You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone else to provide you with different information. If anyone provides you with different information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any document incorporated by reference in this prospectus is accurate only as of the date on the front cover of the applicable documents or as specifically indicated in the document. Our business, financial condition, results of operations and prospectus may have changed since that date.

(the “SEC”). Unless the context otherwise requires, references in this prospectus to the “company,” “we,” “our,” and “us” shall mean collectively (i) American Axle & Manufacturing, Inc., or AAM Inc., a Delaware corporation, and its direct and indirect subsidiaries and (ii) American Axle & Manufacturing Holdings, Inc., or Holdings, or the issuer, a Delaware corporation and the direct parent corporation of AAM Inc.

ii

     Substantially all of our sales to GM are made pursuant to the LPCs. The LPCs have terms equal to the lives of the relevant vehicle programs or their respective derivatives, which typically run 6 to 12 years, and require us to remain competitive with respect to technology, design and quality. We have been successful in competing, and will continue to compete, for future GM business upon the termination of the LPCs or the CSA.

     We sell most of our products under long-term contracts with prices scheduled at the time the contracts are established. Some of our contracts require us to reduce our prices in subsequent years and most of our contracts allow us to adjust prices for engineering changes. Price reductions under long-term contracts are a common practice in the automotive industry. We do not believe that price reductionsChrysler, we have committed to our customers will have a material adverse impact on our future operating results because we intend to offset such price reductions through purchased material cost reductions and other productivity improvements.

     Sales to GM were $762.0 million in the first quarter of 2004 as compared to $805.7 million in the first quarter of 2003. Sales to GM represented approximately 80% of our total net sales in the first quarter of 2004 as compared to 83% in the first quarter of 2003 and 82% for the full-year 2003.

     We also supply driveline systems and other related components to DaimlerChrysler Corporation, or DaimlerChrysler, PACCAR Inc., Volvo Group, Ford Motor Company (“Ford”), Harley-Davidson and other original equipment manufacturers or OEMs,(“OEMs”) and Tier I supplier companies such as Delphi Corporation, New Venture Gear, Inc. and The Timken Company. Our sales to customers other than GM increased 13% to $190.8 million in the first quarter of 2004 as compared to $169.6 million in the first quarter of 2003. The growth in our sales to customers other than GM was primarily due to continued strong sales of our products supporting the Chrysler Group’s heavy-duty Dodge Ram full-size pickup trucks, or Dodge Ram program, as well as our 2003 launch of new driveshafts for the

Risks Related to the Notes

The indenture governing the notes doesprovide you with different information. If anyone provides you with different or inconsistent information, you should not contain any financial or operating covenants or restrictionsrely on the payment of dividends, the incurrence of indebtedness, transactions with affiliates, incurrence of liens or the issuance or repurchase of securities by us or any of our subsidiaries.it. We therefore may incur additional debt, including secured indebtedness that would be effectively senior to the notes, or indebtedness at the subsidiary level to which the notes would be structurally subordinated. We cannot assure you that we will be able to generate sufficient cash flow to pay the interest on our debt or that future working capital, borrowings or equity financing will be available to pay or refinance any such debt.

     The notes are our unsecured obligations, ranking equally in right of payment with all of our other existing and future unsecured, unsubordinated obligations. The notes are not secured bymaking an offer to sell these securities in any of our assets. Any future claims of secured lenders with respect to assets securing their loans will be prior to any claim ofjurisdiction where the holders of the notes with respect to those assets.

     A significant portion of our operations are conducted through our subsidiaries. As a result, our ability to service our debts, including our obligations under the notes and other obligations,offer or sale is dependent to some extent on the earnings of our subsidiaries and the payment of those earnings to us in the form of dividends, loans or advances and through repayment of loans or advances from us. Our subsidiaries are separate and distinct legal entities. AAM Inc., our principal operating subsidiary, will guarantee the notes on an unsecured, unsubordinated basis. Our subsidiaries have no obligation to pay any amounts due on the notes or to provide us with funds to meet our payment obligations on the notes, whether in the form of dividends, distributions, loans or other payments. In addition, any payment of dividends, loans or advances by our subsidiaries could be subject to statutory or contractual restrictions. Payments to us by our subsidiaries will also be contingent upon our subsidiaries’ earnings and business considerations. Our right to receive any assets of any of our subsidiaries upon our liquidation or reorganization, and therefore the right to the holders of the notes to participate in those assets, will be effectively subordinated to the claims of that subsidiary’s creditors, including trade creditors. Further, indebtedness under our senior revolving credit facility may be guaranteed in the future by certain of AAM Inc.’s subsidiaries and the claims of creditors of these subsidiaries will be effectively senior to claims of holders of the notes with respect to any such guarantees. See “Description of Certain Other Indebtedness.” In addition, even if we are a creditor of any of our subsidiaries, our right as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us.

