##### Table of Contents





As filed with the Securities and Exchange Commission on
    July 12, 2011
 Registration No.
   UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form S-3
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
      American Axle &
    Manufacturing, Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

One Dauch Drive

38-3138388(State or other jurisdiction
    of incorporation of organization)

Detroit, Michigan 48211(313) 758-2000

(I.R.S. employer
    Identification No.)(Address including zip code, and telephone number, including
    area code, of registrants principal executive offices)   American Axle &
    Manufacturing Holdings, Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

One Dauch Drive

38-3161171(State or other jurisdiction
    of incorporation or organization)

Detroit, Michigan 48211(313) 758-2000

(I.R.S. employer
    Identification No.)(Address including zip code, and telephone number, including
    area code, of registrants principal executive offices)   AAM International Holdings,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

One Dauch Drive

38-3439761(State or other jurisdiction
    of incorporation or organization)

Detroit, Michigan 48211
    (313) 758-2000

(I.R.S. Employer
    Identification No.)(Address, including zip code, and telephone number, including
    area code, of registrants principal executive offices)   AccuGear, Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

One Dauch Drive

26-3788013(State or other jurisdiction
    of incorporation or organization)

Detroit, Michigan 46818
    (313) 758-2000

(I.R.S. Employer
    Identification No.)(Address, including zip code, and telephone number, including
    area code, of registrants principal executive offices)   Colfor Manufacturing,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

One Dauch Drive

34-1834325(State or other jurisdiction
    of incorporation or organization)

Detroit, Michigan 48211
    (313) 758-2000

(I.R.S. Employer
    Identification No.)(Address, including zip code, and telephone number, including
    area code, of registrants principal executive offices)   DieTronik, Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

One Dauch Drive

26-3005324(State or other jurisdiction
    of incorporation or organization)

Detroit, Michigan 48211
    (313) 758-2000

(I.R.S. Employer
    Identification No.)(Address, including zip code, and telephone number, including
    area code, of registrants principal executive offices)   MSP Industries
    Corporation
 (Exact name of registrant as
    specified in its charter)
  Michigan

One Dauch Drive

38-2382767(State or other jurisdiction
    of incorporation or organization)

Detroit, Michigan 48211
    (313) 758-2000

(I.R.S. Employer
    Identification No.)(Address, including zip code, and telephone number, including
    area code, of registrants principal executive offices)   Oxford Forge, Inc.
 Exact name of registrant as
    specified in its charter)
  Delaware

One Dauch Drive

83-0500168(State or other jurisdiction
    of incorporation or organization)

Detroit, Michigan 48211(313) 758-2000

(I.R.S. Employer
    Identification No.)(Address, including zip code, and telephone number, including
    area code, of registrants principal executive offices)




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Steven R. Keyes
 American Axle & Manufacturing, Inc.
 One Dauch Drive
 Detroit, Michigan 48211
 (313) 758-2000
 (Name, address, including zip
    code, and telephone number, including area code, of agent for
    service for the registrants)
      Copies to:
  Lisa L. Jacobs, Esq.
 Shearman & Sterling LLP
 599 Lexington Avenue
 New York, New York 10022
 (212) 848-4000
      Approximate date of commencement of proposed sale to the
    public:
  o
  þ
  o
  o
  þ
  o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
  CALCULATION OF REGISTRATION FEE
  Proposed Maximum


Amount ofTitle of Each Class of


Amount to be


Aggregate


RegistrationSecurities to be Registered


Registered


Offering Price


FeeDebt Securities, Guarantees(2), Warrants to Purchase Debt
    Securities, Preferred Stock, Common Stock, Warrants to Purchase
    Common Stock,


(1)


(1)


(1)(3)   (1)
    An unspecified aggregate initial offering price or number of the
    securities of each identified class is being registered as may
    from time to time be offered at unspecified prices. Separate
    consideration may or may not be received for securities that are
    issuable on exercise, conversion or exchange of other
    securities. In accordance with Rules 456(b) and 457(r)
    under the Securities Act of 1933, as amended, the registrants
    are deferring payment of all of the registration fee and will
    pay the registration fee subsequently in advance or on a
    pay-as-you-go basis.(2)
    In accordance with Rule 457(n), no separate consideration will
    be received for the guarantees. AAM International Holdings,
    Inc., AccuGear, Inc., Colfor Manufacturing Inc., DieTronik,
    Inc., MSP Industries Corporation, Oxford Forge, Inc., and
    certain future subsidiaries may, jointly or severally, fully,
    irrevocably and unconditionally guarantee on an unsecured basis
    the debt securities of American Axle Manufacturing, Inc.(3)
    Pursuant to Rule 457(p), American Axle Manufacturing, Inc.
    and American Axle Manufacturing Holdings, Inc. previously paid
    registration fees for unsold securities in connection with
    Registration Statement No.
    333-162550,
    filed on
    Form S-3
    in December 2009 and declared effective. Details about the fees
    previously paid are set out below. Registration Statement No.
    333-162550
    is deregistered hereby.  No. 333-162550




