AMERICAN AXLE & MANUFACTURING HOLDINGS INC (Form: 8-K, Received: 05/23/2008 14:40:01)

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)


1-14303		36-3161171

(Commission File Number)		(IRS Employer Identification No.)

One Dauch Drive, Detroit, Michigan		48211-1198

(Address of Principal Executive Offices)		(Zip Code)

(313) 758-2000

(Registrant’s 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


Item 7.01 Regulation FD
Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Agreement between General Motors and AAM
Press Release

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 AAM’s 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 AAM’s 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.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.


Exhibit No.	Description	Method of Furnishing

10.1	Agreement between General Motors and AAM	Filed with this Report

99.1	Press release dated May 23, 2008	Furnished with this Report

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.
Date: May 23, 2008	By:	/s/ Michael K. Simonte
		Michael K. Simonte
		Group Vice President — Finance & Chief Financial Officer (also in the capacity of Chief Accounting Officer)

EXHIBIT INDEX


Exhibit No.	Description	Page

10.1	Agreement between General Motors and AAM	6

99.1	Press release dated May 23, 2008	8

EXHIBIT 10.1

Agreement

THIS AGREEMENT made this day, May 3, 2008, as amended May 16, 2008, by and between General Motors Corporation (“GM”) and American Axle & Manufacturing, Inc. (“AAM”).

Whereas AAM is in process of negotiating a collective bargaining agreement with the UAW that has resulted in a protracted strike which has impacted GM operations nationwide.

Whereas AAM has advised GM that it has made significant progress in its negotiations with the UAW and that with the level of GM support set forth in this agreement AAM can reach a timely agreement with the UAW on a new AAM-UAW collective bargaining agreement.

For valuable consideration, the receipt and sufficiency for which is acknowledged, the parties agree as follows:

	1.		In support of the transition of the UAW-represented legacy labor at AAM’s original facilities, GM shall pay AAM a total of $175 million in cash for buyouts, early retirements and buydowns as determined by AAM payable as follows:

			$15 million on or before August 1, 2008 $100 million on or before October 1, 2008, and $60 million on or before April 1, 2009

	2.		The Asset Purchase Agreement, dated February 18, 1994, between GM and AAM (the “APA”) shall be amended as follows:

	a.		The first sentence of section 5.5.4 of the APA shall provide that AAM shall have no liability to GM for post-retirement health care and life insurance coverage provided to UAW represented Transitioned Employees pursuant to Section 5.5.2 thereof, which amount is currently valued by the parties to be approximately $40 million.

	b.		The second sentence of section 5.5.4 of the APA shall provide that GM will reimburse AAM quarterly with regard to post-retirement health care and life insurance coverage provided to hourly UAW represented Transitioned Employees pursuant to Section 5.5.3 thereof. The quarterly payments for the first, second and third calendar quarters of each year shall be based on estimated amounts provided by AAM with a “true-up” payment for each year to be paid by GM to AAM by June 30 of the succeeding year. GM shall pay all estimated amounts to AAM on or before the last day of such calendar quarter.

GM will work cooperatively and expeditiously with AAM relative to Article VI of the APA in AAM’s efforts to dispose of Buffalo Gear & Axle and Tonawanda Forge to third parties in an efficient, effective, and timely manner. Such cooperation by GM will not include the waiver or release of any obligations of AAM under Article VI of the APA.

	3.		AAM shall make no further request to GM for financial support in connection with the strike called by the International UAW at AAM’s original facilities at 11:59 p.m. on February 25, 2008.

	4.		AAM agrees to seek an expedited resolution with the International UAW to the strike called by the International UAW at AAM’s original facilities at 11:59 p.m. on February 25, 2008. GM shall have the right to cancel this agreement if it determines that an agreement with the UAW has not been reached in a timely manner by providing AAM with 3 days advance notice.

	5.		This agreement represents the entire agreement between the parties.


GENERAL MOTORS COPORATION		AMERICAN AXLE & MANUFACTURING, INC.

By	/s/ Troy A. Clarke Troy A. Clarke	By	/s/ David C. Dauch David C. Dauch
	President — GM North America		Executive Vice President &
			Chief Operating Officer

EXHIBIT 99.1

For Immediate Release

American Axle & Manufacturing Announces Contract
Ratification with the International UAW

Webcast and teleconference to discuss contract scheduled for 10:00 a.m. ET Wednesday, May 28, 2008.

Detroit, Michigan, May 23, 2008 — American Axle & Manufacturing Holdings, Inc. (AAM), which is traded as AXL on the NYSE, today announced that the tentative agreements with the 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 is pleased to announce the ratification of a new collective bargaining agreement with the International UAW,” said AAM Co-Founder, Chairman & CEO Richard E. Dauch. “This new contract provides AAM and its UAW-represented workforce the opportunity to transition through a most difficult period of structural change in the domestic automotive industry. We look forward to the prompt resumption of normal manufacturing operations at our original U.S. locations.”

AAM expects to have its plants running production during the week of May 26, 2008.

AAM will hold a 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. AAM’s Co-Founder, Chairman & CEO Richard E. Dauch and Group Vice President-Finance & CFO Michael K. Simonte will co-host the call. This briefing may be accessed via conference call or webcast.

To participate by phone, please dial:
(877) 278-1452 from the United States
(706) 643-3736 from outside the United States

Callers should ask to be connected to the American Axle & Manufacturing — UAW contract ratification.

AAM will broadcast the briefing for the general public via a live audio webcast that may be accessed through AAM’s investor web site at http://investor.aam.com.

A replay will be available from Noon ET on May 28, 2008 until 11:00 a.m. ET June 4, 2008. To listen to the replay please dial:

(800) 642-1687 from the United States
(706) 645-9291 from outside the United States
When prompted, callers should enter conference reservation number # 48672365.

The briefing audio will also be archived in the investor’s section of the AAM website for
one year.

AAM is a world leader in the manufacture, engineering, design and validation of driveline and drivetrain systems and related components and modules, chassis systems and metal-formed products for trucks, sport utility vehicles, passenger cars and crossover utility vehicles. In addition to locations in the United States (Michigan, New York, Ohio and Indiana), AAM also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea, Thailand and the United Kingdom.

Certain statements contained in this press release are forward-looking statements within the meaning provisions 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 AAM’s 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.

# # #

For more information...


Renee B. Rogers		Jamie M. Little
Manager, Corporate Communications		Director, Investor Relations
& Media Relations		(313) 758-4831
(313) 758-4882		jamie.little@aam.com
renee.rogers@aam.com

Or visit the AAM website at www.aam.com

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