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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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AMERICAN AXLE & MANUFACTURING HOLDINGS,
INC.
Common Stock
024061103
Year ending December 31, 2004
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
x Rule 13d-1 (c)
o 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 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).
| 13G | ||||||
| CUSIP No. 024061103 | ||||||
| 1. | Name of Reporting
Person: Sandra J. Dauch Gift Trust dated May 25, 1998 |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: N/A |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting
Power: 5,075,207 | |||||
| 6. | Shared Voting Power: 0 | |||||
| 7. | Sole Dispositive Power: 5,075,207 | |||||
| 8. | Shared Dispositive Power: 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
5,075,207 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 10.2% | |||||
| 12. | Type of Reporting Person: OO | |||||
2
13G
| Item 1. | NAME OF ISSUER AND ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: | ||
| (a) | NAME OF ISSUER: | ||
| American Axle & Manufacturing Holdings, Inc., a Delaware corporation | |||
| (b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: | ||
| American Axle & Manufacturing Holdings,
Inc. One Dauch Drive, Detroit, Michigan, 48211-1198 |
|||
| Item 2. | PERSON FILING: | ||
| (a) | IDENTITY OF PERSON FILING: | ||
| Sandra J. Dauch Gift Trust dated May 25, 1998. | |||
| (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: | ||
| c/o American Axle & Manufacturing Holdings,
Inc. One Dauch Drive, Detroit, Michigan, 48211-1198 |
|||
| (c) | CITIZENSHIP: | ||
| N/A | |||
| (d) | TITLE OF CLASS OF SECURITIES: | ||
| Common Stock | |||
| (e) | CUSIP NUMBER: | ||
| 024061103 | |||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
3
13G
| 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 THE PERSON HAS: | ||
| (i) | SOLE POWER TO VOTE OR TO DIRECT THE VOTE: | ||
| See Item 5 of the Cover Page | |||
| (ii) | SHARED POWER TO VOTE OR TO DIRECT THE VOTE: | ||
| See Item 6 of the Cover Page | |||
| (iii) | SOLE POWER TO DISPOSE OR TO DIRECT THE 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 | |||
|
The Sandra J. Dauch Gift Trust dated May 25, 1998 beneficially owns 5,075,207 shares of common stock of American Axle & Manufacturing Holdings, Inc. as of 12/31/04. | |||
| Item 5. | Ownership of Five Percent or Less of a Class. | ||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. | |||
| 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 |
|||
4
13G
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.
| Date: | February 14, 2005 |
| By: | /s/ Patrick S. Lancaster |
| Signature of Reporting Person
Attorney in fact |
POWER OF ATTORNEY
Sandra J. Dauch, as trustee of the Sandra J. Dauch Gift Trust dated May 25, 1998 (“SJD Trust”),
hereby appoints Patrick S. Lancaster as attorney-in-fact with full power of substitution, to
prepare, execute and file any documents as such attorney-in-fact deems advisable on behalf of the
undersigned with respect to holdings of the SJD Trust of equity securities issued by American Axle &
Manufacturing Holdings, Inc. This Power of Attorney shall include, without limitation, reports to be filed
by the SJD Trust pursuant to Sections 13(d), 13(f) and 13(g) of the Securities Exchange Act of
1934.
This Power of Attorney has been executed as of the 17th day of
February, 2004.
| Sandra J. Dauch Gift Trust dated May 25, 1998 | |
| By: | /s/ Sandra J. Dauch |
| Sandra J. Dauch, Trustee | |
5