SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____________)*
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
024061103
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
CUSIP No. 024061 10 3 13G Page 2 of 17 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Capital Partners II Merchant Banking Fund L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. SOLE VOTING POWER
18,985,786
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 7. SOLE DISPOSITIVE POWER
18,985,786
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,985,786
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / /
SHARES*
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
40.95%
12. TYPE OF REPORTING PERSON
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 024061 10 3 13G Page 3 of 17 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Offshore Capital Partners II L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
5. SOLE VOTING POWER
NUMBER OF SHARES 5,637,405
BENEFICIALLY OWNED BY 6. SHARED VOTING POWER
EACH REPORTING PERSON
WITH 0
7. SOLE DISPOSITIVE POWER
5,637,405
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,637,405
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / /
SHARES*
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.16%
12. TYPE OF REPORTING PERSON
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 749077103 13G Page 4 of 17 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Management Associates II L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. SOLE VOTING POWER
0
NUMBER OF SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH REPORTING 26,510,992
PERSON WITH
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
26,510,992
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,510,992
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / /
SHARES*
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
57.18%
12. TYPE OF REPORTING PERSON
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 749077103 13G Page 5 of 17 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter G. Peterson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 26,510,992
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
26,510,992
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,510,992
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / /
SHARES*
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
57.18%
12. TYPE OF REPORTING PERSON
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 749077103 13G Page 6 of 17 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen A. Schwarzman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 26,510,992
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
26,510,992
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,510,992
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / /
SHARES
*Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
57.18%
12. TYPE OF REPORTING PERSON
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1: Name and Address of Principal Executive Offices
(a) Name of Issuer: American Axle & Manufacturing Holdings, Inc.
(b) Address of Issuer's Principal Executive Offices: 1840 Holbrook
Avenue, Detroit, Michigan 48212
ITEM 2:
(a) Identity of Person Filing:
Blackstone Capital Partners II Merchant Banking Fund L.P.
Blackstone Offshore Capital Partners II L.P.
Blackstone Management Associates II L.L.C.
Peter G. Peterson
Stephen A. Schwarzman
(b) Address of Principal Business Office, or, if none, Residence:
c/o Blackstone Management Associates II L.L.C.
345 Park Avenue , New York, New York 10154
(c) Citizenship:
Blackstone Capital Partners II Merchant Banking Fund L.P. - Delaware
Blackstone Offshore Capital Partners II L.P. - Cayman Islands
Blackstone Management Associates II L.L.C. - Delaware
Peter G. Peterson - United States
Stephen A. Schwarzman - United States
(d) Title of Class of Securities
Common Stock, par value $.01 per share
(e) CUSIP Number
024061 10 3
ITEM 3: If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) / / Broker or dealer registered under Section 15 of the Exchange Act
(b) / / Bank as defined in Section 3(a)(6) of the Exchange Act
(c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act
(d) / / Investment company registered under Section 8 of the Investment
Company Act of 1940
(e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f) / / An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F)
(g) / / A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G)
(h) / / A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act
(i) / / A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act
(j)/ / Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
<PAGE>
ITEM 4: Ownership
(a) Amount Beneficially Owned:
Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware
limited partnership ("BCP II") is the record holder of 18,985,786 shares
of the identified class of securities and Blackstone Offshore Capital
Partners II L.P., a Cayman Islands exempted limited partnership ("BOCP
II") is the record holder of 5,637,405 shares of the identified class of
securities.
Blackstone Family Investment Partnership II L.P., a Delaware limited
partnership ("BFIP II") is the record holder of 1,877,801 shares of the
identified class of securities.
As the sole general partner of each of BCP II and BFIP II and the sole
investment general partner of BOCP II, Blackstone Management Associates
II L.L.C., a Delaware limited liability company ("BMA II") may be deemed
to be the beneficial owner of 26,510,992 shares of the identified
securities.
Messrs. Peter G. Peterson and Stephen A. Schwarzman are the founding
members of BMA II (the "Founding Members") and have the shared power to
vote or to direct the vote of, and to dispose or to direct the
disposition of, the shares of the identified class of securities that may
be deemed to be beneficially owned by BMA II. As a result, the Founding
Members may be deemed to beneficially own as a group the shares of the
identified class of securities that BMA II may be deemed to beneficially
own. The Founding Members do not affirm the existence of a group. Each
of the Founding Members may be deemed to beneficially own the shares of
the identified class of securities that BMA II may be deemed to
beneficially own, but they disclaim any such beneficial ownership except
to the extent of their individual pecuniary interest in such securities.