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PROSPECTUS
 
  AMERICAN AXLE &
    MANUFACTURING, INC.
 AMERICAN AXLE &
    MANUFACTURING HOLDINGS, INC.
 AAM International Holdings,
    Inc.
 AccuGear, Inc.
 Colfor Manufacturing,
    Inc.
 DieTronik, Inc.
 MSP Industries
    Corporation
 Oxford Forge, Inc.
      Debt Securities
 Guarantees
 Warrants to Purchase Debt
    Securities
 Warrants to Purchase Common
    Stock
 Common Stock
 Preferred Stock
                Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or passed upon the adequacy or accuracy of this
    prospectus. Any representation to the contrary is a criminal
    offense.




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##### 



TABLE OF
    CONTENTS
   
 PageRISK FACTORS


1WHERE YOU CAN FIND MORE INFORMATION


1AMERICAN AXLE & MANUFACTURING


2USE OF PROCEEDS


2PROSPECTUS


2PROSPECTUS SUPPLEMENT OR TERM SHEET


3FORWARD-LOOKING STATEMENTS


3DESCRIPTION OF DEBT SECURITIES


5DESCRIPTION OF GUARANTEES


32DESCRIPTION OF DEBT WARRANTS


33DESCRIPTION OF WARRANTS TO PURCHASE COMMON
    STOCK


34DESCRIPTION OF COMMON STOCK


36DESCRIPTION OF PREFERRED STOCK


40SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY
    DEBT SECURITIES


43PLAN OF DISTRIBUTION


46LEGAL MATTERS


47EXPERTS


47EX-4.3EX-5.1EX-5.2EX-12.1EX-23.1EX-25.1      You should rely only on the information contained or
    incorporated by reference in this prospectus and in any
    accompanying prospectus supplement. No one has been authorized
    to provide you with different information.
  The securities are not being offered in any jurisdiction
    where the offer is not permitted.
  You should not assume that the information contained in or
    incorporated by reference in this prospectus or any prospectus
    supplement is accurate as of any date other than the date on the
    front of the documents.
 i




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RISK
    FACTORS    WHERE YOU
    CAN FIND MORE INFORMATION    1-800-SEC-0330
      
    Holdings annual report on
    Form 10-K
    for the fiscal year ended December 31, 2010 filed with the
    SEC on February 9, 2010 (including information specifically
    incorporated by reference into the annual report on
    Form 10-K
    from Holdings proxy statement on Schedule 14A filed
    with the SEC on March 21, 2011).
    Holdings quarterly report on
    Form 10-Q
    for the quarter ended March 31, 2011 filed with the SEC on
    April 29, 2011.
    Holdings current reports on
    Form 8-K
    filed with the SEC on January 7, 2011, February 8,
    2011 (excluding Item 2.02), May 4, 2011 and
    July 1, 2011.       48211-1198
 (313) 758-4814
   1




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##### Table of Contents



AMERICAN
    AXLE & MANUFACTURING         USE OF
    PROCEEDS   PROSPECTUS    
    debt securities (debt securities), which may be
    either senior (the senior securities) or
    subordinated (the subordinated securities),
    unsecured (unsecured debt securities) or secured
    (secured debt securities) guaranteed by Holdings
    and/or
    certain subsidiaries of AAM Inc. which may include AAM
    International Holdings, Inc., AccuGear, Inc., Colfor
    Manufacturing, Inc., DieTronik, Inc., MSP Industries Corporation
    and Oxford Forge, Inc. (collectively, the Subsidiary
    Guarantors, and, together with Holdings, the
    Guarantors);
    warrants to purchase debt securities (debt warrants);
    shares of the common stock of Holdings (common
    stock);
    shares of Holdings preferred stock (preferred
    stock); or
    warrants to purchase common stock of Holdings (common
    stock warrants, and the shares underlying such common
    stock warrants, the warrant shares).     2




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PROSPECTUS
    SUPPLEMENT OR TERM SHEET       FORWARD-LOOKING
    STATEMENTS      and/or
  
    global economic conditions;
    our ability to comply with the definitive terms and conditions
    of various commercial and financing arrangements with GM;
    reduced purchases of our products by GM, Chrysler or other
    customers; 3




