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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1(b) AND (c), AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Celestica Inc.
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(Name of Issuer)
Subordinate Voting Shares
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(Title of Class of Securities)
15101Q108
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(CUSIP Number)
July 7, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
Exhibit Index on page 8
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CUSIP No. 15101Q108 13G Page 2 of 8 Pages
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Onex Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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NUMBER OF 5 SOLE VOTING POWER
SHARES None
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 46,499,827 Subordinate Voting Shares, including (i)
7,433,877 Subordinate Voting Shares and (ii)
REPORTING 39,065,950 Subordinate Voting Shares issuable upon
conversion of Multiple Voting Shares of the Issuer.
PERSON Each Multiple Voting Share is presently convertible
into one Subordinate Voting Share.
WITH
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7 SOLE DISPOSITIVE POWER
None
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8 SHARED DISPOSITIVE POWER
46,499,827 Subordinate Voting Shares, including (i)
7,433,877 Subordinate Voting Shares and (ii)
39,065,950 Subordinate Voting Shares issuable upon
conversion of Multiple Voting Shares of the Issuer.
Each Multiple Voting Share is presently convertible
into one Subordinate Voting Share.
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,499,827 Subordinate Voting Shares, including (i) 7,433,877
Subordinate Voting Shares and (ii) 39,065,950 Subordinate
Voting Shares issuable upon conversion of Multiple Voting
Shares of the Issuer. Each Multiple Voting Share is presently
convertible into one Subordinate Voting Share.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6% of the Subordinate Voting Shares (23.0% of the
Subordinate Voting Shares, assuming conversion of all of the
Multiple Voting Shares into Subordinate Voting Shares). 86.3%
of the combined voting power of the Issuer's Subordinate and
Multiple Voting Shares; each Subordinate Voting Share is
entitled to one vote and each Multiple Voting Share is
entitled to twenty-five votes.
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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ITEM 1(a) NAME OF ISSUER:
Celestica Inc. (the "Issuer")
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
12 Concorde Place, Toronto, Ontario, Canada M3C 3R8
ITEM 2(a) NAME OF PERSON FILING:
Onex Corporation ("Onex")
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address for the principal business office of Onex is:
161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada
M5J 2S1
ITEM 2(c) CITIZENSHIP:
Onex is an Ontario, Canada corporation.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Subordinate Voting Shares.
ITEM 2(e) CUSIP NO.:
15101Q108
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
This statement is not filed pursuant to Rules 13d-1(b) or 13d-2(b)
or (c).
ITEM 4 OWNERSHIP:
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Information in this Schedule 13 G with respect to the Subordinate
Voting Shares and Multiple Voting Shares of the Issuer has been adjusted to
reflect the effect of the Issuer's December 1999 two-for-one stock split by way
of a stock dividend.
(a) Amount Beneficially Owned:
46,499,827 Subordinate Voting Shares, including (i) 7,433,877
Subordinate Voting Shares and (ii) 39,065,950 Subordinate
Voting Shares issuable upon conversion of Multiple Voting
Shares of the Issuer. Each Multiple Voting Share is presently
convertible into one Subordinate Voting Share.
(b) Percent of Class:
4.6% of the Subordinate Voting Shares (23.0% of the
Subordinate Voting Shares, assuming conversion of all of the
Multiple Voting Shares into Subordinate Voting Shares). 86.3%
of the combined voting power of the Issuer's Subordinate and
Multiple Voting Shares; each Subordinate Voting Share is
entitled to one vote and each Multiple Voting Share is
entitled to twenty-five votes.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
46,499,827 Subordinate Voting Shares, including (i)
7,433,877 Subordinate Voting Shares and (ii)
39,065,950 Subordinate Voting Shares issuable upon
conversion of Multiple Voting Shares of the Issuer.
Each Multiple Voting Share is presently convertible
into one Subordinate Voting Share.
(iii) Sole power to dispose or to direct the disposition
of:
0
(iv) Shared Power to dispose or to direct the disposition
of:
4.6% of the Subordinate Voting Shares (23.0% of the
Subordinate Voting Shares, assuming conversion of all
of the Multiple Voting Shares into Subordinate Voting
Shares). 86.3% of the combined voting power of the
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Issuer's Subordinate and Multiple Voting Shares; each
Subordinate Voting Share is entitled to one vote and
each Multiple Voting Share is entitled to twenty-five
votes.
As of the date hereof, Onex beneficially owns 46,499,827
Subordinate Voting Shares of the Issuer, including (i)
7,433,877 Subordinate Voting Shares and (ii) 39,065,950
Subordinate Voting Shares issuable upon conversion of Multiple
Voting Shares of the Issuer; each Multiple Voting Share is
currently convertible into one Subordinate Voting Share. On
March 8, 2000, in a private placement, a subsidiary of Onex
(the "Onex Subsidiary") issued approximately $253.1 million
principal amount of exchangeable debentures due 2025. The
exchangeable debentures are exchangeable and redeemable for an
aggregate of 5,548,320 Subordinate Voting Shares, in certain
circumstances, during their 25-year term. In connection with
the exercise by a holder of a debenture of its right to
exchange the debentures for Subordinate Voting Shares, any
redemption of the debentures at the option of the Onex
Subsidiary or the repayment of the debentures at maturity or
following an event of default, the Onex Subsidiary may, at its
option, satisfy its obligations by payment of a cash amount
specified in the debentures, by delivery of Subordinate Voting
Shares at their then current market price or by any
combination of cash and Subordinate Voting Shares. If the Onex
Subsidiary does not have sufficient Subordinate Voting Shares,
the requisite number of Multiple Voting Shares held by the
Onex Subsidiary will immediately be converted into Subordinate
Voting Shares, which shares will be delivered on the exchange.
Of the Multiple Voting Shares owned beneficially by Onex,
11,635,958 Multiple Voting Shares are held by wholly-owned
subsidiaries of Onex, including 5,548,320 Subordinate Voting
Shares (issuable upon conversion of Multiple Voting Shares)
that may be delivered, at the Onex Subsidiary's option, upon
the exercise or redemption, or at maturity or acceleration, of
exchangeable debentures due 2025 described above. Of the
Subordinate Voting Shares beneficially owned by Onex,
4,510,185 are held by Celestica Employee Nominee Corporation,
as agent for and on behalf of certain executives and employees
of the Issuer pursuant to the Issuer's employee share purchase
and option plans, 444,700 Subordinate Voting Shares are held
by a wholly-owned subsidiary of Onex as general partner of a
limited partnership and 736,790 Subordinate Voting Shares are
directly or indirectly held by certain officers and employees
of Onex and members of their respective families, which, in
each case, Onex has the right to vote.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
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No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the shares reported hereunder.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable
ITEM 10 CERTIFICATION:
Not applicable
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SIGNATURE
After reasonable 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.
Date: May 8, 2000
ONEX CORPORATION
By: /s/ Donald W. Lewtas
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Name: Donald W. Lewtas
Title: Authorized Signatory
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Index to Exhibits
PAGE NO. IN SEQUENTIAL
EXHIBIT NUMBERING SYSTEM
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1. Power of Attorney incorporated by reference
to the Amendment to Form 4 relating to Dura
Automotive Systems, Inc., filed with the
Securities and Exchange Commission by Onex
on September 10, 1996.
