025413.txt : 20020626
<SEC-HEADER>0000912057-02-025413.hdr.sgml : 20020626
<ACCEPTANCE-DATETIME>20020626163838
ACCESSION NUMBER:		0000912057-02-025413
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020625
FILED AS OF DATE:		20020626

FILER:

	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:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11444
		FILM NUMBER:		02687999

	BUSINESS ADDRESS:	
		STREET 1:		337 MAGNA DRIVE
		STREET 2:		N/A
		CITY:			AURORA, ONTARIO, CAN
		STATE:			A6
		ZIP:			L4G 7K1
		BUSINESS PHONE:		9057262462

	MAIL ADDRESS:	
		STREET 1:		337 MAGNA DRIVE
		STREET 2:		N/A
		CITY:			AURORA, ONTARIO, CAN
		STATE:			A6
		ZIP:			L4G 7K1
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>a2083139z6-k.txt
<DESCRIPTION>FORM 6-K
<TEXT>
<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER

                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934



                          For the month of June , 2002

                            MAGNA INTERNATIONAL INC.
             (Exact name of Registrant as specified in its Charter)

                    337 Magna Drive, Aurora, Ontario L4G 7K1
                    (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.

                 Form 20-F ____           Form 40-F   XX
                                                    ------


Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                 Yes _____                  No   XX
                                               ------

[If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):  82-____.]

         SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report on Form 6-K to be signed on its behalf by
the undersigned, thereunto duly authorized.




                                  MAGNA INTERNATIONAL INC. (Registrant)



                                  By:       /s/ J. Brian Colburn
                                     ----------------------------------------
                                     J. Brian Colburn
                                     Executive Vice-President, Special Projects
                                     and Secretary


Date:   June 25, 2002



<PAGE>



                                    EXHIBITS


Exhibit 1           Press release issued June 25, 2002 in which the Registrant
                    and Donnelly Corporation jointly announced that they have
                    entered into a definitive merger agreement pursuant to which
                    Donnelly will become a wholly-owned subsidiary of Magna
                    following the receipt of approval of the shareholders of
                    Donnelly Corporation and subject to antitrust and other
                    approvals.

Exhibit 2           Material Change report on Form 27 under The Securities Act
                    (Ontario) dated June 25, 2002 with respect to a press
                    release dated June 25, 2002 issued jointly by the Registrant
                    and Donnelly Corporation announcing that they have entered
                    into a definitive merger agreement pursuant to which
                    Donnelly will become a wholly-owned subsidiary of Magna
                    following the receipt of the approval of the shareholders of
                    Donnelly Corporation and subject to antitrust and other
                    approvals. Certain Class A and Class B shareholders of
                    Donnelly Corporation representing approximately 72% of the
                    total votes eligible to be cast at the shareholders meeting
                    have agreed to vote their shares in favour of the
                    transaction. The transaction is structured as a merger of a
                    wholly-owned subsidiary of Magna into Donnelly in which
                    Donnelly Class A and Class B shareholders will receive Magna
                    Class A Subordinate Voting shares with a value of U.S. $28
                    per Donnelly share, provided Magna shares are trading within
                    the range of U.S. $61 and U.S. $80 per share. The purchase
                    price represents total consideration of approximately
                    U.S.$320 million plus the assumption of approximately
                    U.S.$95 million of interest-bearing debt.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>a2083139zex-1.txt
<DESCRIPTION>EXHIBIT 1
<TEXT>
<PAGE>


                                                                       EXHIBIT 1

[LOGO]

                                                        MAGNA INTERNATIONAL INC.
                                                                 337 Magna Drive
                                                         Aurora, Ontario L4G 7K1
                                                              Tel (905) 726-2462
                                                              Fax (905) 726-7164

[LOGO]

                                                            DONNELLY CORPORATION
                                                            49 West Third Street
                                                         Holland, Michigan 49423
                                                              Tel (616) 786-7000
                                                              Fax (616) 786-6034


                         JOINT PRESS RELEASE

                     MAGNA ANNOUNCES ACQUISITION OF DONNELLY


      JUNE 25, 2002, AURORA, ONTARIO, CANADA......MAGNA INTERNATIONAL INC. (TSE:
MG.A, MG.B; NYSE: MGA) AND DONNELLY CORPORATION (NYSE:DON) announced today that
they have entered into a definitive merger agreement pursuant to which Donnelly
will become a wholly-owned subsidiary of Magna. The transaction is structured as
a merger of a wholly-owned subsidiary of Magna into Donnelly in which Donnelly
Class A and Class B shareholders will receive Magna Class A Subordinate Voting
shares with a value of U.S. $28 per Donnelly share, provided Magna shares are
trading within the range described below. The purchase price represents total
consideration of approximately U.S.$320 million plus the assumption of
approximately U.S.$95 million of interest-bearing debt.