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
    reduced demand for our customers products (particularly
    light trucks and SUVs produced by GM and Chrysler);
    availability of financing for working capital, capital
    expenditures, research and development (R&D) or
    other general corporate purposes, including our ability to
    comply with financial covenants;
    our customers and suppliers availability of
    financing for working capital, capital expenditures, R&D or
    other general corporate purposes;
    our ability to achieve cost reductions through ongoing
    restructuring actions;
    our ability to achieve the level of cost reductions required to
    sustain global cost competitiveness;
    our ability, our suppliers ability and our customers
    ability to avoid supply shortages as a result of recent events
    in Japan or otherwise;
    our ability to maintain satisfactory labor relations and avoid
    future work stoppages;
    our suppliers, our customers and their
    suppliers ability to maintain satisfactory labor relations
    and avoid work stoppages;
    additional restructuring actions that may occur;
    our ability to continue to implement improvements in our
    U.S. labor cost structure;
    supply shortages or price increases in raw materials, utilities
    or other operating supplies;
    our ability to consummate and integrate acquisitions and joint
    ventures;
    our ability or our customers and suppliers ability
    to successfully launch new product programs on a timely basis;
    our ability to realize the expected revenues from our new and
    incremental business backlog;
    our ability to attract new customers and programs for new
    products;
    our ability to develop and produce new products that reflect
    market demand;
    lower-than-anticipated
    market acceptance of new or existing products;
    our ability to respond to changes in technology, increased
    competition or pricing pressures;
    price volatility in, or reduced availability of, fuel;
    adverse changes in laws, government regulations or market
    conditions affecting our products or our customers
    products (such as the Corporate Average Fuel Economy
    regulations);
    risks inherent in our international operations (including
    adverse changes in the political stability, taxes and other law
    changes, potential disruption of production and supply, and
    currency rate fluctuations);
    liabilities arising from warranty claims, product recall,
    product liability and legal proceedings to which we are or may
    become a party;
    changes in liabilities arising from pension and other
    postretirement benefit obligations;
    risks of noncompliance with environmental regulations or risks
    of environmental issues that could result in unforeseen costs at
    our facilities;
    our ability to attract and retain key associates; and
    other unanticipated events and conditions that may hinder our
    ability to compete.   4




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DESCRIPTION
    OF DEBT SECURITIES          General
     5




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
    The title of the debt securities and whether the debt securities
    will be senior securities or subordinated securities.
    The total principal amount of the debt securities and any limit
    on the total principal amount of debt securities of the series.
    If not the principal amount of the debt securities, the portion
    of the principal amount payable upon acceleration of the
    maturity of the debt securities or how this portion will be
    determined.
    The date or dates, or how the date or dates will be determined
    or extended, when the principal of the debt securities will be
    payable.
    The interest rate or rates, which may be fixed or variable, that
    the debt securities will bear, if any, or how the rate or rates
    will be determined, the date or dates from which any interest
    will accrue or how the date or dates will be determined, the
    interest payment dates, any record dates for these payments and
    the basis upon which interest will be calculated if other than
    that of a
    360-day year
    of twelve
    30-day
    months.
    Any optional redemption provisions.
    Whether debt securities are secured and the terms of such
    security interests.
    Whether debt securities are not to be guaranteed by Holdings and
    any modifications to such guarantee.
    Whether debt securities are guaranteed by any Subsidiary
    Guarantors and any deletions from, modifications to, or
    additions to such guarantees, Events of Default or covenants
    with respect to such guarantees.
    Any sinking fund or other provisions that would obligate us to
    repurchase or otherwise redeem the debt securities.
    If other than registered debt securities, the form in which we
    will issue the debt securities; whether we will have the option
    of issuing debt securities in certificated form;
    whether we will have the option of issuing certificated debt
    securities in bearer form if we issue the securities outside the
    United States to
    non-U.S. persons;
    any restrictions on the offer, sale or delivery of bearer
    securities and the terms, if any, upon which bearer securities
    of the series may be exchanged for registered securities of the
    series and vice versa (if permitted by applicable laws and
    regulations).
    If other than U.S. dollars, the currency or currencies in
    which the debt securities are denominated
    and/or
    payable.
    Whether the amount of payments of principal, premium or
    interest, if any, on the debt securities will be determined with
    reference to an index, formula or other method (which could be
    based on one or more currencies, commodities, equity indices or
    other indices) and how these amounts will be determined.
    The place or places, if any, other than or in addition to The
    City of New York, of payment, transfer, conversion
    and/or
    exchange of the debt securities.
    If other than denominations of $1,000 or any integral multiple
    in the case of registered securities issued in certificated form
    and $5,000 in the case of bearer securities, the denominations
    in which the offered debt securities will be issued.
    The applicability of the provisions of Article Fourteen of
    the Indenture described under defeasance and any
    provisions in modification of, in addition to or in lieu of any
    of these provisions.
    Whether and under what circumstances we will pay additional
    amounts, as contemplated by Section 1011 of the Indenture,
    in respect of any tax, assessment or governmental charge and, if
    so, whether we will have the option to redeem the debt
    securities rather than pay the additional amounts (and the terms
    of this option).
    Whether the securities are subordinated and the terms of such
    subordination. 6




