-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Aus58Sq25MmupJS6I8cVgg4LsMJj1nx69vYDW+w0nVmLidjThPKU04o/JWYi6eCG 14wvRzntY4wtIS5peoyZJA== 0000950124-01-000878.txt : 20010223 0000950124-01-000878.hdr.sgml : 20010223 ACCESSION NUMBER: 0000950124-01-000878 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN AXLE & MANUFACTURING HOLDINGS INC CENTRAL INDEX KEY: 0001062231 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 383161171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-59781 FILM NUMBER: 1546310 BUSINESS ADDRESS: STREET 1: 1840 HOLBROOK AVENUE CITY: DETROIT STATE: MI ZIP: 48212 BUSINESS PHONE: 3139742000 MAIL ADDRESS: STREET 1: 1840 HOLBROOK AVENUE CITY: DETROIT STATE: MI ZIP: 48212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAUCH RICHARD E CENTRAL INDEX KEY: 0001045567 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] STATE OF INCORPORATION: CT FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1700 RATHMOR RD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2034815751 MAIL ADDRESS: STREET 1: C/O AMERICAN AXLE & MANUFACTURING STREET 2: HOLDINGS. INC. 1840 HOLBROOK AVE CITY: DETROIT STATE: MI ZIP: 48212 SC 13G 1 k59709sc13g.txt SCHEDULE 13G 1 SCHEDULE 13G (RULE 13d-102) Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___________)* AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 024061103 - -------------------------------------------------------------------------------- (CUSIP Number) Year Ended December 31, 2000 - -------------------------------------------------------------------------------- (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). 2 CUSIP NO. 024061103 13G PAGE 1 OF 4 PAGES - -------------------------------------------------------------------------------- 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Richard E. Dauch, individually and as trustee for each of Dauch Annuity Trust 2001, Dauch Annuity Trust 2004 and Dauch Annuity Trust 2007 - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of 5 Sole Voting Power Shares 8,248,366 ----------------------------------------------------- Beneficially 6 Shared Voting Power 0 Owned by ----------------------------------------------------- 7 Sole Dispositive Power Each 8,248,366 ----------------------------------------------------- Reporting 8 Shared Dispositive Power 0 Person With - -------------------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person 8,248,366 - -------------------------------------------------------------------------------- 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 11 Percent of Class Represented by Amount in Row (9) 18.5% - -------------------------------------------------------------------------------- 12 Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 3 ITEM 1. NAME OF ISSUER AND ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: (A) NAME OF ISSUER: This statement relates to the Common Stock, $0.01 par value per share (the "Common Stock"), of American Axle and Manufacturing Holdings, Inc., a Delaware corporation (the "Issuer"). (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES The address of the principal executive offices of the Issuer is: American Axle & Manufacturing Holdings, Inc. 1840 Holbrook Avenue, Detroit, Michigan, 48212-3488 ITEM 2. PERSON FILING: (A) IDENTITY OF PERSON FILING: This statement is being filed by: Richard E. Dauch individually and as trustee for the Dauch Annuity Trust 2001, the Dauch Annuity Trust 2004 and the Dauch Annuity Trust 2007. (B) ADDRESS OR PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: c/o American Axle & Manufacturing Holdings, Inc. 1840 Holbrook Avenue, Detroit, Michigan, 48212-3488 (C) CITIZENSHIP: Richard E. Dauch is a citizen of the United States (D) TITLE OF CLASS OF SECURITIES: This statement relates to the Issuer's Common Stock, $0.01 par value per share. (E) CUSIP NUMBER: 024061103 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C),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) If this statement is filed pursuant to Rule 13d-1(c), check this box. / /
4 ITEM 4. OWNERSHIP. (A) AMOUNT BENEFICIALLY OWNED: See Item 9 of Cover Page (B) PERCENT OF CLASS: See Item 11 of Cover Page (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (I) SOLE POWER TO VOTE OR DIRECT THE VOTE: See Item 5 of the Cover Page (II) SHARED POWER TO VOTE OR DIRECT THE VOTE: See Item 6 of the Cover Page (III) SOLE POWER TO DISPOSE OR TO DIRECT DISPOSITION OF: See Item 7 of the Cover Page (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: See Item 8 of the Cover Page Richard E. Dauch owns 1,400 shares of the issuer outright. Richard E. Dauch holds options exercisable within 60 days of 12/31/99 to acquire 988,947 shares of the issuer. Such shares have been included for the purpose of calculating beneficial ownership. Richard E. Dauch is trustee and beneficiary for Dauch Annuity Trust 2001 which owns 3,638,185 shares as at 12/31/00. Richard E. Dauch is trustee and beneficiary for Dauch Annuity Trust 2004 which owns 1,722,795 shares as at 12/31/00. Richard E. Dauch is trustee and beneficiary for Dauch Annuity Trust 2007 which owns 1,897,039 shares as at 12/31/00. In accordance with the provisions of the trust agreements, shares owned by the trusts may be distributed, from time to time, to Richard E. Dauch as beneficiary of the trusts. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. N/A ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. N/A ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. N/A ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. N/A ITEM 9. NOTICE OF DISSOLUTION OF GROUP. N/A ITEM 10. CERTIFICATION. (a) N/A (b) N/A.
5 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. /s/ Patrick S. Lancaster Dated: February 14, 2001 -------------------------------------------- Signature of Reporting Person Attorney in fact -----END PRIVACY-ENHANCED MESSAGE-----