Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment No. 1 to Registration Statement 6 50K
2: EX-10.02 Component Supply Agreement 209 615K
3: EX-10.02(A) Amend. No. 1 to Component Supply Agreement 2 11K
4: EX-10.02(B) Amend. No. 2 to Component Supply Agreement 2 11K
5: EX-10.02(C) Letter of Intent Dated Feb. 21, 1996 by G.M.T.G. 5 19K
6: EX-10.02(D) Letter of Intent Dated Feb. 21, 1996 by G.M.T.G. 3 18K
7: EX-10.02(E) Letter Agreement 13 71K
8: EX-10.02(F) Amended and Restated Memorandum of Understanding 39 261K
9: EX-10.02(G) Mou Extension Agreement 1 11K
10: EX-10.03 Gmcl Purchase Order Agreement 29 80K
11: EX-10.04 Am/Gmcl Supply Agreement 24 70K
12: EX-10.04(A) Amending Agreement Dated as of September 5, 1996, 1 10K
Between Aam, Inc. and Gmcl
13: EX-10.04(B) Amending Agreement Dated as of October 7, 1996, 1 11K
Between Aam, Inc. and Gmcl
14: EX-10.04(C) Amendment No. 1 to Aam/Gmcl Supply Agreement 1 10K
Dated February 17, 1994, Between Aam,
Inc. and Gmcl
15: EX-10.05 Agreement 1 10K
16: EX-10.05(A) Letter Dated December 13, 1996, by Aam, Inc. 4 24K
17: EX-10.08 Management Stock Option Plan 14 56K
18: EX-10.10 Indemnification Agreement 11 29K
19: EX-10.16 Aam Master Trust Pooling Agreement 130 425K
20: EX-10.16(A) Aam Master Trust Series 1997-A Supplement to 108 326K
Pooling Agreement
21: EX-10.17 Receivables Sale Agreement 72 317K
22: EX-10.18 Servicing Agreement 40 131K
23: EX-10.19 Agreement for Information Technology Services 106 330K
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 1998
REGISTRATION NO. 333-53491
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMERICAN AXLE & MANUFACTURING
HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 3714 52-2100832
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION) CLASSIFICATION CODE NUMBER)
------------------------
1840 HOLBROOK AVENUE
DETROIT, MICHIGAN 48212
(313) 974-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
PATRICK S. LANCASTER
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
1840 HOLBROOK AVENUE
DETROIT, MICHIGAN 48212
(313) 974-2333
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
Copies of all correspondence to:
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WILSON S. NEELY MICHAEL A. CAMPBELL
SIMPSON THACHER & BARTLETT MAYER, BROWN & PLATT
425 LEXINGTON AVENUE 190 SOUTH LASALLE STREET
NEW YORK, NEW YORK 10017 CHICAGO, ILLINOIS 60603-3441
(212) 455-2000 (312) 782-0600
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
The following exhibits are filed herewith unless otherwise indicated.
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EXHIBIT
NUMBER DESCRIPTION
----------- -------------------------------------------------------------------------------------------------------
**1.01 -- Form of U.S. Purchase Agreement
**1.02 -- Form of International Purchase Agreement
**3.01 -- Certificate of Incorporation of the Company, as Amended
**3.02 -- Bylaws of the Company
**4.01 -- Specimen Stock Certificate
**5.01 -- Opinion of Simpson Thacher & Bartlett as to the legality of the Common Stock being registered
*10.01 -- Asset Purchase Agreement, dated February 18, 1994, between the American Axle & Manufacturing,
Inc. ('AAM, Inc.') and General Motors Corporation ('GM'), and all amendments thereto
+10.02 -- Component Supply Agreement, dated February 28, 1994, between AAM, Inc. and GM
10.02(a) -- Amendment No. 1 to Component Supply Agreement, dated February 28, 1994, between AAM, Inc. and GM
+10.02(b) -- Amendment No. 2 to Component Supply Agreement, dated February 7, 1996, between AAM, Inc. and GM
+10.02(c) -- Letter of Intent dated February 21, 1996, by G.M.T.G., GMT-800 PGM Worldwide Purchasing
('G.M.T.G') (re: front & rear axles)
+10.02(d) -- Letter of Intent dated February 21, 1996, by G.M.T.G. (re: front & rear propeller shafts)
+10.02(e) -- Letter Agreement dated June 25, 1997, between AAM, Inc. and GM