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     A court could, under fraudulent conveyance laws, subordinate or void the guarantee of AAM Inc. if it foundnot permitted. You should assume that the guarantee was incurred with actual intent to hinder, delay or defraud creditors, or if the guarantor did not receive fair consideration reasonably equivalent in value for the guarantee and that the guarantor:

	•	was insolvent or rendered insolvent because of the guarantee;
	•	was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or
	•	intended to incur, or believed that it would incur, debts beyond the guarantor’s ability to pay at maturity.

AAM Inc. does not believe that the issuance of their guarantees will be a fraudulent conveyance because, among other things, AAM Inc. will receive benefits from this offering and the application of a portion of the proceeds from it. However, if a court were to void the guarantee of AAM Inc. as the result of a fraudulent conveyance by such guarantor or hold it unenforceable for any other reason, you would cease to have a claim against AAM Inc. based on its guarantee and would solely be a creditor of ours, as issuer of the notes.

The market price of the notes is expected to be significantly affected by the market price of our common stock. This may result in greater volatility in the trading value of the notes than would be expected for non-convertible debt securities we issue.

The notes are convertible into shares of our common stock only if specified conditions are met. If the specific conditions for conversion are not met, you will not be able to convert your notes, and you may not be able to receive the value of the common stock into which the notes would otherwise be convertible.

Holders of the notes are entitled to convert the notes into our common stock (or, at our election, cash or a combination of cash and common stock), among other circumstances, if the closing sale price of our common stock for at least 20 trading days in the 30 consecutive trading day period ending on the last trading day of a fiscal quarter exceeds 125% of the then accreted conversion price in effect on such last trading day. Until this contingency or another conversion contingency is met, the shares underlying the notes are not included in the calculation of our basic or diluted earnings per share. Should any of these contingencies be met, diluted earnings per share would be expected to decrease as a result of the inclusion of the underlying shares in our diluted earnings per share calculation. Volatility in our stock price could cause this common stock price condition to be met in one quarter and not in a subsequent quarter, increasing the volatility of our diluted earnings per share.

     Holders of notes may require us to purchase for cash all or a portion of their notes upon the occurrence of certain specific kinds of change in control events and on February 20, 2011, February 15, 2014 and February 15, 2019. As a result, upon a change of control or if we are otherwise required to purchase notes at the option of the holder, it is possible that we may not have sufficient funds at that time to make the required purchase of notes.

     We are a holding company and our cash flow depends on distributions to us from our subsidiaries, which may be restricted. Accordingly, our ability to purchase the notes at the option of the holder will depend on the ability of our subsidiaries to make distributions to us.

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In addition, the terms of any future indebtedness we incur may restrict our ability to purchase notes upon a change of control or if we are otherwise required to purchase notes at the option of the holder. If such indebtedness contained such a restriction, we would have to seek the consent of the lenders or repay those borrowings. If we were unable to obtain the necessary consent or unable to repay those borrowings, we would be unable to purchase the notes and, as a result, would be in default under the notes.

     The notes will be characterized as indebtedness for U.S. federal income tax purposes. Accordingly, you will be required to include, in your income, interest with respect to the notes.

     The notes will also be characterized as contingent payment debt instruments for U.S. federal income tax purposes, and will be subject to U.S. federal income tax regulations applicable to contingent payment debt instruments. Consequently, the notes will be treated as issued with original issue discount for United States federal income tax purposes, and you will be required to include such tax original issue discount in your income as it accrues. The amount of tax original issue discount required to be included by you in income for each year generally will be in excess of the payments and accruals on the notes for non-tax purposes (i.e., in excess of the stated semi-annual regular interest payments and accruals and any contingent interest payments) in that year.