(b) Percent of Class:
See Item 11 of each cover page, which is based on Item 5 of each cover
page. See Item 4(a).
(c) Number of shares as to which each person has:
(i) sole power to vote or direct the vote
See Item 5 of each cover page.
(ii) shared power to vote or direct the vote
See Item 6 of each cover page.
(iii) sole power to dispose or to direct the disposition of
See Item 7 of each cover page.
(iv) shared power to dispose or to direct the disposition of
See Item 8 of each cover page.
ITEM 5: Ownership of Five Percent or Less of a Class
Not applicable.
<PAGE>
ITEM 6: Ownership of More than Five Percent on Behalf of Another Person
See Item 4(a) above.
ITEM 7: Identification and Classification of the Subsidiary Which
Acquired the Security Being
Reported on By the Parent Holding Company
Not applicable.
ITEM 8: Identification and Classification of Members of the Group
BMA II is the sole general partner of BCP II and BFIP II and the sole
investment general partner of BOCP II and therefore may be deemed to be
the beneficial owner of the securities held by such limited partnerships.
However, BMA II disclaims that it is a beneficial owner of such
securities, except to the extent of its pecuniary interest in such
securities. BCP II, BFIP II and BOCP II may be deemed to be a group in
relation to their respective investments in American Axle & Manufacturing
Holdings, Inc. BCP II, BFIP II and BOCP II do not affirm the existence
of a group.
The Founding Members may be deemed to be a group in relation to their
shared power to vote or to direct the vote of, and to dispose or to
direct the disposition of, the securities held, through BMA II, by BCP
II, BFIP II and BOCP II. The Founding Members do not affirm the
existence of a group.
ITEM 9: Notice of Dissolution of Group
Not applicable.
ITEM 10: Certification
Not applicable.
<PAGE>
SIGNATURE
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 correct.
BLACKSTONE CAPITAL PARTNERS
II MERCHANT BANKING FUND L.P.
By: Blackstone Management Associates II
L.L.C., general partner
By: ___________________________
Name:
Title:
Dated:
<PAGE>
SIGNATURE
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 correct.
BLACKSTONE OFFSHORE CAPITAL
PARTNERS II L.P.
By: Blackstone Management Associates
II L.L.C., general partner
By: ___________________________
Name:
Title:
Dated:
<PAGE>
SIGNATURE
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 correct.
BLACKSTONE MANAGEMENT ASSOCIATES
II L.L.C.
By: _____________________________
Name:
Title:
Dated:
<PAGE>
SIGNATURE
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 correct.
_______________________
PETER G. PETERSON
<PAGE>
SIGNATURE
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 correct.
____________________________
STEPHEN A. SCHWARZMAN
<PAGE>
EXHIBITS
Exhibit 1- Joint Filing Agreement and Power of Attorney.
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
We the signatories of the statement on Schedule 13G to
which this Agreement is attached, hereby agree that such statement is,
and any amendments thereto filed by any of us will be, filed on behalf of
each of us. Each of us hereby constitutes and appoints Stephen A.
Schwarzman as our true and lawful agent and attorney-in-fact with full
power of substitution and resubstitution, to prepare, execute and file
any such amendments, and any other documents that any such agent and
attorney-in-fact may consider advisable on Schedule 13G, on our behalf,
and hereby ratifies any such action by any such agent and
attorney-in-fact.
BLACKSTONE OFFSHORE CAPITAL PARTNERS
II L.P.
By: Blackstone Management Associates II
L.L.C., general partner
By: _________________________________
Name:
Title:
BLACKSTONE CAPITAL PARTNERS II
MERCHANT BANKING FUND L.P.
By: Blackstone Management Associates
II L.L.C., general partner
By: ______________________________
Name:
Title:
<PAGE>
BLACKSTONE MANAGEMENT ASSOCIATES
II L.L.C.
By: ___________________________
Name:
Title:
_______________________________
PETER G. PETERSON