+10.02(f) -- Amended and Restated Memorandum of Understanding, dated September 2, 1997, between AAM, Inc. and
GM
10.02(g) -- MOU Extension Agreement, dated September 22, 1997, between AAM, Inc. and GM
+10.03 -- GMCL Purchase Order Agreement dated February 17, 1994 by and between AAM, Inc. and General Motors
of Canada Limited ('GMCL')
+10.04 -- AAM/GMCL Supply Agreement dated February 17, 1994 ('AAM/GMCL Supply Agreement') by and between
AAM, Inc. and GMCL
10.04(a) -- Amending Agreement dated as of September 5, 1996, between AAM, Inc. and GMCL
10.04(b) -- Amending Agreement dated as of October 7, 1996, between AAM, Inc. and GMCL
10.04(c) -- Amendment No. 1 to AAM/GMCL Supply Agreement dated February 17, 1994, between AAM, Inc. and GMCL
+10.05 -- Agreement dated February 17, 1997, between AAM, Inc. and GM
+10.05(a) -- Letter dated December 13, 1996, by AAM, Inc.
*10.06 -- Lease dated September 30, 1994, by and between AAM, Inc., as lessee, and First Industrial, L.P.,
as lessor (Technical Center)
*10.07 -- 1997 American Axle & Manufacturing of Michigan, Inc. Replacement Plan
10.08 -- The Amended and Restated American Axle & Manufacturing of Michigan, Inc. Management Stock Option
Plan
*10.09 -- Nonqualified Stock Option Agreement, dated October 30, 1997, between the Company and Richard E.
Dauch ('Dauch')
II-1
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EXHIBIT
NUMBER DESCRIPTION
----------- -------------------------------------------------------------------------------------------------------
10.10 -- Indemnification Agreement, dated February 28, 1994, between AAM, Inc. and GM
*10.11 -- Employment Agreement, dated October 27, 1997, by and between the Company and Dauch
*10.12 -- Recapitalization Agreement, dated as of September 19, 1997, among AAM, Inc., the Company, Jupiter
Capital Corporation ('Jupiter'), Dauch, Morton E. Harris ('Harris') and AAM Acquisition, Inc.
*10.13 -- Stockholders' Agreement, dated as October 29, 1997, among Blackstone Capital Partners II Merchant
Banking Fund L.P., Blackstone Offshore Capital Partners II L.P., Blackstone Family Investment
Partnership II L.P., Jupiter, Dauch, Harris and AAM, Inc.
*10.14 -- Monitoring Agreement, dated as of October 29, 1997, between the Company and Blackstone Management
Partners L.P.
*10.15 -- Credit Agreement, dated as of October 27, 1997, among the Company, AAM, Inc., the lenders named
therein, The Chase Manhattan Bank, as administrative agent and collateral agent, and Chase
Manhattan Bank Delaware, as fronting bank
10.16 -- AAM Master Trust Pooling Agreement, dated as of October 29, 1997, among AAM Receivables
Corp.('AAM Receivables'), the Company, as Servicer, and The Chase Manhattan Bank, as Trustee
10.16(a) -- AAM Master Trust Series 1997-A Supplement to Pooling Agreement, dated as of October 29, 1997,
among AAM Receivables, the Company, as Servicer, and The Chase Manhattan Bank, as Trustee
10.17 -- Receivables Sale Agreement, dated as of October 29, 1997, between AAM Receivables, as purchaser,
and the Company, as Seller and Servicer
10.18 -- Servicing Agreement, dated as of October 29, 1997, among AAM Receivables, the Company, as
Servicer, and The Chase Manhattan Bank, as Trustee
10.19 -- Agreement for Information Technology Services, dated March 1, 1998, between AAM, Inc. and
Electronic Data Systems Corporation
*21 -- Subsidiaries of the Registrant
**23.01 -- Consent of Simpson Thacher & Bartlett (contained in Exhibit 5.01)
*23.02 -- Consent of Ernst & Young LLP
*24.01 -- Power of Attorney
**27 -- Financial Data Schedules (For SEC use only)
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* Previously filed
** To be filed by amendment.
+ Certain portions of the identified Exhibit have been omitted and separately
filed with the Commission based upon a request for confidential treatment.
