AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1999
DELAWARE 3714 38-3161171
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION) CLASSIFICATION CODE NUMBER)
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Copies of all correspondence to:
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
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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. / /
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the fees and expenses in connection with the issuance and distribution of the securities being registered hereunder. Except for the SEC registration fee and the NASD filing fee, all amounts are estimates.
SEC registration fee........................................ $ 42,237
NASD filing fee............................................. 14,990
NYSE filing fee............................................. 203,600
Accounting fees and expenses................................ 500,000
Legal fees and expenses..................................... 500,000
Blue Sky fees and expenses (including counsel fees)......... 5,000
Printing and engraving expenses............................. 535,000
Transfer agent's and registrar's fees and expenses.......... 20,000
Miscellaneous Expenses...................................... 29,173
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Total.................................................. $1,850,000
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the "Delaware Law") authorizes the Registrant to indemnify the officers and directors of the Company, under certain circumstances and subject to certain conditions and limitations as stated therein, against all expenses and liabilities incurred by or imposed upon them as a result of actions, suits and proceedings, civil or criminal, brought against them as such officers and directors if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.
Reference is hereby made to Article VI of the Registrant's By-laws, a copy
of which is filed as Exhibit 3.02, which provides for indemnification of
officers and directors of the Registrant to the full extent authorized by
Section 145 of the Delaware Law. Section 7 of Article VI of the Bylaws
authorizes the Registrant to purchase and maintain insurance on behalf of any
officer, director, employee, trustee or agent of the Registrant or its
subsidiaries against any liability asserted against or incurred by them in such
capacity or arising out of their status as such, whether or not the Registrant
would have the power to indemnify such officer, director, employee, trustee or
agent against such liability under the provisions of such Article or Delaware
law.
The Registrant maintains a directors' and officers' insurance policy which insures the officers and directors of the Registrant from any claim arising out of an alleged wrongful act by such persons in their respective capacities as officers and directors of the Registrant.
Section 102(b)(7) of the Delaware Law permits corporations to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of a fiduciary duty of care as a director. Reference is made to Article Sixth of the Registrant's Certificate of Incorporation, a copy of which is filed as Exhibit 3.01, which limits a director's liability in accordance with such Section.
Reference is made to Section 6 of the U.S. Purchase Agreement and the International Purchase Agreement, copies of which are filed as Exhibit 1.01 and 1.02, respectively, for information concerning indemnification arrangements among the Registrant and the Underwriters.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
In connection with the Recapitalization, the Company issued 72,039,645, 5,870,160 and 5,144,280 shares of Common Stock to Jupiter, Richard E. Dauch and Morton E. Harris, respectively, in a one-for-one exchange for AAM, Inc. common stock held by each of the above pursuant to a private placement. In addition, the Company
II-1
privately issued 94,680 shares of Common Stock to Michael D. Alexander pursuant to a Management Common Stock Subscription Agreement. Mr. Alexander purchased his shares in October 1997 for approximately $400,000. The Company issued 71,010 shares of Common Stock to Gary J. Witosky pursuant to Mr. Witosky's exercise of options under a Nonqualified Stock Option Agreement. Mr. Witosky exercised his options in March 1998 for approximately $302,600. Share amounts have been adjusted to reflect the stock split.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
The following exhibits are filed herewith unless otherwise indicated.
EXHIBIT
NUMBER DESCRIPTION
----------- -------------------------------------------------------------------------------------------------------
*1.01 -- Form of U.S. Purchase Agreement
*1.02 -- Form of International Purchase Agreement
*2.01 -- Agreement and Plan of Merger, dated January 22, 1999, between the Company and American Axle &
Manufacturing, Inc. ("AAM, Inc.").
*3.01 -- Certificate of Incorporation of the Company
*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 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
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II-2
EXHIBIT
NUMBER DESCRIPTION
----------- -------------------------------------------------------------------------------------------------------
*10.09 -- Nonqualified Stock Option Agreement, dated October 30, 1997, between AAM, Inc. and Dauch
*10.10 -- Indemnification Agreement, dated February 28, 1994, between AAM, Inc. and GM
*10.11 -- Employment Agreement, dated November 6, 1997, by and between the Company and Dauch
*10.11(a) -- Letter Agreement, dated August 18, 1997, between AAM Acquisition, Inc. and Dauch
*10.12 -- Recapitalization Agreement, dated as of September 19, 1997, among AAM, Inc., the Company, Jupiter
Capital Corporation ("Jupiter"), Richard E. Dauch ("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 American Axle & Manufacturing of Michigan, Inc.
