UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 29, 2007
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC
 
(Exact name of registrant as specified in its charter)
         
Delaware   1-14303   36-3161171
         
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer Identification
incorporation)       Number)
One Dauch Drive, Detroit, Michigan 48211-1198
 
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: ( 313) 758-2000
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:
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))
 
 

 

 

Item 1.01. Entry into a Material Definitive Agreement
On June 29, 2007 American Axle & Manufacturing, Inc. (“AAM”) entered into a letter agreement (the “Agreement”) with General Motors Corporation (“GM”) relating to the future sale by AAM to GM of driveline components, chassis related forged products, modules and systems in connection with a future vehicle program.
A copy of the Agreement is attached as Exhibit 99.1 and is incorporated herein by reference. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement.
Item 9.01. Financial Statements and Exhibits
(d)   Exhibits:
99.1   Letter Agreement, dated June 29, 2007, between AAM and GM*
 
*   Certain portions of the identified Exhibit have been omitted and are being separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

 

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.
         
  AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
  		 
  By:   /s/ Michael K. Simonte    
    Michael K. Simonte   
    Vice President — Finance & Chief Financial
Officer (also in the capacity of Chief
Accounting Officer)  		 
 
Dated: July 6, 2007

 

 

EXHIBIT 99.1
General Motors — American Axle and Manufacturing — Agreement
1.   Sourcing: Through this Agreement dated June 29, 2007, General Motors *** awards to American Axle and Manufacturing the following vehicle programs, including ***, for the *** program *** program. The product content sourced to AAM is specified below.
  a)   *** — *** or *** to driveline components, chassis related forged products, modules and systems *** by AAM for the *** and ***. *** for *** products will be based on *** products and shall be *** or *** by the *** from *** and *** as ordered by GM for the *** program. AAM and GM shall *** to *** for *** products based on *** by GM.
  (i)   For the ***, AAM commits to *** of *** for *** beginning *** after ***. Additionally AAM and GM will *** on additional *** initiatives which will result in each party receiving *** of the ***.
  b)   *** — *** or *** to driveline components, chassis related forged products, modules and systems *** by AAM for the *** and *** with the exception of the ***. *** for *** products will be based on *** products and shall be *** or *** by the *** from *** and *** as ordered by GM for the ***. AAM and GM shall *** to *** for *** products based on *** by GM.
  (i)   Upon *** of the *** program ***, including the ***, AAM will *** to *** on the *** components for *** — beginning *** after ***. Additionally AAM and GM will *** on additional *** initiatives which will result in each party receiving *** of the ***.
  c)   GM will *** is *** to AAM on the *** (Primary), including the ***, or other *** (Secondary) such that the *** will be *** with or approximate the *** received by *** for the ***. In addition to the ***, the *** will be *** in terms of *** and *** of the *** program *** of *** (i.e. ***).
  (i)   GM and AAM will establish a *** for GM’s *** program *** to ***, which will include *** or *** to *** and *** for the *** and *** vehicle program *** and engineering / design *** is *** for driveline products.
2.   ***: *** of the products being *** to AAM by GM pursuant to *** shall be included in ***.
 
***   Any text removed pursuant to the confidential treatment request of American Axle & Manufacturing Holdings, Inc. is being separately submitted with the U.S. Securities Exchange Commission and is marked “***” herein.

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3.   Program *** :
  a)   *** 2-26-04 Agreement and *** : In the event that *** of the programs *** GM to AAM under the *** and *** are ***, or are ***, other *** of *** to AAM will be *** by GM to AAM based on the *** and *** as the parties ***.
 
  b)   *** (Primary / Secondary) : In the event that *** of the products *** pursuant to *** are *** or are ***, *** programs of *** to AAM will be *** by GM to AAM based on the *** and *** set forth in ***.
4.   AAM agrees to *** General Motors *** for the products *** by GM to AAM pursuant to *** or *** the *** or *** at a *** and *** not to *** those listed in the attached document (attachment 1). This agreement does not *** to *** prior to the date of the ***.
5.   *** for the products *** by GM to AAM pursuant to *** or *** the *** or *** will be subject to *** of ***. The attached document (attachment 2) specifies the *** for ***. For each ***, GM will *** a *** to AAM pursuant to the *** in *** between GM and AAM. This *** to the *** will be *** with the *** of *** under the *** or ***, and the products *** under ***. (*** programs will not be *** by ***).
       
 
     
American Axle & Manufacturing, Inc.
  General Motors Corporation
Steven J. Proctor
  Randall Pappal
Vice President
  Executive Director
Sales & Marketing
  Global Purchasing and Supply Chain
 
***   Any text removed pursuant to the confidential treatment request of American Axle & Manufacturing Holdings, Inc. is being separately submitted with the U.S. Securities Exchange Commission and is marked “***” herein.

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General Motors — American Axle & Manufacturing — Agreement
Attachment 1
[to be provided]

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General Motors — American Axle & Manufacturing — Agreement
Attachment 2
[to be provided]

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