You will recognize gain or loss on the sale, purchase by us at your option, exchange, conversion or redemption of a note in an amount equal to the difference between the amount realized, including the fair market value of any of our common stock received, and your adjusted tax basis in the note. Any gain recognized by you on the sale, purchase by us at your option, exchange, conversion or redemption of a note will be treated as ordinary interest income. A discussion of the United States federal income tax consequences of ownership of the notes is containedinformation appearing in this prospectus, under the heading “Material United States Federal Income Tax Considerations.”

     Thereprospectus supplement, or any documents incorporated by reference is no established public trading market for the notes. The notes originally issued in the private placement are eligible for trading on The Portal Market. However, notes sold pursuant to this prospectus will no longer be eligible for trading on The Portal Market. The notes will not be listed on any securities exchange or included in any automated quotation system. We cannot assure you that an active trading market for the notes will develop or, if such market develops, how liquid it will be.

     If a trading market does not develop or is not maintained, holdersaccurate only as of the notes may experience difficulty in reselling, or an inability to sell,date on the notes. If a market for the notes develops, any such market may be discontinued at any time. If a public trading market develops for the notes, future trading pricesfront cover of the notes will depend on many factors, including, without limitation, the price of our common stock into which the notes are convertible, prevailing interest rates, our operating results and the market for similar securities. Depending on the price of our common stock into which the notes are convertible, prevailing interest rates, the market for similar securities and other factors, including our financial condition, the notes may trade at a discount from their original principal amount.

Risks Relating to the Business

applicable document. Our operations are cyclical because they are directly related to domestic automotive production, which is itself cyclical and dependent on general economic conditions and other factors. Sales of axles and related driveline components for light trucks and SUVs represented approximately 94% of our sales in the first quarter of 2004 and approximately 94% of our sales in 2003. There can be no assurance that positive trends in sales of these vehicles, or that the increasing penetration of 4WD/ AWDs, as a percentage of these vehicles, will continue. A decrease in consumer demand for the models that generate the most sales for us, our failure to obtain sales orders

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The prices of the raw materials needed for our products may increase due to competitive factors or government regulations and we may be unable to pass these raw material price increases to our customers. In addition, we sell most of our products under long-term contracts with prices scheduled at the time the contracts are established. There is substantial and continuing pressure from our key customers, the major automotive companies, to reduce the number of outside suppliers and reduce costs. We believe that our ability to control costs, achieve productivity improvements and develop new products will be essential to remain competitive. There can be no assurance that we will be able to improve or maintain our profitability on product sales.

We are the principal supplier of driveline components to GM for its RWD light trucks and SUVs manufactured in North America, supplying substantially all of GM’s rear axle and front 4WD/ AWD axle requirements for these vehicle platforms. We sell products to GM under LPCs, which have terms equal to the lives of the relevant vehicle programs or their respective derivatives of typically 6 to 12 years. The LPCs establish pricing for products sold to GM and require us to remain competitive with respect to technology, design and quality. Substantially all of our sales to GM are made pursuant to the LPCs. Sales to GM were approximately 80% of our total net sales in the first quarter of 2004, 82% of our total net sales in 2003, 86% in 2002 and 87% in 2001. We will have to compete for future GM business, upon the termination of the LPCs. There can be no assurance that we will remain competitive with respect to technology, design and quality to GM’s reasonable satisfaction. Pricing negotiated with GM in future agreements may be more or less favorable than the LPCs and other currently applicable agreements. If we lose any significant portion of our sales to GM, or if GM significantly reduces its production of light trucks or SUVs, it would have a material adverse effect on our results of operations and financial condition. Disputes arising from any current or future agreements between GM and us could have a material adverse impact on our relations and our results of operations or financial condition. In addition, DaimlerChrysler accounted for approximately 12% of our total net sales in the first quarter of 2004 and 9% of our total net sales in 2003 and represents a significant portion of our non-GM business. If we lose a significant portion of our sales to DaimlerChrysler, it would have a material adverse effect on our results of operations and financial condition.

