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<SEC-DOCUMENT>0000749098-09-000005.txt : 20090507
<SEC-HEADER>0000749098-09-000005.hdr.sgml : 20090507
<ACCEPTANCE-DATETIME>20090507142135
ACCESSION NUMBER:		0000749098-09-000005
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20090331
FILED AS OF DATE:		20090507
DATE AS OF CHANGE:		20090507

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:		09804819

	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>may7-2009_6kcover.txt
<DESCRIPTION>FORM 6-K RE MATERIAL CHANGE
<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 May 2009

Commission File Number 001-11444


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

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

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.

Date:  May 7, 2009

MAGNA INTERNATIONAL INC.
(Registrant)

By:  /s/ Bassem A. Shakeel
     Bassem A.Shakeel,
     Vice-President and Secretary

EXHIBITS

Exhibit 99
Material Change Report in which the Registrant referenced its press
release issued on May 6, 2009.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>may7-2009_exhibit99matlchg.txt
<DESCRIPTION>MATERIAL CHANGE REPORT RE DIVIDEND
<TEXT>
EXHIBIT 99

FORM 51-102F3
MATERIAL CHANGE REPORT

1.  Name and Address of Company

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

2.  Date of Material Change

The material change occurred on May 6, 2009.

3.  Press Release

On Wednesday, May 6, 2009 at approximately 10:00 a.m. (Toronto time), 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 TSX, to the NYSE and to Canada NewsWire for
publication and dissemination through its Canadian Disclosure, Custom U.S.
National, and European Financial Markets networks. A copy of the press release
is attached as Schedule "A".

4.  Summary of Material Change

On May 6, 2009, the Corporation announced its financial results for the three
months ended March 31, 2009, including an operating loss of US$230 million, a
net loss of US$200 million and a diluted loss per share of US$1.79. The
Corporation's Board of Directors also voted to suspend the Corporation's
quarterly dividend with respect to its Class A Subordinate Voting Shares and
Class B Shares.

5.  Full Description of Material Change

On May 6, 2009, the Corporation announced its unaudited interim consolidated
financial results for the three months ended March 31, 2009. For the quarter
ended March 31, 2009, the Corporation's operating loss was US$230 million, net
loss was US$200 million and diluted loss per share was US$1.79, representing
decreases of US$516 million, US$407 million and US$3.57, respectively, each
compared to the first quarter of 2008.

The Corporation's Board of Directors also voted to suspend Magna's quarterly
dividend in respect of its Class A Subordinate Voting Shares and Class B Shares.
The decision to suspend the quarterly dividend reflects the continued impact of
the auto industry downturn on the Corporation's financial results and cash flow,
the Corporation's belief that it is prudent to preserve cash and maintain the
Corporation's strong financial position while current industry challenges
continue and the uncertainty about the timing of an industry recovery.

6. Reliance on Section 7.1(2) or (3) of NI 51-102

This report is not being filed on a confidential basis.

7. Omitted Information

Not applicable.

8. Executive Officer

For further information, please contact Bassem A. Shakeel, Vice-President and
Secretary of the Corporation at (905) 726-7070.


DATED at Aurora, Ontario the 7th day of May, 2009.


SCHEDULE A

MAGNA INTERNATIONAL INC.
337 MAGNA DRIVE
AURORA, ONTARIO, CANADA L4G 7K1

TEL:  905-726-2462
FAX:  905-726-7164

MAGNA ANNOUNCES FIRST QUARTER RESULTS

    AURORA, ON, May 6, 2009 - Magna International Inc. (TSX: MG.A; NYSE: MGA)
today reported financial results for the first quarter ended March 31, 2009.

    -------------------------------------------------------------------------
                                                          THREE MONTHS ENDED
                                                        ---------------------
                                                         March 31,  March 31,
                                                             2009       2008
                                                        ---------- ----------

    Sales                                                $  3,574   $  6,622

    Operating (loss) income                              $   (230)  $    286

    Net (loss) income                                    $   (200)  $    207

    Diluted (loss) earnings per share                    $  (1.79)  $   1.78

    -------------------------------------------------------------------------
    All results are reported in millions of U.S. dollars, except per share
    figures, which are in U.S. dollars.
    -------------------------------------------------------------------------

    THREE MONTHS ENDED MARCH 31, 2009
    ---------------------------------

    We posted sales of $3.6 billion for the first quarter ended March 31,
2009, a decrease of 46% from the first quarter of 2008. This lower sales level
was a result of decreases in our North American, European and Rest of World
production sales, complete vehicle assembly sales, and tooling, engineering
and other sales.
    During the first quarter of 2009, North American average dollar content
per vehicle increased by 4% while our European average dollar content per
vehicle decreased by 4%, each compared to the first quarter of 2008. In
addition, North American and European vehicle production declined 50% and 40%,
respectively, each compared to the first quarter of 2008.
    Complete vehicle assembly sales decreased 63% to $401 million for the
first quarter of 2009 compared to $1,086 million for the first quarter of
2008, while complete vehicle assembly volumes declined 72% to approximately
12,043 units.
    During the first quarter of 2009, operating loss was $230 million, net
loss was $200 million and diluted loss per share was $1.79, decreases of $516
million, $407 million and $ 3.57, respectively, each compared to the first
quarter of 2008.
    During the first quarter ended March 31, 2009, we generated cash from
operations of $9 million before changes in non-cash operating assets and
liabilities, and invested $52 million in non-cash operating assets and
liabilities. Total investment activities for the first quarter of 2009 were
$114 million, including $96 million in fixed asset additions, and $22 million
increase in other assets.
    A more detailed discussion of our consolidated financial results for the
first quarter ended March 31, 2009 is contained in the Management's Discussion
and Analysis of Results of Operations and Financial Position and the unaudited
interim consolidated financial statements and notes thereto, which are
attached to this Press Release.