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
    Any provisions granting special rights to the holders of the
    debt securities upon the occurrence of specified events.
    Any changes or additions to the Events of Default or covenants
    contained in the Indenture.
    Whether the debt securities will be convertible into or
    exchangeable for any other securities and the applicable terms
    and conditions.
    Any other material terms of the debt securities and guarantees.                provided however provided further
   7




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Principal Financial Center
  Currency

Principal Financial CenterU.S. dollars
    Australian dollars
    Canadian dollars
    New Zealand dollars
    South African rand
    Swiss francs

The City of New York
    Sydney
    Toronto
    Auckland
    Johannesburg
    Zurich       Optional
    Redemption, Repayment and Repurchase
  360-day 30-day
  Adjusted Treasury Rate
  Comparable Treasury Issue
  Comparable Treasury Price
  Quotation Agent
  Reference Treasury Dealer
  Reference Treasury Dealer Quotations
   8




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Conversion
    and Exchange
    Issuance
    of Securities in Registered Form
  non-U.S. persons.
  Book-Entry Holders.
      Street Name Holders.
 9




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Legal Holders.
      Special Considerations for Indirect
    Holders.
  
    how it handles securities payments and notices,
    whether it imposes fees or charges,
    how it would handle a request for the holders consent, if
    ever required,
    whether and how you can instruct it to send you debt securities
    registered in your own name so you can be a holder, if that is
    permitted in the future for a particular series of debt
    securities,
    how it would exercise rights under the debt securities if there
    were a default or other event triggering the need for holders to
    act to protect their interests, and
    if the debt securities are in book-entry form, how the
    depositarys rules and procedures will affect these matters.  Interest
    and Interest Rates
  General
  and/or
   10




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Fixed
    Rate Notes
  360-day 30-day
    Original
    Issue Discount Notes
    Amortizing
    Notes
    Floating
    Rate Notes
    
    the CD Rate;
    the Commercial Paper Rate; 11




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
    LIBOR;
    EURIBOR;
    the Federal Funds Rate;
    the Prime Rate;
    the Treasury Rate;
    the CMT Rate;
    the Eleventh District Cost of Funds Rate; or
    another negotiated interest rate basis or formula.  and/or
        Change of Interest Rate.
  
    for Notes with interest that resets daily, each Business Day;
    for Notes (other than Treasury Rate Notes) with interest that
    resets weekly, Wednesday of each week;
    for Treasury Rate Notes with interest that resets weekly,
    Tuesday of each week;
    for Notes with interest that resets monthly, the third Wednesday
    of each month;
    for Notes with interest that resets quarterly, the third
    Wednesday of March, June, September and December of each year;
    for Notes with interest that resets semiannually, the third
    Wednesday of each of the two months of each year indicated in
    the applicable prospectus supplement or term sheet; and
    for Notes with interest that resets annually, the third
    Wednesday of the month of each year indicated in the applicable
    prospectus supplement or term sheet.   12




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Date Interest Rate Is Determined.
            Payment of Interest.
  
    for Notes with interest that resets daily, weekly or monthly, on
    the third Wednesday of each month;
    for Notes with interest payable quarterly, on the third
    Wednesday of March, June, September, and December of each year;
    for Notes with interest payable semiannually, on the third
    Wednesday of each of the two months specified in the applicable
    prospectus supplement or term sheet;
    for Notes with interest payable annually, on the third Wednesday
    of the month specified in the applicable prospectus supplement
    or term sheet (each of the above, with respect to Floating Rate
    Notes, an Interest Payment Date); and
    at maturity, redemption or repayment.       13




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CD Rate Notes.
    
    If the above rate is not published in H.15(519) by
    3:00 P.M., New York City time, on the Calculation Date, the
    CD Rate will be the rate on that Interest Determination Date for
    negotiable United States dollar certificates of deposit of the
    Index Maturity described in the prospectus supplement or term
    sheet as published in H.15 Daily Update, or such other
    recognized electronic source used for the purpose of displaying
    such rate, under the caption CDs (secondary market).
    If that rate is not published in H.15(519), H.15 Daily Update or
    another recognized electronic source by 3:00 P.M., New York
    City time, on the Calculation Date, then the calculation agent
    will determine the CD Rate to be the average of the secondary
    market offered rates as of 10:00 A.M., New York City time,
    on that Interest Determination Date, quoted by three leading
    nonbank dealers of negotiable U.S. dollar certificates of
    deposit in New York City (which may include an agent or its
    affiliates) for negotiable U.S. dollar certificates of
    deposit of major United States money-center banks with a
    remaining maturity closest to the Index Maturity in an amount
    that is representative for a single transaction in the market at
    that time described in the prospectus supplement or term sheet.
    The calculation agent will select the three dealers referred to
    above.
    If fewer than three dealers are quoting as mentioned above, the
    CD Rate will remain the CD Rate then in effect on that Interest
    Determination Date.  H.15(519)
  H.15 Daily Update http://www.federalreserve.gov/releases/h15/update,
  Commercial Paper Rate Notes.  The
    