Because GM accounts for approximately 80% of our total net sales in the first quarter of 2004, future work stoppages at GM could materially and adversely affect our financial condition, results of operations and the conduct of our business. In the past, thereprospects may have been labor strikes against GM that have resulted in work stoppages at GM. We estimate that the work stoppage at GM during June and July of 1998 resulted in lost sales to us of approximately $188 million and lost operating income (including related start-up inefficiencies in our operations in August 1998) of approximately $71.2 million. We also estimate that work stoppages at GM resulted in lost sales to us of approximately $95 million in 1996 and $60 million in 1997. In addition, DaimlerChrysler accounted for approximately 12% of our total net sales in the first quarter of 2004 and represents a significant portion of our non-GM business that could also be adversely affected by future work stoppages.

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     Although we believe our relations with our unions are positive, there can be no assurance that future issues with our labor unions will be resolved favorably or that we will not experience a work stoppage that could adversely affect our business. We had not experienced any labor strikes from the time we commenced operations in 1994 through January 2004. However, at the expiration of our national collective bargaining agreement with the United Automobile, Aerospace and Agricultural Workers of America, or the UAW, on February 25, 2004, we

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PRICE RANGE OF THE COMMON STOCK

Our common stock has been trading publicly on the New York Stock Exchange under the symbol “AXL” since January 29, 1999. The table below set forth the range of quarterly high and low closing sales prices for our common stock on the New York Stock Exchange during the calendar quarters indicated.

On July 6, 2004, the closing sale price of our common stock on the New York Stock Exchange was $34.46 per share. As of June 30, 2004, there were approximately 472 stockholders of record of our common stock.

DIVIDEND POLICY

     No dividend was paid in the first quarter of 2004. On June 28, 2004, we paid a quarterly dividend of $0.15 per sharerefer to stockholders of record as of June 7, 2004.

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DESCRIPTION OF NOTES

     We issued $150,000,000 aggregate original principal amount of notes in a private placement on February 11, 2004. The notes were issued under the indenture dated as of February 11, 2004, between American Axle & Manufacturing Holdings, Inc., or Holdings, as issuer, American Axle & Manufacturing, Inc., or AAM Inc., as guarantor, and BNY Midwest Trust Company, as trustee. The notes constitute seniorthat governs the debt securities underas the indenture. As used in this description“indenture.” The indenture is subject to and governed by the Trust Indenture Act of notes, the words “our company,” “we,” “us,” “our” or “American Axle” refer only to American Axle & Manufacturing Holdings, Inc. and do not include any of our current or future subsidiaries. We have summarized the material provisions of the notes below.1939, as amended (the “TIA”).

General

     The notes are limited to $150,000,000 aggregate original principal amount. The notes will mature on February 15, 2024. The original principal amount of each note,debt securities purchased in any single transaction. Debt securities with similar variable terms but different interest rates, as well as debt securities with different variable terms, may be offered concurrently to different investors. Interest rates or formulas and other terms of debt securities are subject to change from time to time, but no such change will affect any Note already issued or as to which an offer to purchase has been accepted.

York, in time for the Trustee to make these payments in accordance with its normal procedures.

     Beginning February 15, 2011, the original principal amount of each note will commence increasing byimmediately preceding Business Day. If the rate of 2% per year to produce the accreted principal amount. The calculation of the accretion of principal will be on a semiannual bond equivalent basis, using a 360-day year composed of twelve 30-day months. On the maturity date of the notes, a holder will receive $1,295.26 for each $1,000 original principal amount of notes, which is the fully accreted principal amount of a note on such date.

     We believe, based on the advice of our tax counsel, that the notes will be treated as indebtedness for U.S. federal income tax purposes and will be subject to U.S. Treasury regulations governing contingent payment debt instruments. Under the indenture, we will agree, and by purchasing or holding the notes or a beneficial interest in the notes each holder and beneficial owner of the notes will be deemed to have agreed, among other things, for U.S. federal income tax purposes, to treat the notes as debt instruments that are subject to treasury regulations governing contingent payment debt instruments and, for purposes of those regulations, to treat the fair market valueMaturity Date of any shares of our common stock received upon any conversion of the notes asFloating Rate Note is not a contingent payment, and the discussion herein assumes that such treatment is correct. Under the contingent payment debt regulations, beneficial owners of notes will be required to accrue interest on the notes on a constant yield to maturity basis at a rate comparable to the rate at which we would borrow in a noncontingent, nonconvertible, fixed rate borrowing (subject to certain adjustments). We have determined this rate to be 4.58%, compounded semi-annually. It is likely that beneficial owners of notes will recognize taxable income in each year under these regulations significantly in excess of interest payments (including contingent interest payments) actually received during that year. See “Material United States Federal Income Tax Considerations.”