*10.13(a) -- Disposition Agreement, dated as of December 10, 1998, between American Axle & Manufacturing of
Michigan, Inc. and Dauch
*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 (the "Credit Agreement"), 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
*10.15(a) -- Amendment No. 1, Waiver and Agreement, dated as of September 30, 1998, to the Credit Agreement
*10.15(b) -- Amendment No. 2, Waiver and Agreement, dated as of January 11, 1999, to the Credit Agreement.
*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
("Series 1997-A Supplement"), among AAM Receivables, the Company, as Servicer, and The Chase
Manhattan Bank, as Trustee
*10.16(b) -- Amendment No. 1 to Series 1997-A Supplement, dated July 17, 1998
*10.16(c) -- Amendment No. 2 to Series 1997-A Supplement, dated September 30, 1998
*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
*10.20 -- 1999 Stock Incentive Plan
*10.21 -- Nonqualified Stock Option Agreement, dated October 29, 1997, between the Company and Gary J.
Witosky
+*10.22(a) -- Lifetime Program Contract for GMT-325 Products, between GM and AAM, Inc.
+*10.22(b) -- Lifetime Program Contract for GMT-330 Products, between GM and AAM, Inc.
+10.22(c) -- Lifetime Program Contract for New M-SUV Products, between GM and AAM, Inc.
+*10.22(d) -- Lifetime Program Contract for GMT-400 Products, between GM and AAM, Inc.
+*10.22(e) -- Lifetime Program Contract for GMT-800 Products, between GM and AAM, Inc.
*10.23 -- Senior Secured Promissory Note dated August 14, 1998, made by Dauch in favor of AAM, Inc.
+*10.24 -- Nomination Letter, dated August 8, 1998 between Isuzu/GM Joint Purchasing Team and AAM, Inc.
*16 -- Letter re: Change in Certifying Accountants
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II-3
EXHIBIT NUMBER DESCRIPTION ----------- ------------------------------------------------------------------------------------------------------- *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) |
+ 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
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the Underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the Offerings of such securities at that time shall be deemed to be the initial bona fide International Manager thereof.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 10 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Detroit, State of Michigan, on the 28th day of January, 1999.
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. 10 to the Registration Statement has been signed below by the following persons in the capacities indicated on the 28th day of January, 1999.
SIGNATURE TITLE DATE
-------------------------------------------- -------------------------------------------- -----------------
*Richard E. Dauch Chairman of the Board of Directors; January 28, 1999
-------------------------------------------- President and Chief Executive Officer
Richard E. Dauch
*Gary J. Witosky Vice President--Finance and Chief Financial January 28, 1999
-------------------------------------------- Officer
Gary J. Witosky
*Robert A. Krause Treasurer January 28, 1999
--------------------------------------------
Robert A. Krause
*B. G. Mathis Director; Executive Vice President and Chief January 28, 1999
-------------------------------------------- Administrative Officer
B. G. Mathis
*Glenn H. Hutchins Director January 28, 1999
--------------------------------------------
Glenn H. Hutchins
*Bret D. Pearlman Director January 28, 1999
--------------------------------------------
Bret D. Pearlman
*David A. Stockman Director January 28, 1999
--------------------------------------------
David A. Stockman
*By: /s/ Patrick S. Lancaster
---------------------------------
Patrick S. Lancaster
Attorney-in-Fact
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II-5
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
----------- ------------------------------------------------------------------------------------------- ----------
*1.01 -- Form of U.S. Purchase Agreement
*1.02 -- Form of International Purchase Agreement
*2.01 -- Agreement and Plan of Merger, dated January 22, 1999, between the Company and
American Axle & Manufacturing, Inc. ("AAM, Inc.")