    If the above rate is not published in H.15(519) by
    3:00 P.M., New York City time, on the Calculation Date, the
    Commercial Paper Rate will be the Money Market Yield of the rate
    on that Interest Determination Date for commercial paper having
    the Index Maturity described in the prospectus supplement or
    term sheet, as published in H.15 Daily Update, or such other
    recognized electronic source used for the purpose of displaying
    such rate, under the caption Commercial Paper 
    Nonfinancial. 14




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
    If that rate is not published in H.15(519), H.15 Daily Update or
    another recognized electronic source by 3:00 PM., New York
    City time, on the Calculation Date, then the calculation agent
    will determine the Commercial Paper Rate to be the Money Market
    Yield of the average of the offered rates of three leading
    dealers of U.S. dollar commercial paper in New York City
    (which may include an agent or its affiliates) as of
    11:00 A.M., New York City time, on that Interest
    Determination Date for commercial paper having the Index
    Maturity described in the prospectus supplement or term sheet
    placed for an industrial issuer whose bond rating is
    Aa, or the equivalent, from a nationally recognized
    statistical rating organization. The calculation agent will
    select the three dealers referred to above.
    If fewer than three dealers selected by the calculation agent
    are quoting as mentioned above, the Commercial Paper Rate will
    remain the Commercial Paper Rate then in effect on that Interest
    Determination Date.  Money Market Yield
  Money Market Yield =

D360360 − (D
    M)

100     LIBOR Notes.
    
    The calculation agent shall request the principal London offices
    of each of four major reference banks (which may include
    affiliates of the agents) in the London interbank market, as
    selected by the calculation agent to provide the calculation
    agent with its offered quotation for deposits in the designated
    LIBOR Currency for the period of the Index Maturity specified in
    the applicable pricing supplement or term sheet, commencing on
    the related Interest Reset Date, to prime banks in the London
    interbank market at approximately 11:00 a.m., London time,
    on such LIBOR Interest Determination Date and in a principal
    amount that is representative for a single transaction in the
    designated LIBOR Currency in such market at such time. If at
    least two such quotations are so provided, then LIBOR on such
    LIBOR Interest Determination Date will be the arithmetic mean
    calculated by the calculation agent of such quotations. If fewer
    than two such quotations are so provided, then LIBOR on such
    LIBOR Interest Determination Date will be the arithmetic mean
    calculated by the calculation agent of the rates quoted at
    approximately 11:00 a.m., in the applicable Principal
    Financial Center (as described above), on such LIBOR Interest
    Determination Date by three major banks (which may include
    affiliates of the agents) in such Principal Financial Center
    selected by the calculation agent for loans in the designated
    LIBOR Currency to leading European banks, having the Index
    Maturity specified in the applicable pricing supplement or term
    sheet and in a principal amount that is representative for a
    single transaction in the designated LIBOR Currency in such
    market at such time; provided, however, that if
    the banks so selected by the calculation agent are not quoting
    as mentioned in this sentence, LIBOR determined as of such LIBOR
    Interest Determination Date shall be LIBOR in effect on such
    LIBOR Interest Determination Date.  LIBOR Currency
  EURIBOR Notes.
 15




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
    EURIBOR will be determined on the basis of the rates, at
    approximately 11:00 A.M., Brussels time, on such EURIBOR
    Interest Determination Date, at which deposits of the following
    kind are offered to prime banks in the euro-zone interbank
    market by the principal euro-zone office of each of four major
    banks in that market selected by the calculation agent: euro
    deposits having such EURIBOR Index Maturity, beginning on such
    EURIBOR Interest Reset Date, and in a representative amount. The
    calculation agent will request that the principal euro-zone
    office of each of these banks provide a quotation of its rate.
    If at least two quotations are provided, EURIBOR for such
    EURIBOR Interest Determination Date will be the arithmetic mean
    of the quotations.
    If fewer than two quotations are provided as described above,
    EURIBOR for such EURIBOR Interest Determination Date will be the
    arithmetic mean of the rates for loans of the following kind to
    leading euro-zone banks quoted, at approximately
    11:00 A.M., Brussels time on that Interest Determination
    Date, by three major banks in the euro-zone selected by the
    calculation agent: loans of euro having such EURIBOR Index
    Maturity, beginning on such EURIBOR Interest Reset Date, and in
    an amount that is representative of a single transaction in euro
    in that market at the time.
    If fewer than three banks selected by the calculation agent are
    quoting as described above, EURIBOR for the new interest period
    will be EURIBOR in effect for the prior interest period. If the
    initial base rate has been in effect for the prior interest
    period, however, it will remain in effect for the new interest
    period.  Federal Funds Rate Notes.
  
