<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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
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 Michigan 48212
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
1/28/99
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
4. Issuer Name and Ticker or Trading Symbol
American Axle & Manufacturing Holdings, Inc. Symbol: AXL
5. Relationship of Reporting Person 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
6. If Amendment, Date of Original (Month/Day/Year)
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
5(b)(v).
<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Beneficially Owned
2. Amount 3. Ownership
of Secu- Form:
rities Direct 4. Nature of
Bene- (D) or Indirect
ficially Indirect Beneficial
Owned (I) Ownership
1. Title of Security (Instr. 4) (Instr. 5) (Instr. 5)
- ------------------------------ ------------- ------------ ----------------
<S> <C> <C> <C>
Common Stock 2,066,801.28(1) I By the Dauch
Annuity Trust
2001
Common Stock 704,577(1) I By the Dauch
Annuity Trust
2004
Common Stock 704,577(1) I By the Dauch
Annuity Trust
2007
Common Stock 46,929.72(2) I By the Sandra J.
Dauch Gift Trust
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<TABLE>
<CAPTION>
Table II--Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
2. Date Exercisable
and Expiration Date 3. Title and Amount of Securities Underlying Derivative
(Month/Day/Year) Security (Instr. 4)
---------------------- -----------------------------------------------------------
Date Amount or
1. Title of Derivative Exercis- Expiration Title Number of
Security (Instr. 4) able Date Shares
- ---------------------------------------------- ---------- ---------- ------------------------------------------- -----------
<S> <C> <C> <C> <C>
Employee Stock Option (right to buy) Immed. 10/30/07 Common Stock 4,135,149(1)
Employee Stock Option (right to buy) Immed. 10/30/07 Common Stock 1,378,383(1)
Employee Stock Option (right to buy) Immed. 10/30/07 Common Stock 1,378,383(1)
Employee Stock Option (right to buy) Immed. 10/29/09 Common Stock 123,618.36
Employee Stock Option (right to buy) (3) 10/29/09 Common Stock 1,236,183.63
Employee Stock Option (right to buy) (4) 10/29/09 Common Stock 494,473.45
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5. Ownership
Form of
Derivative
4. Conver- Security:
sion or Direct 6. Nature of
Exercise (D) or Indirect
Price of Indirect Beneficial
1. Title of Derivative Derivative (I) Ownership
Security (Instr. 4) Security (Instr. 5) (Instr. 5)
- ---------------------------------------------- ------------- ------------- --------------
<S> <C> <C> <C>
Employee Stock Option (right to buy) $.0002534 I By the Dauch Anuity
Trust 2001
Employee Stock Option (right to buy) $.0002534 I By the Dauch Anuity
Trust 2004
Employee Stock Option (right to buy) $.0002534 I By the Dauch Anuity
Trust 2007
Employee Stock Option (right to buy) $4.26 D
Employee Stock Option (right to buy) $4.26 D
Employee Stock Option (right to buy) $4.26 D
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Explanation of Responses:
(1) The reporting person disclaims beneficial ownership of these securities, and
this report shall not be deemed an admission that the reporting person is
the beneficial owner of such securities for purposes of Section 16 or for
any other purpose.
(2) These shares are held in trust for the benefit of Sandra J. Dauch. The
reporting persons spouse is trustee of the trust.
(3) On October 29, 1997, the reporting person was granted an option to purchase
1,236,183.63 shares of common stock. The option vests seven years from the
date of grant or in five equal annual installments beginning December 31,
1998, subject to the Company's satisfaction of certain performance criteria
each year. No options have vested under the performance plan.
(4) Options granted on October 29, 1997 vest in five equal installments
beginning on December 31, 1998. Options granted after December 31, 1997
vest in five equal annual installments beginning on December 31, 1999. No
options have been granted since October 29, 1997.
/s/ Richard E. Dauch 1/28/99
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**Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
