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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 23, 2008
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-14303
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36-3161171 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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One Dauch Drive, Detroit, Michigan
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48211-1198 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(313) 758-2000
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
SECTION 7 Regulation FD
Item 7.01 Regulation FD
On May 23, 2008, American Axle & Manufacturing, Inc. (AAM) issued a press release announcing that
the tentative agreements with the International United Automobile, Aerospace and Agricultural
Implement Workers of America (International UAW) reached on May 16, 2008, covering approximately 3,650 AAM
associates at five facilities in Michigan and New York, have been
ratified. AAM will hold a teleconference
briefing with institutional investors and security analysts, news media representatives and other
interested parties at 10:00 a.m. ET on Wednesday, May 28, 2008. A copy of the press release is
furnished as Exhibit 99.1.
This information shall not be deemed filed for purposes of the Securities Exchange Act of 1934
(the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933
or the Exchange Act.
Item 8.01 Other Events
AAM entered into an agreement with General Motors Corporation (GM) under which GM agreed to provide
AAM financial assistance valued at approximately $215 million to help fund employee buyouts, early
retirements and buydowns resulting from the ratification of new labor agreements with
the International UAW for AAMs original U.S. locations. This
agreement was predicated upon an expedited resolution of the strike
called by the International UAW against AAM. The agreement contains certain amendments to the Asset Purchase Agreement between GM and AAM dated February 18,
1994.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements about the potential impact
of the new labor agreements with the International UAW for AAMs original U.S. locations, which are
inherently uncertain and should be viewed with caution. Actual results and experience may differ
materially due to many factors and risks that are discussed in our most recent annual report on
Form 10-K and quarterly reports on Form 10-Q. It is not possible to foresee or identify all such
factors and we assume no obligation to update any forward-looking statements or to disclose any
subsequent facts, events or circumstances that may affect their accuracy.
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SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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Method of Furnishing |
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10.1
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Agreement between General Motors
and AAM
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Filed with this Report |
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99.1
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Press release dated May 23, 2008
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Furnished with this Report |
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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, hereunto duly authorized.
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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
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Date: May 23, 2008 |
By: |
/s/ Michael K. Simonte
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Michael K. Simonte |
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Group Vice President Finance & Chief Financial Officer
(also in the capacity of Chief Accounting Officer) |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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Page |
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10.1
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Agreement between General Motors and AAM
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6 |
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99.1
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Press release dated May 23, 2008 |
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8 |
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