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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000749098-05-000008.txt : 20050210
<SEC-HEADER>0000749098-05-000008.hdr.sgml : 20050210
<ACCEPTANCE-DATETIME>20050210124506
ACCESSION NUMBER:		0000749098-05-000008
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050209
FILED AS OF DATE:		20050210
DATE AS OF CHANGE:		20050210

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:		05591795

	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>feb9_20056k.txt
<DESCRIPTION>FORM 6-K DATED FEBRUARY 9, 2005
<TEXT>
                              UNITED STATES
                    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     February 2005
Commission File Number    0-13942

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

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

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

Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):_____

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of
a Form 6-K if submitted solely to provide an attached annual report to
security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):___

Note:  Regulation S-T Rule 101(b)(7) only permits the submission in paper of
a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws
of the jurisdiction in which the registrant is incorporated, domiciled or
legally organized (the registrant's "home country"), or under the rules of
the home country exchange on which the registrant's securities are traded, as
long as the report or other document is not a press release, is not required
to be and has not been distributed to the registrant's security holders, and,
if discussing a material event, has already been the subject of a Form 6-K
submission or other Commission filing on EDGAR.

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 ...X...

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 to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                      MAGNA INTERNATIONAL INC.
                                      (Registrant)

                                      By:   /s/J. Brian Colburn
Date:  February 9, 2005.                  J. Brian Colburn
                                      Executive Vice-President, Special
                                      Projects and Secretary

                                    EXHIBITS


EXHIBIT 99

Joint press release issued February 9, 2005 in which the Registrant and
Intier Automotive Inc. ("Intier") announced that they had entered into a
definitive arrangement agreement by which the Registrant would acquire all the
outstanding Class A Subordinate Voting shares of Intier not owned by the
Registrant subject to shareholder approval at an Intier special shareholder
meeting to be held on March 30, 2005.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>press.txt
<DESCRIPTION>JOINT MAGNA/INTIER PRESS RELEASE DATED FEB 9, 2005
<TEXT>
                                                   Exhibit 99
MAGNA LOGO                                Magna International Inc.
                                          337 Magna Drive
                                          Aurora, Ontario L4G 7K1
                                          Tel   (905) 726-2462
                                          Fax   (905) 726-7164

INTIER LOGO                               Intier Automotive Inc.
                                          521 Newpark Blvd.,
                                          Newmarket, Ontario
                                          Canada L3Y 4X7
                                          Tel:  905 898 5200
                                    Legal Fax:  905 898 6053

                            JOINT PRESS RELEASE

                      INTIER SHAREHOLDERS TO VOTE ON
                    PRIVATIZATION PROPOSAL FROM MAGNA

February 9, 2005, Aurora, Ontario, Canada - Magna International Inc.
TSX: MG.SV.A, MG.MV.B; NYSE: MGA) and Intier Automotive Inc. (TSX:
IAI.SV.A; NASDAQ: IAIA) today jointly announced that they have entered
into a definitive arrangement agreement that would allow Intier
shareholders to vote on whether Magna would acquire all the outstanding
Class A Subordinate Voting Shares of Intier not owned by Magna by way
of a court-approved plan of arrangement under Ontario law. The proposal
by Magna to privatize Intier was previously announced on October 25,
2004.

Under the terms of the arrangement agreement, shareholders of Intier
will receive 0.41 of a Class A Subordinate Voting Share of Magna for
each Class A Subordinate Voting Share of Intier (representing a 6.58%
increase from Magna's initial proposal of 0.3847) or, at the election
of any shareholder, cash based on the volume-weighted average trading
price of Magna's Class A Subordinate Voting Shares over the five
trading days ending on the last trading day immediately preceding the
effective date of the plan of arrangement. The aggregate cash payable
to all electing Intier shareholders in the proposed transaction would
be capped at Cdn.$125 million. If shareholders elect to receive cash in
excess of Cdn.$125 million in the aggregate, the total cash available
will be prorated among those shareholders electing to receive cash
and the balance of their consideration will be satisfied in Magna Class
A Subordinate Voting Shares.

The Intier Board of Directors formed a Special Committee of independent
directors comprised of Lawrence Worrall and Neil G. Davis to consider
the privatization proposal. The Special Committee retained RBC Capital
Markets as financial advisor and independent valuator. Subject to the
assumptions, qualifications, limitations and conditions set forth in
its valuation and opinion, in the opinion of RBC, as at February 9,
2005, the fair market value of the Intier Class A Subordinate Voting
Shares is in the range of US$35 to US$40 and the consideration under
the proposed transaction is inadequate, from a financial point of view,
to Intier minority shareholders. Based on the closing price of the
Magna Class A Subordinate Voting Shares on the NYSE on February 8,
2005, the value of the consideration offered under the privatization
proposal is US$31.06 per Intier Class A Subordinate Voting Share.  The
closing price of the Intier Class A Subordinate Voting Shares on
NASDAQ on October 22, 2004 (the last trading day prior to the
announcement of the privatization proposal) was US$20.70.