    If Federal Funds (Effective) Rate is the specified Federal Funds
    Rate in the applicable pricing supplement or term sheet, the
    Federal Funds Rate as of the applicable Federal Funds Rate
    Interest Determination Date shall be the rate with respect to
    such date for United States dollar federal funds as published in
    H.15(519) opposite the caption Federal funds
    (effective), as such rate is displayed on Reuters on
    page FEDFUNDS1 (or any other page as may replace such page
    on such service) (Reuters Page FEDFUNDS1) under
    the heading EFFECT, or, if such rate is not so
    published by 3:00 P.M., New York City time, on the
    calculation date, the rate with respect to such Federal Funds
    Rate Interest Determination Date for United States dollar
    federal funds as published in H.15 Daily Update, or such other
    recognized electronic source used for the purpose of displaying
    such rate, under the caption Federal funds
    (effective).  
    The following procedure will be followed if Federal Funds
    (Effective) Rate is the specified Federal Funds Rate in
    the applicable pricing supplement or term sheet and such Federal
    Funds Rate cannot be determined as described above. The Federal
    Funds Rate with respect to such Federal Funds Rate Interest
    Determination Date shall be calculated by the calculation agent
    and will be the arithmetic mean of the rates for the last
    transaction in overnight United States dollar federal funds
    arranged by three leading brokers of U.S. dollar federal
    funds transactions in New York City (which may include the
    agents or their affiliates) selected by the calculation agent,
    prior to 9:00 A.M., New York City time, on the Business Day
    following such Federal Funds Rate Interest Determination Date;
    provided, however, that if the brokers so selected
    by the calculation agent are not quoting as mentioned in this
    sentence, the Federal Funds Rate determined as of such Federal
    Funds Rate Interest Determination Date will be the Federal Funds
    Rate in effect on such Federal Funds Rate Interest Determination
    Date.  
    If Federal Funds Open Rate is the specified Federal Funds Rate
    in the applicable pricing supplement or term sheet, the Federal
    Funds Rate as of the applicable Federal Funds Rate Interest
    Determination Date shall be the rate on such date under the
    heading Federal Funds for the relevant Index
    Maturity and opposite the 16




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caption Open as such rate is displayed on Reuters on
    page 5 (or any other page as may replace such page on such
    service) (Reuters Page 5), or, if such rate
    does not appear on Reuters Page 5 by 3:00 P.M., New
    York City time, on the calculation date, the Federal Funds Rate
    for the Federal Funds Rate Interest Determination Date will be
    the rate for that day displayed on FFPREBON Index page on
    Bloomberg L.P. (Bloomberg), which is the Fed Funds
    Opening Rate as reported by Prebon Yamane (or a successor) on
    Bloomberg.  
    The following procedure will be followed if Federal Funds
    Open Rate is the specified Federal Funds Rate in the
    applicable pricing supplement or term sheet and such Federal
    Funds Rate cannot be determined as described above. The Federal
    Funds Rate on such Federal Funds Rate Interest Determination
    Date shall be calculated by the calculation agent and will be
    the arithmetic mean of the rates for the last transaction in
    overnight United States dollar federal funds arranged by three
    leading brokers of United States dollar federal funds
    transactions in New York City (which may include the agents or
    their affiliates) selected by the calculation agent prior to
    9:00 A.M., New York City time, on such Federal Funds Rate
    Interest Determination Date; provided, however,
    that if the brokers so selected by the calculation agent are not
    quoting as mentioned in this sentence, the Federal Funds Rate
    determined as of such Federal Funds Rate Interest Determination
    Date will be the Federal Funds Rate in effect on such Federal
    Funds Rate Interest Determination Date.  
    If Federal Funds Target Rate is the specified Federal Funds Rate
    in the applicable pricing supplement or term sheet, the Federal
    Funds Rate as of the applicable Federal Funds Rate Interest
    Determination Date shall be the rate on such date as displayed
    on the FDTR Index page on Bloomberg. If such rate does not
    appear on the FDTR Index page on Bloomberg by 3:00 P.M.,
    New York City time, on the calculation date, the Federal Funds
    Rate for such Federal Funds Rate Interest Determination Date
    will be the rate for that day appearing on Reuters
    Page USFFTARGET= (or any other page as may replace such
    page on such service) (Reuters
    Page USFFTARGET=).  
    The following procedure will be followed if Federal Funds
    Target Rate is the specified Federal Funds Rate in the
    applicable pricing supplement or term sheet and such Federal
    Funds Rate cannot be determined as described above. The Federal
    Funds Rate on such Federal Funds Rate Interest Determination
    Date shall be calculated by the calculation agent and will be
    the arithmetic mean of the rates for the last transaction in
    overnight United States dollar federal funds arranged by three
    leading brokers of United States dollar federal funds
    transactions in New York City (which may include the agents or
    their affiliates) selected by the calculation agent prior to
    9:00 A.M., New York City time, on such Federal Funds Rate
    Interest Determination Date.  Prime Rate Notes.
    