    DIVIDENDS
    ---------

    Our Board of Directors yesterday voted to suspend our quarterly dividend
with respect to our Class A Subordinate Voting Shares and Class B shares.
    Vincent J. Galifi, our Executive Vice President and Chief Financial
Officer said, "We are facing the worst industry conditions in decades,
particularly in our primary markets. These conditions continue to adversely
affect our financial results and cash flow. We believe preserving cash and
maintaining a strong financial position is prudent at this time. Our Board's
decision to suspend our dividend as a result of continued uncertainty about
the timing of an industry recovery is consistent with this view. We will
continue to comply with our Corporate Constitution, which sets out minimum
dividend distributions, based on our profitability."
    We are the most diversified global automotive supplier. We design,
develop and manufacture technologically advanced automotive systems,
assemblies, modules and components, and engineer and assemble complete
vehicles, primarily for sale to original equipment manufacturers ("OEMs") of
cars and light trucks. Our capabilities include the design, engineering,
testing and manufacture of automotive interior systems; seating systems;
closure systems; body and chassis systems; vision systems; electronic systems;
exterior systems; powertrain systems; roof systems; as well as complete
vehicle engineering and assembly.
    We have approximately 70,000 employees in 240 manufacturing operations
and 86 product development, engineering and sales centres in 25 countries.

    -------------------------------------------------------------------------
    We will hold a conference call for interested analysts and shareholders
    to discuss our first quarter results on Wednesday, May 6, 2009 at
    1:30 p.m. EST. The conference call will be chaired by Vincent J. Galifi,
    Executive Vice-President and Chief Financial Officer. The number to use
    for this call is 1-800-892-9785. The number for overseas callers is
    1-212-231-2910. Please call in 10 minutes prior to the call. We will also
    webcast the conference call at www.magna.com. The slide presentation
    accompanying the conference call will be available on our website Tuesday
    morning prior to the call.

    For further information, please contact Louis Tonelli, Vice-President,
    Investor Relations at 905-726-7035.

    For teleconferencing questions, please contact Karin Kaminski at
    905-726-7103.
    -------------------------------------------------------------------------


    FORWARD-LOOKING STATEMENTS
    --------------------------

    The previous discussion may contain statements that, to the extent that
they are not recitations of historical fact, constitute "forward-looking
statements" within the meaning of applicable securities legislation.
Forward-looking statements may include financial and other projections, as
well as statements regarding our future plans, objectives or economic
performance, or the assumptions underlying any of the foregoing. We use words
such as "may", "would", "could", "will", "likely", "expect", "anticipate",
"believe", "intend", "plan", "forecast", "project", "estimate" and similar
expressions to identify forward-looking statements. Any such forward-looking
statements are based on assumptions and analyses made by us in light of our
experience and our perception of historical trends, current conditions and
expected future developments, as well as other factors we believe are
appropriate in the circumstances. However, whether actual results and
developments will conform with our expectations and predictions is subject to
a number of risks, assumptions and uncertainties, including, without
limitation: the potential for an extended global recession, including its
impact on our liquidity; declining production volumes and sales levels; the
impact of government financial intervention in the automotive industry;
restructuring of the global automotive industry, including the bankruptcy of
Chrysler and the risk of the bankruptcy of other customers; the financial
distress of some of our suppliers and the risk of their insolvency, bankruptcy
or financial restructuring; restructuring and/or downsizing costs related to
the rationalization of some of our operations; impairment charges; shifts in
technology; our ability to successfully grow our sales to non-traditional
customers; a reduction in the production volumes of certain vehicles, such as
certain light trucks; our dependence on outsourcing by our customers; risks of
conducting business in foreign countries, including Russia, India and China;
our ability to quickly shift our manufacturing footprint to take advantage of
lower cost manufacturing opportunities; the termination or non-renewal by our
customers of any material contracts; disruptions in the capital and credit
markets; fluctuations in relative currency values; our ability to successfully
identify, complete and integrate acquisitions; our ability to offset price
concessions demanded by our customers; the continued exertion of pricing
pressures by our customers; warranty and recall costs; product liability
claims in excess of our insurance coverage; changes in our mix of earnings
between jurisdictions with lower tax rates and those with higher tax rates, as
well as our ability to fully benefit tax losses; other potential tax
exposures; legal claims against us; work stoppages and labour relations
disputes; changes in laws and governmental regulations; costs associated with
compliance with environmental laws and regulations; potential conflicts of
interest involving our indirect controlling shareholder, the Stronach Trust;
and other factors set out in our Annual Information Form filed with securities
commissions in Canada and our annual report on Form 40-F filed with the United
States Securities and Exchange Commission, and subsequent filings. In
evaluating forward-looking statements, readers should specifically consider
the various factors which could cause actual events or results to differ
materially from those indicated by such forward-looking statements. Unless
otherwise required by applicable securities laws, we do not intend, nor do we
undertake any obligation, to update or revise any forward-looking statements
to reflect subsequent information, events, results or circumstances or
otherwise.

    -------------------------------------------------------------------------
    For further information about Magna, please see our website at
    www.magna.com. Copies of financial data and other publicly filed
    documents are available through the internet on the Canadian Securities
    Administrators' System for Electronic Document Analysis and Retrieval
    (SEDAR) which can be accessed at www.sedar.com and on the United States
    Securities and Exchange Commission's Electronic Data Gathering, Analysis
    and Retrieval System (EDGAR) which can be accessed at www.sec.gov.
    -------------------------------------------------------------------------

For further information: Louis Tonelli, Vice-President, Investor
Relations, (905) 726-7035; Teleconferencing questions: Karin Kaminski, (905)
726-7103

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