American Axle & Manufacturing Holdings, Inc. (Name of Issuer)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 0 SCHEDULE D Under the Securities Exchange Act of (Amendment No. ) American Axle & Manufacturing Holdings, Inc. (Name of Issuer) Common Stock, $0.0 par value per share (Title of class of securities) 00 (CUSIP Number) Eric Schondorf General Counsel c/o American Securities LLC Park Avenue, th Floor New York, NY --0 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December, 0 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule G to report the acquisition that is the subject of this Schedule D, and is filing this schedule because of Rules d-(e), d-(f) or d-(g), check the following box.

2 CUSIP No. 00 D Page NAME OF S ASP MD Investco L.P. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM (D) OR (E): AGGREGATE AMOUNT OWNED BY : CHECK BOX IF THE AGGREGATE AMOUNT IN ROW () EXCLUDES CERTAIN SHARES: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (): 0% () (see Item ) PN () Percent of Common Stock calculated based on,0,0 shares of Common Stock of the Issuer outstanding as of November, 0 (as disclosed by the Issuer in the Prospectus filed with the Commission pursuant to Rule (b)() on November, 0, supplementing the Registration Statement on Form S- (File No. -0), filed on March 0, 0.)

3 CUSIP No. 00 D Page NAME OF S American Securities Partners VI, L.P. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM (D) OR (E): AGGREGATE AMOUNT OWNED BY : CHECK BOX IF THE AGGREGATE AMOUNT IN ROW () EXCLUDES CERTAIN SHARES: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (): 0% () (see Item ) PN () Percent of Common Stock calculated based on,0,0 shares of Common Stock of the Issuer outstanding as of November, 0 (as disclosed by the Issuer in the Prospectus filed with the Commission pursuant to Rule (b)() on November, 0, supplementing the Registration Statement on Form S- (File No. -0), filed on March 0, 0.)

4 CUSIP No. 00 D Page NAME OF S American Securities Partners VI(B), L.P. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM (D) OR (E): AGGREGATE AMOUNT OWNED BY : CHECK BOX IF THE AGGREGATE AMOUNT IN ROW () EXCLUDES CERTAIN SHARES: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (): 0% () (see Item ) PN () Percent of Common Stock calculated based on,0,0 shares of Common Stock of the Issuer outstanding as of November, 0 (as disclosed by the Issuer in the Prospectus filed with the Commission pursuant to Rule (b)() on November, 0, supplementing the Registration Statement on Form S- (File No. -0), filed on March 0, 0.)

5 CUSIP No. 00 D Page NAME OF S American Securities Partners VI(C), L.P. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM (D) OR (E): AGGREGATE AMOUNT OWNED BY : CHECK BOX IF THE AGGREGATE AMOUNT IN ROW () EXCLUDES CERTAIN SHARES: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (): 0% () (see Item ) PN () Percent of Common Stock calculated based on,0,0 shares of Common Stock of the Issuer outstanding as of November, 0 (as disclosed by the Issuer in the Prospectus filed with the Commission pursuant to Rule (b)() on November, 0, supplementing the Registration Statement on Form S- (File No. -0), filed on March 0, 0.)

6 CUSIP No. 00 D Page NAME OF S American Securities Partners VI(D), L.P. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM (D) OR (E): AGGREGATE AMOUNT OWNED BY : CHECK BOX IF THE AGGREGATE AMOUNT IN ROW () EXCLUDES CERTAIN SHARES: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (): 0% () (see Item ) PN () Percent of Common Stock calculated based on,0,0 shares of Common Stock of the Issuer outstanding as of November, 0 (as disclosed by the Issuer in the Prospectus filed with the Commission pursuant to Rule (b)() on November, 0, supplementing the Registration Statement on Form S- (File No. -0), filed on March 0, 0.)

7 CUSIP No. 00 D Page NAME OF S American Securities Associates VI, LLC CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM (D) OR (E): AGGREGATE AMOUNT OWNED BY : CHECK BOX IF THE AGGREGATE AMOUNT IN ROW () EXCLUDES CERTAIN SHARES: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (): 0% () (see Item ) () Percent of Common Stock calculated based on,0,0 shares of Common Stock of the Issuer outstanding as of November, 0 (as disclosed by the Issuer in the Prospectus filed with the Commission pursuant to Rule (b)() on November, 0, supplementing the Registration Statement on Form S- (File No. -0), filed on March 0, 0.)