(b) Financial Statement Schedules:
Schedule II--American Axle & Manufacturing of Michigan, Inc.--Allowance for
Doubtful Accounts
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Detroit, State Holdings, on the 5th day of June, 1998.
AMERICAN AXLE & MANUFACTURING
HOLDINGS, INC.
BY: /S/ PATRICK S. LANCASTER
---------------------------------
TITLE: SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities on the 5th day of June, 1998.
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SIGNATURE TITLE DATE
-------------------------------------------- -------------------------------------------- -----------------
*Richard E. Dauch Chairman of the Board of Directors; June 5, 1998
-------------------------------------------- President and Chief Executive Officer
Richard E. Dauch
*Gary J. Witosky Vice President--Finance and Chief Financial June 5, 1998
-------------------------------------------- Officer
Gary J. Witosky
*Robert A. Krause Treasurer June 5, 1998
--------------------------------------------
Robert A. Krause
*B. G. Mathis Director; Executive Vice President and Chief June 5, 1998
-------------------------------------------- Administration Officer
B. G. Mathis
*Glenn H. Hutchins Director June 5, 1998
--------------------------------------------
Glenn H. Hutchins
*Bret D. Pearlman Director June 5, 1998
--------------------------------------------
Bret D. Pearlman
*David A. Stockman Director June 5, 1998
--------------------------------------------
David A. Stockman
*By: /s/ Patrick S. Lancaster
--------------------------------------------
Patrick S. Lancaster
Attorney-in-Fact
II-3
EXHIBIT INDEX
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EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
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**1.01 -- Form of U.S. Purchase Agreement
**1.02 -- Form of International Purchase Agreement
**3.01 -- Certificate of Incorporation of the Company, as Amended
**3.02 -- Bylaws of the Company
**4.01 -- Specimen Stock Certificate
**5.01 -- Opinion of Simpson Thacher & Bartlett as to the legality of the Common Stock being
registered
*10.01 -- Asset Purchase Agreement, dated February 18, 1994, between the American Axle &
Manufacturing, Inc. ('AAM, Inc.') and General Motors Corporation ('GM'), and all
amendments thereto
+10.02 -- Component Supply Agreement, dated February 28, 1994, between AAM, Inc. and GM
10.02(a) -- Amendment No. 1 to Component Supply Agreement, dated February 28, 1994, between AAM,
Inc. and GM
+10.02(b) -- Amendment No. 2 to Component Supply Agreement, dated February 7, 1996, between AAM,
Inc. and GM
+10.02(c) -- Letter of Intent dated February 21, 1996, by G.M.T.G., GMT-800 PGM Worldwide
Purchasing ('G.M.T.G') (re: front & rear axles)
+10.02(d) -- Letter of Intent dated February 21, 1996, by G.M.T.G. (re: front & rear propeller
shafts)
+10.02(e) -- Letter Agreement dated June 25, 1997, between AAM, Inc. and GM
+10.02(f) -- Amended and Restated Memorandum of Understanding, dated September 2, 1997, between
AAM, Inc. and GM
10.02(g) -- MOU Extension Agreement, dated September 22, 1997, between AAM, Inc. and GM
+10.03 -- GMCL Purchase Order Agreement dated February 17, 1994 by and between AAM, Inc. and
General Motors of Canada Limited ('GMCL')
+10.04 -- AAM/GMCL Supply Agreement dated February 17, 1994 ('AAM/GMCL Supply Agreement') by
and between AAM, Inc. and GMCL
10.04(a) -- Amending Agreement dated as of September 5, 1996, between AAM, Inc. and GMCL
10.04(b) -- Amending Agreement dated as of October 7, 1996, between AAM, Inc. and GMCL
10.04(c) -- Amendment No. 1 to AAM/GMCL Supply Agreement dated February 17, 1994, between AAM,
Inc. and GMCL
+10.05 -- Agreement dated February 17, 1997, between AAM, Inc. and GM
+10.05(a) -- Letter dated December 13, 1996, by AAM, Inc.