*3.01 -- Certificate of Incorporation of the Company
*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 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 AAM, Inc. and
Dauch
*10.10 -- Indemnification Agreement, dated February 28, 1994, between AAM, Inc. and GM
*10.11 -- Employment Agreement, dated November 6, 1997, by and between the Company and Dauch
*10.11(a) -- Letter Agreement, dated August 18, 1997, between AAM Acquisition, Inc. and Dauch
*10.12 -- Recapitalization Agreement, dated as of September 19, 1997, among AAM, Inc., the
Company, Jupiter Capital Corporation ("Jupiter"), Richard E. Dauch ("Dauch"), Morton
E. Harris ("Harris") and AAM Acquisition, Inc.
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EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
----------- ------------------------------------------------------------------------------------------- ----------
*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 American
Axle & Manufacturing of Michigan, Inc.
*10.13(a) -- Disposition Agreement, dated as of December 10, 1998, between American Axle &
Manufacturing of Michigan, Inc. and Dauch
*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 (the "Credit Agreement"), 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
*10.15(a) -- Amendment No. 1, Waiver and Agreement, dated as of September 30, 1998, to the Credit
Agreement
*10.15(b) -- Amendment No. 2, Waiver and Agreement, dated as of January 11, 1999, to the Credit
Agreement
*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 ("Series 1997-A Supplement"), among AAM Receivables, the Company, as
Servicer, and The Chase Manhattan Bank, as Trustee
*10.16(b) -- Amendment No. 1 to Series 1997-A Supplement, dated as of July 17, 1998
*10.16(c) -- Amendment No. 2 to Series 1997-A Supplement, dated as of September 30, 1998
*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
*10.20 -- 1999 Stock Incentive Plan
*10.21 -- Nonqualified Stock Option Agreement, dated October 29, 1997, between the Company and
Gary J. Witosky
+*10.22(a) -- Lifetime Program Contract for GMT-325 Products, between GM and AAM, Inc.
+*10.22(b) -- Lifetime Program Contract for GMT-330 Products, between GM and AAM, Inc.
+10.22(c) -- Lifetime Program Contract for New M-SUV Products, between GM and AAM, Inc.
+*10.22(d) -- Lifetime Program Contract for GMT-400 Products, between GM and AAM, Inc.
+*10.22(e) -- Lifetime Program Contract for GMT-800 Products, between GM and AAM, Inc.
*10.23 -- Senior Secured Promissory Note dated August 14, 1998, made by Dauch in favor of AAM,
Inc.
+*10.24 -- Nomination Letter, dated August 8, 1998, between Isuzu/GM Joint Purchasing Team and
AAM, Inc.
*16 -- Letter re: Change in Certifying Accountants
*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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+ Certain portions of the identified Exhibit have been omitted and separately filed with the Commission based upon a request for confidential treatment.
LIFETIME PROGRAM CONTRACT*
BETWEEN GENERAL MOTORS CORPORATION
NORTH AMERICAN OPERATIONS ("BUYER") AND
AMERICAN AXLE & MANUFACTURING, INC. ("SELLER")
Seller agrees to sell, and Buyer agrees to purchase, 100% of Buyer's production and service requirements for the following product (the "Product" or "Goods"):
See Attached GMT 360 Schedule. Exhibit B
The term of this Agreement is for the "life of the Product", which is defined as the duration of the GMT 360 style presently projected to run from *** through ***
The per unit price of the Product is F.O.B. Seller's Plant. Pricing from model year *** is subject to the following annual percentage reduction from the prior year's price:
See Attached GMT 360 Schedule. Exhibit B
Purchases of Productive Material by Buyer for Seller shall continue through December 31, 2002, or such earlier date established by agreement of AAM and GM. Thereafter, except for increases or decreases in Seller's cost by reason of Seller's participation in Buyer's Steel Resale Program; Buyer's pricing adjustment policy(ies) for non-ferrous metals; or permitted under Buyer's Purchase Order Terms and Conditions no adjustments will be made hereunder for increases or decreases in Seller's costs for materials. Except for the increases or decreases set forth above, no other pricing adjustments (e.g. labor or overhead) will be made except by agreement between AAM and GM.
In addition, Buyer and Seller will use their best efforts to implement cost savings and productivity improvements, as set forth in Exhibit A attached hereto, in order to reduce
Seller's costs, with the understanding the 50 percent (50%) of jointly achieved net savings (after deduction of expenditures for development, applications, engineering tools, prototypes and financing) will be applied to reduce the price of the Product to Buyer and the balance will be for the benefit of Seller.