    If the rate is not published in H.15(519), H.15 Daily Update or
    another recognized electronic source by 3:00 PM., New York
    City time, on the Calculation Date, then the calculation agent
    will determine the Prime Rate to be the average of the rates of
    interest publicly announced by each bank that appears on the
    Reuters Screen designated as US PRIME 1 Page as that
    banks prime rate or base lending rate in effect as of
    11:00 A.M., New York City time on that Interest
    Determination Date.
    If fewer than four rates appear on the Reuters Page US
    PRIME 1 on the Interest Determination Date, then the Prime Rate
    will be the average of the prime rates or base lending rates
    quoted (on the basis of the actual number of days in the year
    divided by a
    360-day
    year) as of the close of business on the Interest Determination
    Date by three major banks, which may include an agent or its
    affiliates, in the City of New York selected by the calculation
    agent.
    If the banks selected by the calculation agent are not quoting
    as mentioned above, the Prime Rate will remain the Prime Rate
    then in effect on the Interest Determination Date. 17




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Reuters Page US PRIME 1
  Treasury Rate Notes. provided, however
  bond equivalent yield
  bond equivalent yield =

D360360 − (D
    M)

100     CMT Rate Notes.
  
    If Reuters Page FRBCMT is the specified CMT
    Reuters Page in the applicable pricing supplement or term sheet,
    the CMT Rate on the CMT Rate Interest Determination Date shall
    be a percentage equal to the yield for United States Treasury
    securities at constant maturity having the Index
    Maturity specified in the applicable pricing supplement or term
    sheet as set forth in H.15(519) under the caption Treasury
    constant maturities, as such yield is displayed on Reuters
    (or any successor service) on page FRBCMT (or any other page as
    may replace such page on such service) (Reuters Page
    FRBCMT) for such CMT Rate Interest Determination Date.
    If such rate does not appear on Reuters Page FRBCMT, the
    CMT Rate on such CMT Rate Interest Determination Date shall be a
    percentage equal to the yield for United States Treasury
    securities at constant 18