*10.06 -- Lease dated September 30, 1994, by and between AAM, Inc., as lessee, and First
Industrial, L.P., as lessor (Technical Center)
*10.07 -- 1997 American Axle & Manufacturing of Michigan, Inc. Replacement Plan
10.08 -- The Amended and Restated American Axle & Manufacturing of Michigan, Inc. Management
Stock Option Plan
*10.09 -- Nonqualified Stock Option Agreement, dated October 30, 1997, between the Company and
Dauch
10.10 -- Indemnification Agreement, dated February 28, 1994, between AAM, Inc. and GM
*10.11 -- Employment Agreement, dated October 27, 1997, by and between the Company and Richard
E. Dauch ('Dauch')
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EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
----------- ------------------------------------------------------------------------------------------- ----------
*10.12 -- Recapitalization Agreement, dated as of September 19, 1997, among AAM, Inc., the
Company, Jupiter Capital Corporation ('Jupiter'), Dauch, Morton E. Harris ('Harris')
and AAM Acquisition, Inc.
*10.13 -- Stockholders' Agreement, dated as October 29, 1997, among Blackstone Capital Partners
II Merchant Banking Fund L.P., Blackstone Offshore Capital Partners II L.P.,
Blackstone Family Investment Partnership II L.P., Jupiter, Dauch, Harris and AAM,
Inc.
*10.14 -- Monitoring Agreement, dated as of October 29, 1997, between the Company and
Blackstone Management Partners L.P.
*10.15 -- Credit Agreement, dated as of October 27, 1997, among the Company, AAM, Inc., the
lenders named therein, The Chase Manhattan Bank, as administrative agent and
collateral agent, and Chase Manhattan Bank Delaware, as fronting bank
10.16 -- AAM Master Trust Pooling Agreement, dated as of October 29, 1997, among AAM
Receivables Corp.('AAM Receivables'), the Company, as Servicer, and The Chase
Manhattan Bank, as Trustee
10.16(a) -- AAM Master Trust Series 1997-A Supplement to Pooling Agreement, dated as of October
29, 1997, among AAM Receivables, the Company, as Servicer, and The Chase Manhattan
Bank, as Trustee
10.17 -- Receivables Sale Agreement, dated as of October 29, 1997, between AAM Receivables, as
purchaser, and the Company, as Seller and Servicer
10.18 -- Servicing Agreement, dated as of October 29, 1997, among AAM Receivables, the
Company, as Servicer, and The Chase Manhattan Bank, as Trustee
10.19 -- Agreement for Information Technology Services, dated March 1, 1998, between AAM, Inc.
and Electronic Data Systems Corporation
*21 -- Subsidiaries of the Registrant
**23.01 -- Consent of Simpson Thacher & Bartlett (contained in Exhibit 5.01)
*23.02 -- Consent of Ernst & Young LLP
*24.01 -- Power of Attorney
**27 -- Financial Data Schedules (For SEC use only)
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* Previously filed
** To be filed by amendment.
+ Certain portions of the identified Exhibit have been omitted and separately
filed with the Commission based upon a request for confidential treatment.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 6/5/98 | | 1 | | 4 | | | None on these Dates |
| | 3/1/98 | | 3 | | 6 |
| | 10/30/97 | | 2 | | 5 |
| | 10/29/97 | | 3 | | 6 |
| | 10/27/97 | | 3 | | 6 |
| | 9/22/97 | | 2 | | 5 |
| | 9/19/97 | | 3 | | 6 |
| | 9/2/97 | | 2 | | 5 |
| | 6/25/97 | | 2 | | 5 |
| | 2/17/97 | | 2 | | 5 |
| | 12/13/96 | | 2 | | 5 |
| | 10/7/96 | | 2 | | 5 |
| | 9/5/96 | | 2 | | 5 |
| | 2/21/96 | | 2 | | 5 |
| | 2/7/96 | | 2 | | 5 |
| | 9/30/94 | | 2 | | 5 |
| | 2/28/94 | | 2 | | 5 |
| | 2/18/94 | | 2 | | 5 |
| | 2/17/94 | | 2 | | 5 |
| List all Filings |
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