Seller agrees to participate in Buyer's supplier quality and development program(s). In addition, Seller shall comply with all quality requirements and procedures specified by Buyer, as the same may be revised from time to time, including those applicable to Seller as set forth in Quality System Requirement SQS-9000.
5.1 Seller will assure that the Product remains competitive in terms of technology, design, and quality with similar goods available to Buyer during the term of this Agreement. If, in the reasonable opinion of Buyer, the Product does not remain competitive, Buyer, to the extent it is free to do so, will advise Seller in writing of the area(s) in which another product is more competitive with respect to technology, design or quality. If, within 150 days, Seller does not agree to immediately sell the Product with comparable technology, design or quality, Buyer may give notice of termination of this Agreement and after a period of one (1) year after such notice may purchase from another supplier without liability to Seller.
5.2 It is agreed by the parties that nothing in this Paragraph 5 shall modify or otherwise limit Buyer's right under Paragraph 12 ("Cancellation") of Buyer's Purchase Order Terms and Conditions.
6.1 Buyer and Seller will cooperate to create, maintain, update and share technical information about the Product and its manufacture, without restriction, as needed, and in compliance with Buyer's drafting and math data standards.
6.2 In the event Buyer exercises its right to terminate or cancel this Agreement, for reasons other than those set forth in Paragraph 5 above, and then makes the Product or purchases the Product from another supplier. Seller agrees not to bring any action or claim against Buyer, its suppliers, dealers, or customers for any reason, excluding any claim for infringement of patents or other proprietary rights, arising from the manufacture, use and sale of the Product or use of the information furnished by Seller to Buyer under this Agreement. Seller will secure the necessary agreements with its employees and sub-contractors to assure compliance with this Section 6.
Buyer's Purchase Order Terms and Conditions (1986), a copy of which is attached, are hereby incorporated into this Agreement by reference. It is understood that Paragraph 13
TERMINATION will not be applicable with respect to this contract. Any amendments to or revision of such Terms and Conditions shall also become a part hereof, provided that: (i) Buyer provides Seller with a copy of the Terms and Conditions as amended or revised; and (ii) Seller does not object to said amendment or revised Terms and Conditions within thirty (30) days after receipt. The Terms and Conditions and any amendment or revision made a part thereof shall be construed, to the extent possible, as consistent with the terms and conditions set forth herein and as cumulative; provided, however, that if such construction is unreasonable, terms and conditions set forth herein shall control.
This Agreement is effective upon its execution. The parties hereby agree that this agreement supersedes the Component Supply Agreement between them, dated February 28, 1994, as amended, as it relates to the subject matter contained herein and removes any requirement with respect to components covered hereby for GM to give notice of non-renewal under such agreement.
Seller Buyer
By /s/ Brian McKenna By /s/ Lerick R. Chissus
----------------- ---------------------
Title Director, MST Programs Title Director, Metallic Purchasing GMTG
---------------------- ----------------------------------
Date May 1, 1998 Date June 19, 1998
-----------
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Exhibit A
Some examples of Cost Savings which shall be shared equally by the parties are set forth in (a), (b), and (c) below:
(a) AAM requests from GM Engineering a dimensional change in an Existing Component that reduces scrap and improves efficiency. If granted, the savings with respect to that Existing Component would be shared equally by the two parties.
(b) GM and AAM are both working on deproliferation of Existing Component Part Numbers by changing parts to commonize them. Savings with respect to such Existing Components would be shared by the two parties.
(c) AAM or GM requests a material change applicable to a particular Existing Component or Components that would improve efficiency or reduce tool costs. These savings with respect to such Existing Components would be shared equally by the two parties.
Improvements which are not attributable to specific components and improvements in processing, operating conditions, labor efficiency, scrap reduction, or any other area made by AAM as a result of its management expertise and knowledge or contributions by AAM employees, without any input from GM, are not included in the Cost Savings computation and are the exclusive property of AAM.
