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): July 29, 2009
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)
|
|
(I.R.S. Employer Identification Number) |
| |
|
|
| One Dauch Drive, Detroit, Michigan
|
|
48211-1198 |
|
|
|
|
| (Address of principal executive offices)
|
|
(zip code) |
(313) 758-2000
Registrant’s telephone number, including area code
Not Applicable
(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
SECTION 1 — Other Events
Item 1.01. Entry into a Material Definitive Agreement
On
July 29, 2009, American Axle & Manufacturing Holdings, Inc. (“Holdings”) and American Axle &
Manufacturing, Inc. (“AAM”) entered into an extension of
the Waiver and Amendment, dated as of June 29, 2009 (the “Waiver and
Amendment”) to the Credit Agreement dated as of January 9, 2004, as amended and restated as of
November 7, 2008 among Holdings, AAM, JPMorgan Chase Bank, N.A., as Administrative Agent (the
“Administrative Agent”) for the lenders party thereto (the “Lenders”), and J.P. Morgan Securities
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Bookrunners (as amended
and restated, the “Credit Agreement” and the facility thereunder the “Revolving Credit Facility”),
with the Administrative Agent and the Lenders party thereto (the
"Waiver Extension").
The Waiver Extension, among other things, extends the original waiver period termination date of
July 30, 2009 to August 20, 2009. The Waiver Extension continues to require AAM to maintain a
daily minimum liquidity of $100 million and can be terminated under certain circumstances,
including AAM’s inability to meet the minimum liquidity test for four consecutive business days or
the payment of interest during the extension period on AAM’s and Holdings’ outstanding notes.
Except for the foregoing, the Waiver and Amendment remains in full force and effect.
A copy of the Waiver Extension is attached as Exhibit 99.1 and is incorporated by reference. The
foregoing description is qualified in its entirety by reference to the full text of the Waiver
Extension.
SECTION 7 — Regulation FD
Item 7.01. Regulation FD
• AAM continues to have active discussions with its lenders regarding further modifications to
the Revolving Credit Facility. The extension of the waiver period is
a positive step in this process and provides
additional time for these discussions.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements about the Company’s plans,
projections, strategies or future performance. Such statements, made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, are based on our current
expectations, are inherently uncertain, are subject to risks and should be viewed with caution.
Actual results and experience may differ materially as a result of many factors, including but not
limited to: when post-bankruptcy General Motors Corporation (New GM) and post-bankruptcy Chrysler
(New Chrysler) resume production, production levels, production type of vehicles and whether we are
a supplier for those vehicles; to what extent New GM assumes our contracts with “Old” GM and
contract terms; our ability to maintain sufficient liquidity in light of the recent extended
production shutdowns by GM and Chrysler ; the terms of our contractual relationships with New GM
and New Chrysler post-bankruptcy ; the ability of GM to comply with the terms of the Secured Term
Loan Facility provided by the U. S. Treasury and any other applicable requirements of the Troubled
Asset Relief Program (TARP); the impact on our
business of requirements imposed on, or actions taken by, any of our customers in response to TARP
or similar programs; global economic conditions; availability of financing for working capital,
capital expenditures, R&D or other general corporate purposes, including our ability to comply with
financial covenants and commercial agreements; our customers’(other than GM and Chrysler) and
suppliers’ availability of financing for working capital, capital expenditures, R&D and other
general corporate purposes; reduced purchases of our products by New GM, New Chrysler or other
customers; reduced demand for our customers’ products (particularly light trucks and SUVs produced
by GM and Chrysler); changes in liabilities arising from pension and other postretirement benefit
obligations; our ability to achieve cost reductions through ongoing restructuring actions;
additional restructuring actions that may occur; our ability to achieve the level of cost
reductions required to sustain global cost competitiveness; our ability to maintain satisfactory
labor relations and avoid future work stoppages; our suppliers’ ability to maintain satisfactory
labor relations and avoid work stoppages; our customers’ and their suppliers’ ability to maintain
satisfactory labor relations and avoid work stoppages; our ability to improve our U.S. labor cost
structure; supply shortages or price increases in raw materials, utilities or other operating
supplies; our ability or our customers’ and suppliers’ ability to successfully launch new product
programs on a timely basis; our ability to realize the expected revenues from our new and
incremental business backlog; our ability to attract new customers and programs for new products;
our ability to develop and produce new products that reflect market demand; lower-than-anticipated
market acceptance of new or existing products; our ability to respond to changes in technology,
increased competition or pricing pressures; continued or increased high prices for or reduced
availability of fuel; adverse changes in laws, government regulations or market conditions
affecting our products or our customers’ products (such as the Corporate Average Fuel Economy
regulations); adverse changes in economic conditions or the political stability of our principal
markets (particularly North America, Europe, South America and Asia); liabilities arising from
warranty claims, product liability and legal proceedings to which we are or may become a party;
risks of noncompliance with environmental regulations or risks of environmental issues that could
result in unforeseen costs at our facilities; our ability to attract and retain key associates;
other unanticipated events and conditions that may hinder our ability to compete.
It is not possible to foresee or identify all such factors and we make no commitment to update any
forward-looking statement or to disclose any facts, events or circumstances after the date hereof
that may affect the accuracy of any forward-looking statement.