Item 3.03 Material Modification to Rights of Security Holders
On October 30, 2009, American Axle & Manufacturing Holdings, Inc. (the "Company") entered into an Amended and Restated Rights Agreement between the Company and Computershare Trust Company, N.A., as rights agent (the "Rights Agreement"), in order to preserve the long-term value and availability of the Company's net operating loss carryforwards and related tax benefits.
The Rights Agreement, as amended, reduces the beneficial ownership threshold at which a person or group becomes an "Acquiring Person" under the Rights Agreement from 15% of the Company's then-outstanding shares of common stock, par value $0.01 per share ("Common Stock"), to 4.99% of the Company's then-outstanding shares of Common Stock. The Rights Agreement also, among other things, expands the scope of the definition of "Acquiring Person" to include persons or groups that would be considered "5-percent shareholders" under
Section 382 of the Internal Revenue Code of 1986, as amended, and the related treasury regulations promulgated thereunder. Additionally, the Rights Agreement exempts stockholders who currently beneficially own 5% or more of the Company's outstanding shares of Common Stock so long as their ownership continuously equals or exceeds 5% and provided that they do not acquire an additional 0.5% or more of the Company's outstanding shares of Common Stock.
The Rights Agreement will automatically expire on September 15, 2013. In addition, beginning in 2011, the Company's board of directors will review the Rights Agreement annually in the first fiscal quarter to determine whether any of its provisions are, or the Rights Agreement itself is, no longer in the best interests of the Company, its stockholders and any other relevant constituencies.
The Rights Agreement is attached as Exhibit 4.1 and is incorporated herein by reference. The foregoing description of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 29, 2009, the Board of Directors adopted the following amendment to the By-laws of American Axle & Manufacturing Holdings, Inc. (the "Company"):