EXHIBIT B LIFETIME PROGRAM CONTRACT
GMT 360
===================================================================================================================================
Model Year 2005 2006 2007 2008 Succeeding
Years
-----------------------------------------------
Percent Reduction *** *** *** *** ***
-----------------------------------------------
Part Per Annual Daily
Number Description Unit Price Tool Capacity
==================================================================================================================================
-------------------------------------------------------------------------------------------------------------------------------
8.0"Rear Axles
15157619 GMT 360 Rear Axle 4.10 Std. *** *** *** *** *** *** ***
15157587 GMT 360 Rear Axle 3.42 Std. *** *** *** *** *** *** ***
15157585 GMT 360 Rear Axle 4.56 Std. *** *** *** *** *** *** ***
15157615 GMT 360 Rear Axle 3.73 Std. *** *** *** *** *** *** ***
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
7.25" Front Axles
15030027 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 3.42 *** *** *** *** *** *** ***
15030028 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 3.73 *** *** *** *** *** *** ***
15030025 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 4.10 *** *** *** *** *** *** ***
15007523 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 4.56 *** *** *** *** *** *** ***
===============================================================================================================================
===============================================================================
Per Annual Daily
Part Number Description Unit Price Tool Capacity
===============================================================================
-------------------------------------------------------------------------------
Front Auxiliary and Rear Propshafts
15152340 GMT 360 Front Auxiliary Propshaft $ *** ***
15152342 GMT 360 Front Auxiliary Propshaft $ *** ***
15152338 GMT 360 Rear Propshaft $ *** ***
15152332 GMT 360 Rear Propshaft $ *** ***
15152335 GMT 360 Rear Propshaft $ *** ***
15152336 GMT 360 Rear Propshaft $ *** ***
===============================================================================
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Technical Center
2965 Technology Drive
Rochester Hills, MI 48309
June 25, 1997
Ms. Kim Buhl
Senior Buyer
GMTG
2000 Centerpoint Parkway
Mail Code 483-512-1B5
Pontiac, Michigan 48341-3147
Dear Kim:
The revised proposal for the GMT 360 Front and Rear Axles is hereby submitted for your review. As you are aware, AAM and GM have been working together on the engineering designs for both the front and the rear axles. This close working relationship has allowed the GMT 360 program to proceed within the program timing while helping to identify and address engineering issues early in the development process.
The prices provided herein are based on engineering changes required to Existing Components and the terms and conditions of the Component Supply Agreement under which AAM is committed to be competitive on future product programs such as this.
The attached Bill of Material for each axle identifies the budget baseline prices for included parts and productive material purchased by GM.
The tooling for the front axle is ***, including *** of supplier tooling and tooling for the rear axle is *** including *** of supplier tooling. Supplier tooling will be adjusted based on the results of the final negotiations with the suppliers.
Based on this proposal, issuance of an appropriate letter of intent is requested. As your production source, AAM looks forward to working with you and to contributing to the success of the GMT 360 program.
Best regards,
F. H. Allison
Program Manager, GM MST Programs
cc: L. Chissus, D. Demos, T. Liem, B. McKenna
0 SORP Date: ***
0 Volume: *** annually; *** per day
0 Volumes quoted are LCR volumes based on ***. The MCR
volume is calculated at *** annually and *** per
day. AAM will provide axles at the purchase order
piece price in effect at that time up to the MCR
levels.
0 FOB: ***
0 Piece Price: ***
0 Tooling: ***
0 AAM - ***
0 Supplier - ***
0 Prototypes: *** and *** tooling
0 Design: AAM will meet the design requirements as provided in
RFQ 2900012268 dated November 15, 1996, and CEA
T104C-011-01 dated November 14, 1996.
0 Labor: *** Economics
|
0 SORP Date: ***
0 Volume: *** annually; *** per day
0 Volumes quoted are LCR volumes based on ***. The MCR volume is calculated at *** annually and *** per day. AAM will provide axles at the purchase order piece price in effect at that time up to the MCR levels.
0 FOB: ***
0 Piece Price: ***
0 Tooling: ***
0 - AAM ***
0 - Supplier - ***
0 Prototypes: *** and *** tooling
0 Post Assembly Piercing of Brackets: ***, based on decision by March
31, 1998
0 Design: AAM will meet the design requirements as provided in RFQ
2900002656 dated February 7, 1997 and CEA T104C-038 dated
January 24, 1997.
