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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
/ / Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Dauch Richard E.
(Last) (First) (Middle)
c/o American Axle & Manufacturing Holdings, Inc.
1840 Holbrook Avenue
(Street)
Detroit MI 48212
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
American Axle & Manfacturing Holdings, Inc.
AXL
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
4. Statement for Month/Year
2/99
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
/X/ Director /X/ 10% Owner
/X/ Officer (give title below) / / Other (specify below)
Chairman of the Board of Directors
Chief Executive Officer and President
7. Individual or Joint/Group Reporting (Check Applicable Line)
/X/ Form filed by One Reporting Person
/ / Form filed by More than One Reporting Person
* If the form is filed by more than one reporting person, see instruction
4(b)(v).
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<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
5. Amount
of Secu-
rities
4. Securities Acquired (A) Bene- 6. Ownership
2. Trans- 3. Trans- or Disposed of (D) ficially Form:
action action (Instr. 3, 4 and 5) Owned Direct 7. Nature of
Date Code ----------------------------- at End (D) or Indirect
(Month/ (Instr. 8) (A) of Month Indirect Beneficial
1. Title of Security Day/ ------------- Amount or Price (Instr. (I) Ownership
(Instr. 3) Year) Code V (D) 3 and 4) (Instr. 4) (Instr. 4)
- ----------------------------- ---------- ------ ----- ------------ --- ---------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 2/3/99 P 1,400 A $17.00
By the Dauch
Annuity Trust
Common Stock 2/15/99 J(1) 2,066,801 D N/A 0 I 2001
2/15/99 J(1) 2,066,801 A N/A
By the Dauch
Annuity Trust
Common Stock 2/15/99 J(1) 704,577 D N/A 0 I 2004
2/15/99 J(1) 704,577 A N/A
By the Dauch
Annuity Trust
Common Stock 2/15/99 J(1) 704,577 D N/A 0 I 2007
2/15/99 J(1) 704,577 A N/A 3,477,355 D
</TABLE>
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<TABLE>
<CAPTION>
Table II--Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
2. Conver- 5. Number of Deriv- 6. Date Exercisable
sion or 3. Trans- ative Securities and Expiration Date
Exercise action 4. Transac- Acquired (A) or (Month/Day/Year)
Price of Date tion Code Disposed of (D) ----------------------
Deriv- (Month/ (Instr. 8) (Instr. 3, 4, and 5) Date
1. Title of Derivative Security ative Day/ ------------- -------------------------- Exercis- Expiration
(Instr. 3) Security Year) Code V (A) (D) able Date
- ---------------------------------------- ----------- ---------- ------ ----- ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<CAPTION>
9. Number of 10. Ownership
Derivative Form of
Securities Derivative
7. Title and Amount of Underlying Benefi- Security:
Securities (Instr. 3 and 4) cially Direct 11. Nature of
---------------------------------------- 8. Price of Owned at (D) or Indirect
Amount or Derivative End of Indirect Beneficial
1. Title of Derivative Title Number of Security Month (I) Ownership
Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4)
- --------------------------- --------------------------- ----------- ------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
Explanation of Responses:
(1) These shares of stock have been loaned to the trustee of each trust by the
trust pursuant to a loan agreement dated February 15, 1999. The applicable
trust retains an indirect pecuniary interest in such securities.
/s/ Patrick S. Lancaster 3/10/99
- --------------------------------------- --------------------------
**Signature of Reporting Person Date
Attorney-in-fact
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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POWER OF ATTORNEY
Know all men by these presents that Richard E. Dauch does hereby make,
constitute and appoint Patrick S. Lancaster and Mike Simonte as true and lawful
attorneys-in-fact of the undersigned with full powers of substitution and
revocation, and each such attorney-in-fact may act independently, for and in the
name, place and stead of the undersigned (both in the undersigned's individual
capacity and in any other corporate or partnership capacity the undersigned is
otherwise authorized to sign), to execute and deliver such forms as may be
required to be filed from time to time with the Securities and Exchange
Commission with respect to any investments of Richard E. Dauch in the common
stock of American Axle & Manufacturing Holdings, Inc. (including any amendments
or supplements to any reports or schedules previously filed by such person)
pursuant to Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as
amended, including without limitation Schedules 13D and statements on Form 3,
Form 4 and Form 5.
/s/ Richard E. Dauch
Name: Richard E. Dauch
Dated as of January 27, 1999
STATE OF: Michigan
COUNTY OF: Wayne
On March 4, 1999, before me, the undersigned, a Notary Public of said
State, duly commissioned and sworn, personally appeared Richard E. Dauch, proved
to me on the basis of satisfactory evidence to be the person who executed the
within instrument in his individual capacity.
In witness whereof, I have hereunto set my hand and affixed by official
seal the day and year in this certificate first above written.
/s/ Janice A. Washo
--------------------
Notary Public