     Principal and cash interest, as the case may be, will cease to accrete or accrue, respectively, on a note upon its maturity, conversion, purchase by us at the option of a holder or redemption. We may not reissue a note that

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     Notes may be presented for conversion at the office of the conversion agent and for exchange or registration of transfer at the office of the registrar. The conversion agent and the registrar shall initially be the trustee. No service charge will be made for any registration of transfer or exchange of notes. However, we may require the holder to pay any tax, assessment or other governmental charge payable as a result of such transfer or exchange.

Guarantee

     AAM Inc. is guaranteeing our monetary obligations under the notes on an unsecured and unsubordinated basis. The notes will not be guaranteed by any other subsidiaries. AAM Inc. will irrevocably and unconditionally guarantee on an unsecured and unsubordinated basis the performance and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations of the issuer under the indenture and the notes, whether for payment ofBusiness Day, principal of, premium, if any, orand interest or liquidated damageson that Note will be paid on the notes, expenses, indemnificationnext Business Day, and no interest will accrue from and after the Maturity Date.

Rankingsame manner as if only one of the Notesapplicable interest rate bases applied. All percentages resulting from

     As of March 31, 2004, Holdings had consolidated debt of $571.3 million. Of this amount:

CD Rate cannot be determined as described above:

     For each $1,000 original principal amount of notes surrendered for conversion, a holder will receive 18.0421 shares of our common stock, which we refer to as the conversion rate. The conversion rate may be adjusted upon the occurrence of the events described below. A holder of a note otherwise entitled to a fractional share will receive cash equal to the applicable portion of the closing sale price of our common stock on the trading day immediately preceding the conversion date. Upon a conversion, we will have the option to deliver cash or a combination of cash and shares of our common stock for the notes surrendereddetermined as described below. The ability to surrender notes for conversion will expire at the close of business on February 14, 2024.

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     To convert a note, a holder must:

above:

following formula and expressed as a percentage:

     The indenture permits us to increaseglobal security in accordance with the conversion rateapplicable policies of the depositary as in effect from time to time.

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     For U.S. federal income tax purposes, adjustments Under those policies, we will make payments directly to the conversion rate (or failuresdepositary, or its nominee, and not to make such adjustments) that have the effect of increasing the holders’ proportionateany indirect holders who own beneficial interests in our assets or earnings may in some circumstances result inthe global security. An indirect holder’s right to those payments will be governed by the rules and practices of the depositary and its participants, as described under “What Is a taxable deemed distributionGlobal Security?”.

     If we are a party to a consolidation, mergerholder at his or binding share exchange or a transfer of all or substantially all of our assets, the right to convert a note into common stock may be changed into a right to convert it into the kind and amount of securities, cash or other assets of our company or another person which the holder would have received if the holder had converted the holder’s note immediately prior to the transaction.

Upon determining that the holders are or will be entitled to convert their notes into shares of common stock in accordance with these provisions, we will promptly issue a press release and use our reasonable efforts to post such information on our website or otherwise publicly disclose this information.

     Holders may surrender notes for conversion into shares of our common stock on any business day in any fiscal quarter, if, as of the last day of the preceding fiscal quarter, the closing sale price of our common stock for at least 20 trading days in a period of 30 consecutive trading days endingher address shown on the last trading day of such preceding fiscal quarter is more than 125% of the accreted conversion price per share of common stock on the last day of such preceding fiscal quarter. Once the foregoing condition is satisfied for any one quarter, then the notes will thereafter be convertible at any time at the option of the holder, through maturity. Upon a conversion, we will have the right to deliver cash or a combination of cash and common stock, as described below.

