American Axle & Manufacturing Amends Stockholder Rights Plan
October 30 2009 - 8:00AM
PR Newswire (US)
DETROIT, Oct. 30 /PRNewswire-FirstCall/ -- American Axle &
Manufacturing Holdings, Inc. (AAM), which is traded as AXL on the
NYSE, announced today that AAM's Board of Directors has approved an
amended and restated Rights Plan to preserve the long-term value
and availability of AAM's net operating loss carryforwards ("NOLs")
and related tax benefits. AAM's ability to use its NOLs could be
substantially limited if AAM experiences an "ownership change" as
defined under Section 382 of the Internal Revenue Code and the
Treasury Regulations promulgated thereunder ("Section 382"). An
"ownership change" under Section 382 generally would occur if
"5-percent stockholders" collectively increase their aggregate
percentage ownership of AAM by more than 50 percentage points over
their respective lowest percentage of stock owned by such
stockholders over a rolling three-year period. While the adoption
of the Amended and Restated Rights Plan is intended to reduce and
minimize the risk of an "ownership change" within the meaning of
Section 382, it does not guarantee that such an ownership change
will not occur, and there can be no assurance to that effect.
Modifications to the Rights Plan include, among other things, a
reduction of the beneficial ownership threshold from 15% to 4.99%
of AAM's common stock and an expansion of the scope of the
definition of "Acquiring Person" to include persons and certain
groups that would be considered "5-percent stockholders" under
Section 382. The Amended and Restated Rights Plan exempts
stockholders who currently beneficially own 5% or more of AAM's
stock for so long as their ownership exceeds 5%, provided they do
not acquire an additional 0.5% or more of AAM's common stock. The
Amended and Restated Rights Plan will automatically expire on
September 15, 2013. In addition, beginning in 2011, AAM's Board of
Directors will review the Amended and Restated Rights Plan annually
in the first fiscal quarter to determine whether any of its
provisions are, or the Amended and Restated Rights Plan itself is,
no longer in the best interests of AAM, its stockholders and any
other relevant constituencies. Additional information regarding the
amended and restated rights plan will be contained in a Current
Report on Form 8-K that AAM is filing with the Securities and
Exchange Commission (the "SEC"). This filing will be available on
the SEC's Web site at http://www.sec.gov/. AAM is a world leader in
the manufacture, engineering, design and validation of driveline
and drivetrain systems and related components and modules, chassis
systems and metal-formed products for trucks, sport utility
vehicles, passenger cars and crossover utility vehicles. In
addition to locations in the United States (Michigan, New York,
Ohio and Indiana), AAM also has offices or facilities in Brazil,
China, Germany, India, Japan, Luxembourg, Mexico, Poland, South
Korea, Thailand and the United Kingdom. For more information...
Christopher M. Son David Tworek Director, Investor Relations and
Manager, Communications Corporate Communications (313) 758-4883
(313) 758-4814 Or visit the AAM website at http://www.aam.com/.
DATASOURCE: American Axle & Manufacturing Holdings, Inc.
CONTACT: Christopher M. Son, Director, Investor Relations and
Corporate Communications, +1-313-758-4814, ; David Tworek, Manager,
Communications, +1-313-758-4883, Web Site: http://www.aam.com/
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