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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2*)
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Douglas & Lomason Company
(Name of Subject Company)
Magna Acquisition Corporation
(Bidder)
Common Stock, Par Value $2.00 Per Share
(Title of Class of Securities)
258777101
(CUSIP Number of Class of Securities)
---------------------
J. Brian Colburn
Executive Vice President, Special Projects
and Secretary
Magna International Inc.
36 Apple Creek Boulevard
Markham, Ontario
Canada L3R 4Y4
(906) 477-7766
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
---------------------
Copies to:
Scott M. Freeman
Sidley & Austin
875 Third Avenue
New York, New York 10022
(212) 906-2000
/*/ Constituting the final amendment to Schedule 14D-1.
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14D-1
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MAGNA ACQUISITION CORPORATION, TAX ID NO.: 38-3308729
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) /X/
(B) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC (FROM PARENT)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MICHIGAN, U.S.A.
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,087,837 SHARES OF COMMON STOCK
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
/ /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96.3%
10 TYPE OF REPORTING PERSON
CO
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14D-1
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MAGNA INTERNATIONAL INC., TAX ID NO.: NOT APPLICABLE.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) /X/
(B) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,177,537 SHARES OF COMMON STOCK
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
/ /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.4%
10 TYPE OF REPORTING PERSON
CO
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Magna Acquisition Corporation (the "Purchaser") and Magna International Inc.
("Parent") hereby amend and supplement their combined Tender Offer Statement on
Schedule 14D-1 (the "Statement"), originally filed on September 5, 1996, as
amended by Amendment No. 1 filed on September 23, 1996, with respect to the
Purchaser's offer to purchase all outstanding shares of Common Stock, par value
$2.00 per share, of Douglas & Lomason Company, a Michigan corporation, as set
forth in this Amendment No. 2 which constitutes the final amendment to the
Statement. Capitalized terms not defined herein have the meanings assigned
thereto in the Statement.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The response to Item 6(b) and (c) is hereby amended by the addition of
the following paragraph:
The information contained in the press release issued by
Parent on October 3, 1996, a copy of which is attached hereto
as Exhibit (a)(11), is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibit:
(a)(11) Text of press release issued on October 3,
1996.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: October 3, 1996
MAGNA ACQUISITION CORPORATION
By: /s/ J. Brian Colburn
------------------------
Name: J. Brian Colburn
Title: Secretary
By: /s/ Graham J. Orr
------------------------
Name: Graham J. Orr
Title: Treasurer
MAGNA INTERNATIONAL INC.
By: /s/ J. Brian Colburn
-------------------------
Name: J. Brian Colburn
Title: Executive Vice-
President, Special
Projects and
Secretary
By: /s/ Graham J. Orr
-------------------------
Name: Graham J. Orr
Title: Executive Vice-
President,
Corporate
Development
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
- ------- -------
(a)(11) Text of Press Release
issued on October 3, 1996
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Exhibit (a)(11)
PRESS RELEASE
MAGNA ANNOUNCES COMPLETION OF
DOUGLAS & LOMASON TENDER OFFER
October 3, 1996, Markham, Ontario.....MAGNA INTERNATIONAL INC. (NYSE: MGA; TSE:
MG.A, MG.B; ME: MG.A) announced today that the offer by a wholly-owned
subsidiary ("MAC") to purchase all outstanding common shares of Douglas &
Lomason Company ("D&L") for $31.00 per share has been sucessfully completed. The
Depositary for the offer has advised Magna that approximately 4.1 million common
shares (including shares tendered pursuant to the procedure for guaranteed
delivery) were tendered prior to the offer's expiration on Wednesday October 2,
1996, such shares constituting approximately 96% of the outstanding shares of
D&L. In addition, Magna owns indirectly approximately 2% of the outstanding
common shares. In accordance with the terms of the offer, all common shares
validly tendered (and not properly withdrawn) prior to the expiration of the
offer have been accepted for payment and will be paid for in cash, without
interest, as soon as practicable. Magna intends to consummate the planned merger
of MAC with D&L promptly. In the merger, each outstanding D&L common share
(other than shares owned by Magna, D&L or any of their respective subsidiaries)
will be converted into the right to receive $31.00 in cash, without interest.
Magna, one of the most diversified automotive suppliers in the world, designs,
develops and manufactures automotive systems, assemblies and components
primarily for sale to original equipment manufacturers of cars and light trucks
in North America, Mexico, Europe and China. Magna's products include exterior
decorative systems, interior products including seating systems, instrument,
door and other panels, airbags and steering wheels, stamped and welded metal
parts and assemblies, sunroofs, electro-mechanical devices and assemblies,
various engine, powertrain and fueling and cooling components, and a variety of
plastic parts, including body panels and fascias. Including D&L, Magna now has
approximately 32,000 employees in 115 manufacturing operations in 11 countries.
For further information, please contact Graham Orr, Executive Vice-President,
Corporate Development at (905) 477-7766.
