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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 1, 1999
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001-14303
(Commission File Number)
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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 38-3161171
(State or incorporation) (I.R.S. Employer
Identification Number)
1840 Holbrook Avenue, Detroit, Michigan 48212
(Address of Registrant's principal executive office)
(313) 974-2000
(Registrant's telephone number)
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Item 2. Acquisition or Disposition of Assets
On April 1, 1999, American Axle & Manufacturing, Inc. ("American Axle"),
a wholly-owned subsidiary of American Axle & Manufacturing Holdings, Inc.
(the "Company"), completed the acquisition of (i) all of the outstanding
capital stock of Colfor Manufacturing, Inc., a Delaware corporation
("Colfor"), for $164 million in cash from Cerberus Automotive Group, L.L.C.
(the "Colfor Acquisition") and (ii) all of the outstanding capital stock of
MSP Industries Corporation, a Michigan corporation ("MSP"), for approximately
$58 million in cash from MSP's shareholders (the "MSP Acquisition"). The
source of funding for both the Colfor Acquisition and the MSP Acquisition was
the proceeds of American Axle's offering of its 9-3/4% senior subordinated
notes due 2009 which was completed on March 5, 1999.
Colfor specializes in machining and in precision cold, warm and hot
forgings, operating three manufacturing facilities in Ohio. MSP
manufactures precision forged powertrain, driveline, chassis and other
components for the automotive industry using cold and warm forging processes,
operating three facilities in Michigan. American Axle intends to continue
the current utilization of Colfor's and MSP's assets.
The closings of the Colfor Acquisition and the MSP Acquisition and other
aspects of the transactions were reported in American Axle's press release of
April 1, 1999, filed as an exhibit to this report on Form 8-K.
Forward-Looking Statements
The statements in this Form 8-K which are not historical facts contain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Words such as "expects," "intends," "plans," "projects," "believes,"
"estimates" and similar expressions are used to identify such forward-looking
statements. Any forward-looking statements are not guarantees of future
performance, involve significant risks and uncertainties and actual results
may vary materially from those in the forward-looking statements as a result
of various factors, including automotive industry cyclicality, reliance on
major customers, the continued availability of debt and equity financing,
dependence on key personnel, environmental regulations and proceedings,
reliance on single source suppliers, the highly competitive nature of the
automotive supply industry, general economic conditions (including
recessionary trends, inflation and interest rates) and the reliability and
efficiency of and hazards common to the Company's operating facilities.
Although the Company believes that its expectations regarding future
events are based on reasonable assumptions, it can give no assurance that
these are all the factors that could cause actual results to vary materially
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from the forward-looking statements or that its expectations regarding future
developments will prove to be correct.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit Number Title
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99.1 Press Release of American Axle, dated April 1, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
By: /s/ Gary J. Witosky
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Name: Gary J. Witosky
Title: Vice President - Finance
and Chief Financial Officer
Date: April 16, 1999
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Exhibit Index
Exhibit Number Title
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99.1 Press Release of American Axle, dated April 1, 1999
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Exhibit 99.1
For Immediate Release
American Axle & Manufacturing closes on
purchases of Colfor Manufacturing and MSP Industries
Detroit, Michigan, 4:03 p.m., April 1, 1999 -- American Axle & Manufacturing
(NYSE: AXL) announces the closing of its purchase of two forging companies,
Ohio-based Colfor Manufacturing and Michigan-based MSP Industries. American
Axle & Manufacturing (AAM) has purchased 100 percent of the issued and
outstanding stock of these two companies.
AAM is a world leader in the design, engineering and manufacture of driveline
systems, chassis systems and forged products for trucks, buses, sport utility
vehicles, and passenger cars. It is headquartered in Detroit, Michigan. In
addition to six locations in the United States (in Michigan and New York),
AAM has offices and facilities in Japan (Tokyo); Great Britain (Lancashire);
Germany (Ulm); and Scotland (Glasgow) and it is currently constructing a
manufacturing facility and business office in Mexico (Guanajuato). It
acquired Scotland-based driveline manufacturer Albion Automotive (Holdings)
Ltd. in October 1998.
With the closing of the Colfor and MSP purchases, AAM has further diversified
its customer base. On a pro forma basis, General Motors business will account
for approximately 85 percent of AAM's revenues, down from 96 percent just six
months ago.
"These two transactions will allow AAM to immediately expand its product
lines and improve its overall position in the North American market for
automotive forged products," said AAM Chairman, CEO & President Richard E.
Dauch. "In addition to diversifying our customer base, Colfor and MSP
increase our production capacity and improve our technological capabilities.
Finally, these transactions meet our key financial investment criteria."
Colfor Manufacturing specializes in machining and in precision cold, warm and
hot forgings. It operates three manufacturing facilities in Ohio -- in
Minerva, Malvern and Salem. Colfor complements AAM's product portfolio with
additional hypoid gears, axle shafts and input-output shafts for transfer
case applications. In addition to adding to AAM's current book of business
with Ford and GM, Colfor will add the following customers: Dana, GKN
Automotive, Borg-Warner Automotive, Linamar Corporation, Reese Products and
New Venture Gear. Colfor's 1998 revenues were $125 million.
Colfor President & Chief Operating Officer Alex Garcia said, "As a member of
the AAM family of companies, we look forward to incorporating our critical,
value-added machining operations into the larger organization's forged
product line to improve overall quality, productivity, technology, and
operating capabilities."
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MSP manufactures precision forged powertrain, driveline, chassis and other
components for the automotive industry using cold and warm forging processes.
It operates two manufacturing facilities in Oxford, Michigan and a third
facility in Centerline, Michigan. MSP adds to AAM's product line a variety of
transmission parts for platforms used in 30 passenger car and truck models,
as well as 50 drivetrain and transmission shaft components used in passenger
car and truck drivetrain systems. It diversifies AAM's customer base by
adding new customers such as Meritor and Simpson Industries. Its 1998
revenues were $56 million.
MSP President and Chief Operating Officer Robin Kendrick said, "We look
forward to combining MSP's technological capabilities, such as our
proprietary Closed Die Flashless Warm Forming Process, with AAM's high-
volume, high-quality production capabilities to create efficiencies that will
improve the organization's overall performance and ability to serve current
and future customers."
Certain statements contained in this press release which are not historical
facts contain forward-looking information with respect to the Company's
plans, projections or future performance, the occurrence of which involve
risks and uncertainties that could cause the Company's actual results or
plans to differ materially from those expected by the Company which include
risk factors described in the Company's prospectus dated January 28, 1999 and
filed with the Securities and Exchange Commission.
For more information, contact Patrick J. Paige, director, Corporate Relations
& Communications, at (313) 974-2948, or visit the AAM website at www.aam.com.
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