      Donnelly, based in Holland, Michigan, is the second largest global
supplier of exterior and interior mirrors to the automotive industry, with 2001
sales of approximately U.S.$850 million, and has been a leader in the
technological evolution of mirrors through the addition of electronic features.
Following closing of the transaction, Magna intends to combine its mirrors
business with Donnelly, thereby creating the leading global mirrors supplier.
The combined entity, which will operate under the business name of Magna
Donnelly, will have annualized sales of over U.S.$1.2 billion, and will be led
by Dwane Baumgardner, Donnelly's Chairman and CEO.

      Closing of the transaction, expected to be late September, is subject to
receipt of antitrust and other regulatory approvals as well as approval of
two-thirds of the votes cast at a shareholders meeting to be called by Donnelly
to approve the transaction. Magna has entered into an agreement with certain
Class A and Class B shareholders of Donnelly representing approximately 72% of
the total votes eligible to be cast at the shareholders meeting, pursuant to
which those shareholders have agreed to vote their shares in favour of the
transaction. Salomon Smith Barney acted as financial advisor to Donnelly.

      Donnelly shareholders will receive, for each share of Donnelly stock, a
fraction of a share of Magna Class A Subordinate Voting stock valued at U.S.
$28, so long as the average trading price on the New York



<PAGE>



Stock Exchange of Magna Class A Subordinate Voting shares for the twenty trading
days ending on the second day before closing is between U.S.$61 and U.S.$80 per
share.

     Belinda Stronach, Magna's President and Chief Executive Officer, commented:
"The combination of our mirrors business with Donnelly is consistent with
Magna's strategy of being a leader in the segments of the automotive industry in
which we compete. The complementary nature of both businesses from a geographic,
operating and customer perspective is expected to achieve significant synergies.
Additionally, Donnelly brings significant technology capabilities applicable not
only to mirrors but to a wider range of automotive electronics."

     Dwane Baumgardner, Donnelly's Chairman and CEO, added: "This transaction
brings together two companies with strong customer bases, technology and product
lines. Both companies also have a uniquely close cultural fit. We see tremendous
growth opportunities in all product areas including electronics, mirror systems
and window systems."

     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 lighting systems,
electronic systems and interior 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.

     Magna, one of the most diversified automotive suppliers in the world,
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's products include: interior
products, including complete seats, instrument and door panel systems and sound
insulation, and closure systems through Intier Automotive Inc.; stamped,
hydroformed and welded metal parts and assemblies through Cosma International;
exterior and interior mirror systems through Magna Mirror Systems; a variety of
plastic parts and exterior decorative systems including body panels and fascias
through Decoma International Inc.; various engine, transmission, fueling and
cooling components through Tesma International Inc.; and a variety of drivetrain
components and complete vehicle engineering and assembly through Magna Steyr.
Magna's non-automotive activities are conducted through Magna Entertainment
Corp.

     Magna has approximately 67,000 employees in 174 manufacturing operations
and 43 product development and engineering centres in 19 countries. More
information on Magna is available on Magna's website at http://www.magna.com.

     For further information: please contact Vincent Galifi at Magna at (905)
726-7100 or Frank O'Brien at Donnelly at (616) 786-6210.

     This press release may contain forward looking statements within the
meaning of applicable securities legislation. Such statements involve certain
risks, assumptions and uncertainties which may cause Magna's and Donnelly's
actual future results and performance to be materially different from those
expressed or implied in these statements. These risks, assumptions and
uncertainties include, but are not limited to: industry cyclicality, including
reductions or increases in production volumes; Magna's and Donnelly's financial
performance; changes in the economic and competitive markets in which Magna and
Donnelly compete; relationships with OEM customers; customer price pressures;
Magna's and Donnelly's dependence on certain vehicle programs; currency
exposure; energy prices; and other factors as set out in Magna's Form 40-F or
Donnelly's Form 10-K for the financial year ended December 31, 2001 and
subsequent SEC filings. Magna and Donnelly disclaim any intention and undertake
no obligation to update or revise any forward-looking statements to reflect
subsequent information, events or circumstances or otherwise.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>a2083139zex-2.txt
<DESCRIPTION>EXHIBIT 2
<TEXT>
<Page>

                                                                      EXHIBIT 2

                                     FORM 27

                                 Securities Act

                          MATERIAL CHANGE REPORT UNDER
                            SECTION 75(3) OF THE ACT


1.       REPORTING ISSUER

         The reporting issuer is Magna International Inc. (the "Corporation" or
"Magna"), a corporation incorporated under the laws of the Province of Ontario
and having its registered office located at 337 Magna Drive, Aurora, Ontario,
Canada L4G 7K1.


