- Current report filing (8-K)
18 Settembre 2012 - 11:16PM
Edgar (US Regulatory)
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): September 17, 2012
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-14303
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38-3161171
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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One Dauch Drive,
Detroit, Michigan
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48211-1198
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(Address of principal executive offices)
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(zip code)
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Registrants telephone number, including area code (313) 758-2000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d2(b) under the Exchange Act (17 CFR 240.14d2(b))
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Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e4(c))
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SECTION 1 Registrants Business and Operations
Item 1.01.
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Entry into a Material Definitive Agreement.
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On September 17, 2012, in connection with the cash tender offer and consent solicitation (the Tender Offer) by American Axle & Manufacturing, Inc. (the Company) for
any and all of its outstanding $250 million aggregate principal amount of 5.25% Senior Notes due February 11, 2014 (the Notes), the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust
Company), as trustee (the Trustee), entered into a first supplemental indenture dated as of September 17, 2012 (the First Supplemental Indenture). On September 18, 2012 the Company accepted for payment and paid for
$137,833,000 aggregate principal amount of the Notes. The First Supplemental Indenture amends and supplements the indenture, dated as of February 11, 2004 (the Indenture), among the Company, American Axle & Manufacturing
Holdings, Inc., as guarantor, and the Trustee, pursuant to which the Notes were issued. The First Supplemental Indenture became operative on September 18, 2012 upon the acceptance and payment by the Company of all Notes tendered in the Tender
Offer before 5:00 p.m., September 17, 2012. The First Supplemental Indenture amends the Indenture to, among other things, eliminate most of the restrictive covenants and certain default provisions applicable to the Notes. A copy of the First
Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated by reference herein.
SECTION 9
Financial Statements and Exhibits
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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4.1
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First Supplemental Indenture, dated as of September 17, 2012, between American Axle & Manufacturing, Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to
BNY Midwest Trust Company), as trustee, related to the Companys 5.25% Senior Notes due February 11, 2014.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
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By:
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/s/ MICHAEL K. SIMONTE
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Name:
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Michael K. Simonte
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Title:
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Executive Vice President &
Chief Financial Officer (also in capacity of Chief Accounting Officer)
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Dated: September 18, 2012
INDEX TO EXHIBITS
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Exhibit No.
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Description
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4.1
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First Supplemental Indenture, dated as of September 17, 2012, between American Axle & Manufacturing, Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to
BNY Midwest Trust Company), as trustee, related to the Companys 5.25% Senior Notes due February 11, 2014.
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