Amended Statement of Ownership (sc 13g/a)
12 Febbraio 2013 - 11:09PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
Information to be included in statements filed
pursuant to Rules 13d-1(b), (c) and (d) and
amendments thereto filed pursuant to Rule 13d-2(b)
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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
024061103
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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Names of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
JB Investments
Management, LLC
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
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(b)
¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization:
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
367,254
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6.
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Shared Voting Power
None
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7.
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Sole Dispositive Power
367,254
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8.
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Shared Dispositive Power
None
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
367,254
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
Not applicable
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11.
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Percent of Class Represented by
Amount in Row (9)
0.5%
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12.
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Type of Reporting Person
CO
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2 of 8 Pages
No Exhibit Index
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1.
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Names of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Brian
Riley
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization:
United States of
America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
367,254
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6.
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Shared Voting Power
None
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7.
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Sole Dispositive Power
367,254
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8.
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Shared Dispositive Power
None
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
367,254
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
Not applicable
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11.
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Percent of Class Represented by
Amount in Row (9)
0.5%
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12.
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Type of Reporting Person
IN
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3 of 8 Pages
No Exhibit Index
CUSIP No. 024061103
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Item 1.
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(a)
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Name of Issuer
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American Axle & Manufacturing Holdings, Inc.
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(b)
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Address of Issuers Principal Executive Offices
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One Dauch Drive, Detroit, Michigan, 48211-1198
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Item 2.
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(a)
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Name of Persons Filing
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(1) JB Investments Management, LLC; (2) Brian Riley (the Reporting Persons)
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(b)
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Address of Principal Business Office or, if none, Residence
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(1) 355 Valley Park Road, Phoenixville, Pennsylvania 19460; (2) 355 Valley Park Road, Phoenixville, Pennsylvania 19460
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(c)
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Citizenship
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(1) Delaware; (2) United States of America
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(d)
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Title of Class of Securities
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Common Stock, par value $0.01 per share (Shares or Investor Common Stock)
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(e)
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CUSIP Number
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024061103
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act.
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(b)
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Bank as defined in section 3(a)(6) of the Act.
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(c)
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Insurance company as defined in section 3(a)(19) of the Act.
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940.
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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4 of 8 Pages
No Exhibit Index
CUSIP No. 024061103
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Item 4.
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Ownership
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(a)
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Amount beneficially owned
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JB Investments Management, LLC is the investment manager of certain funds that directly beneficially own the Shares. Brian Riley is the sole member of JB Investments
Management, LLC.
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As of December 31, 2012, each Reporting Person indirectly beneficially owned 367,254 Shares.
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(b)
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Percent of class
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As of December 31, 2012, each Reporting Person indirectly beneficially owned 0.5% of the outstanding Issuer Common Stock (based on 74,839,567 shares of Issuer Common
Stock outstanding as of February 6, 2013 as disclosed by the Company in its Annual Report on Form 10-K filed with the SEC on February 8, 2013).
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(c)
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Number of shares as to which each Reporting Person has as of the date of this Statement:
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(i)
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Sole power to vote or to direct voting
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367,254
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(ii)
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Shared power to vote or to direct voting
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None
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(iii)
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Sole power to dispose or to direct disposition
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367,254
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(iv)
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Shared power to dispose or to direct disposition
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None
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of
the class of securities, check the following
x
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Mr. Riley is the sole member of JB Investments Management, LLC.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not Applicable.
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5 of 8 Pages
No Exhibit Index
CUSIP No. 024061103
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group
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Not Applicable.
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Item 10.
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in
connection with a nomination under § 240.14a-11.
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6 of 8 Pages
No Exhibit Index
CUSIP No. 024061103
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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February 12, 2013
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Date
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JB INVESTMENTS MANAGEMENT, LLC
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By:
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/s/ Brian Riley
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Name:
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Brian Riley
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Its:
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Member
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/s/ Brian Riley
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Brian Riley
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7 of 8 Pages
No Exhibit Index
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