2.       DATE OF MATERIAL CHANGE

         The material change occurred on June 25, 2002.

3.       PRESS RELEASE

         On June 25, 2002, a press release describing the material change was
issued by the Corporation and delivered to the Ontario Securities Commission and
the other Canadian securities regulatory authorities, to The Toronto Stock
Exchange, to The New York Stock Exchange and to Canada NewsWire for publication
and dissemination through its North American Disclosure and European Financial
Capitals Plus networks.


4.       SUMMARY OF MATERIAL CHANGE

         On June 25, 2002, the Corporation and Donnelly Corporation ("Donnelly")
jointly announced that they have entered into a definitive merger agreement
pursuant to which Donnelly will become a wholly-owned subsidiary of Magna
following the receipt of the approval of the shareholders of Donnelly of the
merger and subject to antitrust and other regulatory approvals. Donnelly
shareholders will receive a fraction of a Class A Subordinate Voting share of
the Corporation with a value of U.S. $28 per Donnelly share. Based on this value
per outstanding Donnelly share, the purchase price represents total
consideration of approximately U.S. $320 million plus the assumption of
approximately U.S. $95 million in interest-bearing debt.


5.       FULL DESCRIPTION OF MATERIAL CHANGE

         On June 25, 2002, the Corporation and Donnelly jointly announced that
they have entered into a definitive merger agreement pursuant to which Donnelly
will become a wholly-owned subsidiary of Magna following the receipt of the
approval of the merger by two-thirds of the votes cast at a Donnelly
shareholders meeting called to consider the merger. The agreement has been
approved by the boards of directors of both Magna and Donnelly. Certain Class A
and Class B shareholders of Donnelly representing approximately 72% of the total
votes eligible to be cast at the shareholders meeting have agreed to vote their
shares in favour of the transaction. Based on U.S. $28 per outstanding Donnelly
share, the purchase price represents total consideration of approximately
U.S.$320 million plus the assumption of approximately U.S.$95 million of
interest-bearing debt.

        The transaction is structured as a merger of a wholly-owned subsidiary
of the Corporation into Donnelly in which Donnelly shareholders will receive,
for each share of Donnelly Class A and Class B stock, a fraction of a Magna
Class A


<Page>

Subordinate Voting share valued at U.S. $28, so long as the average trading
price on the New York Stock Exchange of Magna Class A Subordinate Voting shares
for the twenty trading days ending on the second day before closing is between
U.S.$61 and U.S.$80 per share. Including outstanding unexercised stock options,
Donnelly currently has approximately 7,415,408 shares of Class A stock and
4,081,321 shares of Class B stock outstanding.

        The completion of the transaction is subject to approval by the Donnelly
shareholders and the receipt of antitrust and other approvals as well as the
satisfaction of certain conditions. Subject to the right of the Corporation to
increase the consideration to U.S. $24 per Donnelly share, Donnelly has the
right to terminate the merger agreement in the event the average trading price
on the New York Stock Exchange of Magna Class A Subordinate Voting shares for
the twenty trading days ending on the second day before closing is less than
U.S. $52.28. The merger agreement may also be terminated by either party in
certain specified events.

        Donnelly is a global supplier to the automotive market of interior and
exterior rear vision systems, modular window systems and door closure systems in
North and South America, Europe and Asia. For the fiscal year ended December 31,
2001 Donnelly had net sales of approximately U.S. $850 million and currently
employs more than 6,000 employees in 14 countries.

        The combination of Donnelly with the Corporation's mirrors business will
create the leading global mirrors supplier. Both businesses are complementary
from a geographic, operating and customer perspective. Donnelly also brings
significant technology capabilities not only in relation to mirrors but also to
a wider range of automotive electronics.


6.      RELIANCE ON SECTION 75(3) OF THE ACT

        This report is not being filed on a confidential basis.


7.      OMITTED INFORMATION

        Not applicable.


8.      SENIOR OFFICERS

        For further information, please contact J. Brian Colburn, Executive
Vice-President, Special Projects and Secretary of the Corporation at
905-726-7022.


9.      STATEMENT OF SENIOR OFFICER

        The foregoing accurately discloses the material change referred to
herein.



        DATED at Aurora, Ontario as of the 25th day of June, 2002.



                                  /s/ J. Brian Colburn

                                  J. Brian Colburn
                                  Executive Vice-President, Special Projects and
                                  Secretary

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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