8 CUSIP No. 00 D Page NAME OF S American Securities LLC CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM (D) OR (E): New York AGGREGATE AMOUNT OWNED BY : CHECK BOX IF THE AGGREGATE AMOUNT IN ROW () EXCLUDES CERTAIN SHARES: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (): 0% () (see Item ) ; IA () Percent of Common Stock calculated based on,0,0 shares of Common Stock of the Issuer outstanding as of November, 0 (as disclosed by the Issuer in the Prospectus filed with the Commission pursuant to Rule (b)() on November, 0, supplementing the Registration Statement on Form S- (File No. -0), filed on March 0, 0.)

9 This Amendment No. amends the Schedule D filed April, 0 (the Original Schedule D ) as amended by Amendment No. filed on November, 0 ( Amendment No. and together with the Original Schedule D, the Schedule D ) and is filed by (i) ASP MD Investco L.P., a limited partnership ( Investco ), (ii) American Securities Partners VI, L.P., a limited partnership, American Securities Partners VI(B), L.P., a limited partnership, American Securities Partners VI(C), L.P., a limited partnership, and American Securities Partners VI(D), L.P., a limited partnership (together, the owners of the limited partnership interests in Investco, the Sponsors ), (iii) American Securities Associates VI, LLC, a limited liability company ( GP ), the general partner of each Sponsor, and (iv) American Securities LLC ( ASLLC ), a New York limited liability company which provides investment advisory services to each Sponsor and the GP (each a Reporting Person and, collectively, the Reporting Persons ), with respect to the Common Stock, par value $0.0 per share (the Common Stock ), of American Axle & Manufacturing Holdings, Inc. (the Issuer ). Capitalized terms used in this Amendment No. but not defined shall have the meaning attributed to them in the Schedule D. The purpose of this Amendment No. is to reflect that on December, 0, ASP MD Investco L.P., sold,, shares of Common Stock and American Securities LLC sold,0 shares of Common Stock pursuant to Rule in standard broker-dealer transactions (collectively, the Sales ). Item. Interest in Securities of the Issuer. Item of the Schedule D is hereby amended and restated in its entirety as follows: (a) The responses of the Reporting Persons to Rows () through () of the cover pages of this Amendment No., as of December, 0, are incorporated herein by reference. As of December, 0 of the Scheduled Persons own any shares of Common Stock. (b) The responses of the Reporting Persons to (i) Rows () through () of the cover pages of this Amendment No. and (ii) Item (a) hereof, in each case, as of December, 0, are incorporated herein by reference. None of the Scheduled Persons own any shares of Common Stock. (c) In addition to the Sales described in this Amendment No., on November, 0, Investco sold,000,000 shares of Common Stock in a registered offering as described in Amendment No.. (d) Not applicable. (e) Not applicable. Item. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item of the Schedule D is hereby amended and supplemented as follows: Pursuant to the Stockholders Agreement, the Stockholders had the right to nominate directors to the Issuer s board of directors (the Board ) for so long as ASLLC and its controlled affiliates (other than any of ASLLC s portfolio companies) owned at least.% of the outstanding shares of Common Stock. As a result of the Sales, the beneficial ownership amount of Stockholders and any controlled affiliates of ASLLC has decreased to 0%. The Stockholders have thereby lost the right to nominate any directors to the Issuer s Board.

10 Item. Material to be Filed as Exhibits. Item of the Schedule D is hereby amended and restated as follows: Exhibit No. Exhibit Description Joint Filing Agreement, by and among the Reporting Persons, dated April, 0 (filed as Exhibit to the Issuer s Schedule D filed with the SEC on April, 0). Stockholders Agreement, dated as of April, 0, among the Issuer, ASLLC and Investco (filed as Exhibit. to the Issuer s Current Report on Form -K filed with the SEC on April, 0). Incorporated herein by reference.

11 SIGNATURES correct. 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 Dated: December, 0 ASP MD INVESTCO L.P. /s/ Michael G. Fisch Title: President AMERICAN SECURITIES PARTNERS VI, L.P. By: American Securities Associates VI, LLC, its general partner Title: Managing Member AMERICAN SECURITIES PARTNERS VI(B), L.P. By: American Securities Associates VI, LLC, its general partner Title: Managing Member AMERICAN SECURITIES PARTNERS VI(C), L.P. By: American Securities Associates VI, LLC, its general partner Title: Managing Member AMERICAN SECURITIES PARTNERS VI(D), L.P. By: American Securities Associates VI, LLC, its general partner Title: Managing Member AMERICAN SECURITIES ASSOCIATES VI, LLC Title: Managing Member AMERICAN SECURITIES LLC Title: President and Chief Executive Officer