     The “accreted conversion price” per share of common stocktrustee’s records as of any day will equal the sum of the issue price of a note plus the accreted principal to that day divided by the then applicable conversion rate. The “closing sale price” of our common stock on any trading day means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices per share or, if more than one in either case, the average of the average bid and the average ask prices per share) on such date on the principal national securities exchange on which the common stock is listed or, if our common stock is not listed on a national securities exchange, as reported by the Nasdaq system or otherwise as provided in the indenture.

The conversion trigger price per share of our common stock in respect of each of the first 28 fiscal quarters following issuance of the notes is $69.28. This conversion trigger price reflects the accreted conversion price per share of common stock (excluding accrued cash interest, if any) multiplied by 125%. Thereafter, the accreted conversion price per share of common stock increases each fiscal quarter by the accreted principal for the quarter. The conversion trigger price per share for the fiscal quarter beginning January 1, 2024 is $89.52. The foregoing conversion trigger prices assume that no events have occurred that would require an adjustment to the conversion rate.

Holders may also surrender notes for conversion during any period in which the credit rating assigned to the notes by S&P is BB or lower and the credit rating assigned on the notes by Moody’s is Ba2 or lower. The notes will cease to be convertible pursuant to this paragraph during any period or periods in which the credit rating is increased above such level.

     A holder may surrender for conversion a note called for redemption at any time prior to the close of business on the second business day immediately precedingregular record date. We will make all payments of principal and premium, if any, by check at the redemption date, evenoffice of the applicable trustee in New York, New York and/or at other offices that may be specified in the prospectus supplement or term sheet or in a notice to holders, against surrender of the debt security.

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     If we are party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of our assets, a note may be surrendered for conversion at any timeindenture, and no interest will accrue on the payment amount from and after the original due date which is 15 days prior to the anticipated effective date of the transaction until the datenext day that is 15 days after the actual effective date of such transaction,a Business Day.

     Notwithstanding the foregoing, no notes may be surrendered for conversion pursuant to the previous paragraph, and no corporate transaction requiring an adjustment to the conversion price will be deemed to have occurred by reason of a merger, consolidation or other transaction effected with one of our affiliates for the purpose of changing our state of incorporationentirety to any other state within the United States or the District of Columbia.

     The notes will also be convertible upon the occurrence of certain distributions resulting in an adjustment to the conversion price as described above.

Contingent Cash Interest

     Subject to the accrual and record date provisions described below, we will pay contingent cash interest to the holders of the notes during any six-month period from February 16 to August 15 and from August 16 to February 15, commencing February 16, 2011, if the average trading price of a note for the five trading days ending on the third trading day immediately preceding the first day of the relevant six-month period equals 120% or more of the sum of the issue price, accreted principal, if any, and accrued cash interest, if any, for a note to the day immediately preceding the first day of the applicable six-month period. The contingent cash interest payable per note in respect of any six-month period in which contingent cash interest is payable will equal the annual rate of 0.25% of the average trading price of a note for the five trading day measurement period.

     Contingent cash interest, if any, will accrue and be payable to holders of notes as of the 15th day preceding the last day of the relevant six-month period. Such payments will be paid on the last day of the relevant six-month period. Principal will continue to accrete after February 15, 2011 at the yield to maturity whether or not contingent cash interest is paid.

     If the bid solicitation agent cannot reasonably obtain at least one bid for $2.5 million original principal amount of notes from a nationally recognized securities dealer or in our reasonable judgment the bid quotations are not indicative of the secondary market value of the notes, then the trading price of the note will equal (a) the then applicable conversion rate of the notes multiplied by (b) the average closing sale price of our common stock on the five trading days ending on such determination date.

     Upon determination that note holders will be entitled to receive contingent cash interest during a relevant six-month period, we will issue a press release and use our reasonable best efforts to post such information on our website or through such other public medium as we may use at that time.

     We may unilaterally increase the amount of contingent cash interest we may pay or pay interest or other amounts we are not obligated to pay, but we will have no obligation to do so.