Based on the recommendation of the Special Committee, the Board of
Directors of Intier has authorized the submission of the resolution in
respect of the privatization to a vote of the Intier shareholders
without any recommendation from the Board as to how shareholders should
vote in respect of the resolution. In addition to the opinion of RBC
Capital Markets, the Special Committee and the Board of Directors have
identified a number of other important factors, such as the lack of
liquidity of Intier's Class A Subordinate Voting Shares and the
unlikelihood of any other third party offer, which shareholders should
consider in determining how to vote in respect of the privatization
proposal. The management information circular/proxy statement for the
shareholders meeting will include a discussion of all these
considerations, together with a copy of the RBC valuation and opinion.

It is anticipated that the management information circular/proxy
statement will be mailed to shareholders on or about March 7, 2005. The
management information circular/proxy statement will also be available
on the Internet at www.sedar.com and on Intier's website at
www.intier.com. Intier has set a record date of February 24, 2005 for
shareholders entitled to receive notice of the special meeting. Subject
to court approval, Intier expects to hold the special meeting on March
30, 2005 in Toronto and expects that the arrangement, if approved, will
become effective on April 3, 2005. The arrangement will require
approval of two-thirds of the votes cast by holders of Intier Class A
Subordinate Voting Shares, Intier Class B Shares and Intier Convertible
Preferred Shares. The arrangement also requires the approval of a
simple majority of the votes cast by the minority holders of Intier
Class A Subordinate Voting Shares. Magna, parties related to Magna and
certain interested parties may not vote their Intier Class A
Subordinate Voting Shares for the purposes of this "majority of the
minority" approval requirement. The arrangement will also be subject to
the approval of the Ontario Superior Court of Justice.

The Intier Board also declared today a dividend of U.S.$0.17 per Intier
Class A Subordinate Voting Share and Class B Share, such amount
presenting a dividend of U.S.$0.10 per share in respect of the fourth
quarter of 2004 and a dividend of U.S.$0.07 per share in respect of the
first two months of 2005.  This U.S.$0.17 dividend will be payable on
or after March 15, 2005 to shareholders of record as of February 28,
2005.

Intier will announce its financial results for the fourth quarter ended
December 31, 2004 following the close of business on Thursday, February
24, 2005.

Intier is a global full service supplier and integrator of automotive
interior and closure components, systems and modules. It directly
supplies most of the major automobile manufacturers in the world with
approximately 24,100 employees at 74 manufacturing facilities and 15
product development, engineering and testing centres in North America,
Europe, Brazil, Japan and China.

Magna, the most diversified automotive supplier 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: automotive interior and closure components, systems
and modules through Intier Automotive Inc.; metal body systems,
components, assemblies and modules through Cosma International;
exterior and interior mirror and engineered glass systems through Magna
Donnelly; fascias, front and rear end modules, plastic body
panels, exterior trim components and systems, greenhouse and sealing
systems, roof modules and lighting components through Decoma
International Inc.; various engine, transmission and fueling systems
and components through Tesma International Inc.; a variety of
drivetrain components through Magna Drivetrain; and complete vehicle
engineering and assembly through Magna Steyr.  Magna has approximately
81,000 employees in 219 manufacturing operations and
49 product development and engineering centres in 22 countries.

This press release may contain "forward-looking statements" within the
meaning of applicable securities legislation. Such statements involve
certain risks, assumptions, uncertainties and other factors which may
cause actual future results or anticipated events to differ materially
from those expressed or implied in any forward-looking statements. In
the case of both Magna and Intier, these factors principally relate to
the risks associated with the automotive industry and include the
risks, assumptions, uncertainties and other factors listed in Item 3
"Description of Business - Risk Factors" in Magna's Annual Information
Form attached as Exhibit 1 to Magna's Annual Report on Form 40-F for
the year ended December 31, 2003, and Item 3 "Key Information - Risk
Factors" in Intier's Annual Report on Form 20-F for the year ended
December 31, 2003, each filed with the Ontario Securities Commission
and the United States Securities and Exchange Commission. Unless
otherwise required by applicable securities laws, Magna and Intier do
not intend, nor do Magna and Intier undertake any obligation, to update
or revise any forward-looking statements to reflect subsequent
information, events, results, circumstances or otherwise.

For further information, please contact Vincent J. Galifi, Executive
Vice-President and Chief Financial Officer of Magna at (905) 726-7100
or Michael McCarthy, Executive Vice-President and Chief Financial
Officer at Intier at (905) 898-5200.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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