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American Axle & Manufacturing Holdings Inc – IPO: ‘S-1/A’ on 6/5/98

As of:  Friday, 6/5/98   ·   Accession #:  889812-98-1427   ·   File #:  333-53491

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/05/98  American Axle & Mfg Holdings Inc  S-1/A                 23:1.5M                                   Global Fin’l Press/NY/FA

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 


S-1/A   —   Amendment No. 1 to Registration Statement
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 16. Exhibits and Financial Statement Schedules
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 1998 REGISTRATION NO. 333-53491 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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) [Download Table] 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: [Download Table] 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. [Enlarge/Download Table] 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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[Enlarge/Download Table] 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) ------------------ * 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
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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. [Enlarge/Download Table] 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
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EXHIBIT INDEX [Enlarge/Download Table] EXHIBIT SEQUENTIAL NUMBER DESCRIPTION PAGE NO. ----------- ------------------------------------------------------------------------------------------- ---------- **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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[Enlarge/Download Table] 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) ------------------ * 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

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This ‘S-1/A’ Filing    Date First  Last      Other Filings
Filed on:6/5/9814None on these Dates
3/1/9836
10/30/9725
10/29/9736
10/27/9736
9/22/9725
9/19/9736
9/2/9725
6/25/9725
2/17/9725
12/13/9625
10/7/9625
9/5/9625
2/21/9625
2/7/9625
9/30/9425
2/28/9425
2/18/9425
2/17/9425
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