Redemption of Notes at Our Option

     No sinking fund is provided for the notes. Prior to February 20, 2011, we cannot redeem the notes at our option. Beginning on February 20, 2011, we may redeem the notes for cash, in whole or in part at any time or

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entity, unless:

     If an event of default shall have happened and be continuing, either the trustee or the holders of not less than 25% in aggregate principal amount at maturity of the notes

Consolidation, Mergers or Sales of Assets

     The indenture provides that we and AAM Inc. may not consolidate with or merge into any person or convey, transfer or lease our properties and assets substantially as an entity to another person unless:

debt securities.

Modification

     The trustee and we may amend the indenture or, if we are in default, specifying such default.

affected thereby that would:

indenture by our company.

Governing Law

     The indenture, the notes and the guarantee are governed by, and construed in accordance with, the law of the State of New York.

Information Concerning the Trustee

     BNY Midwest Trust Company will be the trustee, registrar, paying agent and conversion agent under the indenture for the notes.

Book-Entry System

     The notes will be issued in thebook-entry form, of global securities without coupons held in fully registered book-entry form. DTC or its nominee, Cede & Co., is the sole registered holder of the notes for all purposes under the indenture. Owners of beneficial interests in the notes represented by the global securities hold their interests pursuant to the procedures and practices of DTC. As a result, beneficial interests in any such securities are shown on, and may only be transferred through, records maintained by DTC and its direct and indirect participants and any such interest may not be exchanged for certificated securities, except in limited circumstances. Owners of beneficial interests must exercise any rights in respect of their interests, including any right to convert or require purchase of their interests in the notes, in accordance with the procedures and practices of DTC. Beneficial owners will not be holders and will not be entitled to any rights under the global securities or the indenture. The

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Exchange of Global Securities

     Notes represented by a global securitythey will be exchangeable for certificated securities with the same terms only if:

issued:

Registration Rights

     In connection with the private placement of the notes on February 11, 2004, we entered into a registration rights agreement with the initial purchasers of the notes. In the registration rights agreement, we agreed to file, for the benefit of thechange does not require any vote by holders of the notesdebt warrants. This type of change is limited to clarifications and other changes that would not materially adversely affect the interests of holders of the debt warrants.

     Underany time prior to the terms30th calendar day prior to the Expiration Date, it shall not hold any GM Warrant Shares for more than 30 calendar days following such exercise (the “Disposal Period”); provided, however, that if GM (or any of its affiliates) is prohibited from selling all or any portion of the GM Warrant Shares pursuant to the registration rights agreement, we agreed to use our reasonable best efforts to keep the shelf registration statement of which this prospectus is a part effective until the earlier of (1) the sale of all outstanding registrable securities registered under this shelf registration statement and (2) the expirationprovisions of the holding period applicable to such securities held by persons that are not affiliates of American Axle under Rule 144(k) underWarrant Agreement during the Securities Act, or any successor provision, subject to certain permitted exceptions. We are permitted to suspendDisposal Period, then the use of this prospectus under certain circumstances relating to corporate developments, public filings with the SEC and similar events for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 120 days in any 12-month period.

     We have agreed to pay predetermined liquidated damages as described herein (“liquidated damages”) if the prospectus is unavailable for the periods in excess of those permitted above (referred to as a “registration default”). Such liquidated damages shall accrue until such failure to file or become effective or unavailability is cured at a rate per year equal to 0.25% for the first 90-day period after the occurrence of such event and 0.50% thereafter of the “applicable principal amount” thereof. So long as the unavailability continues, we will pay liquidated damages in cash on February 15 and August 15 of each year to the holders of record of the notes on the immediately preceding January 31 or July 30. When such registration default is cured, accrued and unpaid liquidated damages will be paid in cash to the record holder as of the date of such cure. The term “applicable principal amount” means, as of any date of determination, with respect to each $1,000 original principal amount of notes, the sum of the initial issue price of such notes plus accreted principal, if any, and any accrued cash interestDisposal Period with respect to such notes throughGM Warrant Shares will be extended by the length of time GM (or any of its affiliates) is prohibited from selling such dateGM Warrant Shares. GM and its affiliates will have no rights (including the right to vote in the election of determinationdirectors or if liquidated damages have accruedreceive dividends) with respect to a note that has been purchased or redeemed by us, such sum calculated as if such note was then outstanding.