0 Labor: *** Economics
|
GMT 360
6/25/97
1. *** price increase to both Front & Rear Axle *** Front *** Rear
2. F ***
R ***
If lower - AAM benefits
3. Steel Budget Base Equals ***
4. Address omissions of Part No.'s in BOM
5. Material pass through begins at ***.
April 7, 1998
Mr. Brian W. McKenna
Director, GM MST & PC Programs
AMERICAN AXLE & MANUFACTURING
2965 Technology Drive
Rochester Hills, MI 48309
Re: GMT 360 FRONT & REAR PROPSHAFTS
RFQ 700018615
Dear Brian:
On behalf of the NAO Worldwide Purchasing Organization, I am pleased to inform you that American Axle & Manufacturing (AAM) has been selected as the production supplier for 100% of the GMT 360 NAO Front Auxiliary and Rear Propshaft requirements. This award is based on the negotiated piece price, tooling investment, and terms listed below. This award is issued under the terms and conditions of the Component Supply Agreement (CSA), its amendments, and the Memorandum of Understanding for Lifetime Program Contracts dated September 22, 1997 for GMT 360 Components.
Piece Price
Part P/N (At Full PPAP) Tooling
---- --- -------------- -------
Front Auxiliary Propshaft 15152340 *** ***
15152342 *** ***
0 Alpha, Beta, and Prototype Piece Price ***
(This price applies until full PPAP)
0 Prototype Tooling: ***
0 Production piece price is the base propshaft per CEA
T104C-017, dated June 25, 1996, including paint. The piloted
flange and cardboard liner are not included in the base
design. Piece price does include 1/4 - 1/4 balancing, per
revision to CEA dated April 7, 1998.
0 Returnable dunnage shipping racks, and additional packaging
is the responsibility of GMTG.
|
0 FOB: ***
Piece Price
Part P/N (At Full PPAP)
---- --- --------------
Rear Propshaft 15152332 ***
15152335 ***
15152336 ***
15152338 ***
0 Rebillable Tooling: ***
0 Alpha, Beta, and Prototype Piece Price: ***
(This price applies until full PPAP)
0 Prototype Tooling: ***
0 Production Piece Price is the base propshaft per CEA
T104C-017 dated June 25, 1996, except 4" straight aluminum
will be used in place of 4" collapsible MMC. The cardboard
liner is included in the price. Piece price also does include
1/4 - 1/4 balancing, per revision to CEA dated April 7, 1998.
0 Returnable dunnage, shipping racks, and additional packaging
is the responsibility of GMTG
0 GM's "Metal Price Adjustment for Non-Allied Primary Aluminum
Part Suppliers", document revision date of January 21, 1997,
applies to aluminum components after AAM assumes
responsibility for Purchase Components. Utilize base point of
the BOM provided by AAM dated March 23, 1998.
0 FOB: ***
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The LCR volumes for this program are as follows:
Part Number Annual Volume Daily Volume ----------- ------------- ------------ 15152340 *** *** 15152342 *** *** 15152332 *** *** 15152335 *** *** 15152336 *** *** 15152338 *** *** |
The Material Pass Through (Paragraph 3.6 of the CSA) remains in effect beginning with the purchase order prices at ***. GMTG accepts responsibility for all material costs exceeding the total material cost per saleable part number on the attached purchase parts Bill of Material (BOM).
Service parts: Production for life of part plus (3) years past production based on SPO standard packs equal to (1) standard AAM rack.
Please contact Mr. Mike Prater, Design Release Engineer, to commence work on this program. The GMTG SQA will be contacting AAM to schedule an APQP meeting for the GMT 360 propshafts.
We appreciate the level of commitment which you have shown to date and look forward to your participation in the GMT 360 Program.
Best Regards,
Thomas A. Liem
Purchasing Manager
cc: L. Chissus, GMTG
T. Alig, GMTG
K. Buhl, GMTG
J. Dezelski, GMTG
S. Fabatz, GMTG
A. Hearsch, GMTG
W. Jenkins, GMTG
M. McDonald, GMTG
M. Prater, GMTG
J. Quinn, GMTG
S. Sutherland, GM
J. Ward, GMTG
J. Wroblewski, GMTG
M. Wolosiewicz, NAO-AP
J. Lowe, SPO
D. Demos, AAM
S. Allison, AAM