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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*
Mathis B. G.
(Last) (First) (Middle)
c/o American Axle & Manufacturing Holdings, Inc.
1840 Holbrook Avenue
(Street)
Detroit MI 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.
AXL
5. Relationship of Reporting Person to Issuer (Check all applicable)
/X/ Director / / 10% Owner
/X/ Officer (give title below) / / Other (specify below)
Executive Vice President and Chief Administrative Officer
6. If Amendment, Date of Original (Month/Day/Year)
1/28/99
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).
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<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>
</TABLE>
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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)
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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) (1) 10/29/09 Common Stock 299,680.87
Employee Stock Option (right to buy) (2) 10/29/09 Common Stock 119,872.35
No
Employee Stock Option (right to buy) Immed. expiration Common Stock 548,355.00
Employee Stock Option (right to buy) Immed. 10/29/09 Common Stock 29,968.09
<CAPTION>
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) $4.26 D
Employee Stock Option (right to buy) $4.26 D
Employee Stock Option (right to buy) $.25 D
Employee Stock Option (right to buy) $4.26 D
</TABLE>
Explanation of Responses:
(1) On October 29, 1997, the reporting person was granted an option to purchase
299,680.87 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.
(2) Options granted on October 29, 1997 vest in five equal annual 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/ Patrick S. Lancaster 3/10/99
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**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 B.G. Mathis 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 B.G. Mathis 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/ B.G. Mathis
Name: B.G. Mathis
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 B.G. Mathis, 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 Washo
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Notary Public