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##### Table of Contents



maturity having the Index Maturity specified in the
    applicable pricing supplement or term sheet and for such CMT
    Rate Interest Determination Date as set forth in H.15(519) under
    the caption Treasury constant maturities.  
    If such rate does not appear in H.15(519), the CMT Rate on such
    CMT Rate Interest Determination Date shall be the rate for the
    period of the Index Maturity specified in the applicable pricing
    supplement or term sheet as may then be published by either the
    Federal Reserve Board or the United States Department of the
    Treasury that the calculation agent determines to be comparable
    to the rate that would otherwise have been published in
    H.15(519).
    If the Federal Reserve Board or the United States Department of
    the Treasury does not publish a yield on United States Treasury
    securities at constant maturity having the Index
    Maturity specified in the applicable pricing supplement or term
    sheet for such CMT Rate Interest Determination Date, the CMT
    Rate on such CMT Rate Interest Determination Date shall be
    calculated by the calculation agent and shall be a
    yield-to-maturity
    based on the arithmetic mean of the secondary market bid prices
    at approximately 3:30 P.M., New York City time, on such CMT
    Rate Interest Determination Date of three leading primary United
    States government securities dealers in New York City (which may
    include the agents or their affiliates) (each, a reference
    dealer) selected by the calculation agent from five such
    reference dealers selected by the calculation agent and
    eliminating the highest quotation (or, in the event of equality,
    one of the highest) and the lowest quotation (or, in the event
    of equality, one of the lowest) for United States Treasury
    securities with an original maturity equal to the Index Maturity
    specified in the applicable pricing supplement or term sheet, a
    remaining term to maturity no more than one year shorter than
    such Index Maturity and in a principal amount that is
    representative for a single transaction in such securities in
    such market at such time. If fewer than three prices are
    provided as requested, the CMT Rate on such CMT Rate Interest
    Determination Date shall be calculated by the calculation agent
    and shall be a
    yield-to-maturity
    based on the arithmetic mean of the secondary market bid prices
    as of approximately 3:30 P.M., New York City time, on such
    CMT Rate Interest Determination Date of three reference dealers
    selected by the calculation agent from five such reference
    dealers selected by the calculation agent and eliminating the
    highest quotation (or, in the event of equality, one of the
    highest) and the lowest quotation (or, in the event of equality,
    one of the lowest) for United States Treasury securities with an
    original maturity greater than the Index Maturity specified in
    the applicable pricing supplement or term sheet, a remaining
    term to maturity closest to such Index Maturity and in a
    principal amount that is representative for a single transaction
    in such securities in such market at such time. If two such
    United States Treasury securities with an original maturity
    greater than the Index Maturity specified in the applicable
    pricing supplement or term sheet have remaining terms to
    maturity equally close to such Index Maturity, the quotes for
    the treasury security with the shorter original term to maturity
    will be used. If fewer than five but more than two such prices
    are provided as requested, the CMT Rate on such CMT Rate
    Interest Determination Date shall be calculated by the
    calculation agent and shall be based on the arithmetic mean of
    the bid prices obtained and neither the highest nor the lowest
    of such quotations shall be eliminated; provided,
    however, that if fewer than three such prices are
    provided as requested, the CMT Rate determined as of such CMT
    Rate Interest Determination Date shall be the CMT Rate in effect
    on such CMT Rate Interest Determination Date.
    If Reuters Page FEDCMT is the specified CMT
    Reuters Page in the applicable pricing supplement or term sheet,
    the CMT Rate on the CMT Rate Interest Determination Date shall
    be a percentage equal to the one-week or one-month, as specified
    in the applicable pricing supplement or term sheet, average
    yield for United States Treasury securities at
    constant maturity having the Index Maturity
    specified in the applicable pricing supplement or term sheet as
    set forth in H.15(519) opposite the caption Treasury
    Constant Maturities, as such yield is displayed on Reuters
    on page FEDCMT (or any other page as may replace such page
    on such service) (Reuters Page FEDCMT) for the
    week or month, as applicable, ended immediately preceding the
    week or month, as applicable, in which such CMT Rate Interest
    Determination Date falls.
    If such rate does not appear on Reuters Page FEDCMT, the
    CMT Rate on such CMT Rate Interest Determination Date shall be a
    percentage equal to the one-week or one-month, as specified in
    the applicable pricing supplement or term sheet, average yield
    for United States Treasury securities at constant
    maturity 19




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##### Table of Contents



having the Index Maturity specified in the applicable pricing
    supplement or term sheet for the week or month, as applicable,
    preceding such CMT Rate Interest Determination Date as set forth
    in H.15(519) opposite the caption Treasury Constant
    Maturities.  
    If such rate does not appear in H.15(519), the CMT Rate on such
    CMT Rate Interest Determination Date shall be the one-week or
    one-month, as specified in the applicable pricing supplement or
    term sheet, average yield for United States Treasury securities
    at constant maturity having the Index Maturity
    specified in the applicable pricing supplement or term sheet as
    otherwise announced by the Federal Reserve Bank of New York
    for the week or month, as applicable, ended immediately
    preceding the week or month, as applicable, in which such CMT
    Rate Interest Determination Date falls.
    If the Federal Reserve Bank of New York does not publish a
    one-week or one-month, as specified in the applicable pricing
    supplement or term sheet, average yield on United States
    Treasury securities at constant maturity having the
    Index Maturity specified in the applicable pricing supplement or
    term sheet for the applicable week or month, the CMT Rate on
    such CMT Rate Interest Determination Date shall be calculated by
    the calculation agent and shall be a
    yield-to-maturity
    based on the arithmetic mean of the secondary market bid prices
    at approximately 3:30 P.M., New York City time, on such CMT
    Rate Interest Determination Date of three reference dealers
    selected by the calculation agent from five such reference
    dealers selected by the calculation agent and eliminating the
    highest quotation (or, in the event of equality, one of the
    highest) and the lowest quotation (or, in the event of equality,
    one of the lowest) for United States Treasury securities with an
    original maturity equal to the Index Maturity specified in the
    applicable pricing supplement or term sheet, a remaining term to
    maturity of no more than one year shorter than such Index
    Maturity and in a principal amount that is representative for a
    single transaction in such securities in such market at such
    time. If fewer than five but more than two such prices are
    provided as requested, the CMT Rate on such CMT Rate Interest
    Determination Date shall be the rate on the CMT Rate Interest
    Determination Date calculated by the calculation agent based on
    the arithmetic mean of the bid prices obtained and neither the
    highest nor the lowest of such quotation shall be eliminated. If
    fewer than three prices are provided as requested, the CMT Rate
    on such CMT Rate Interest Determination Date shall be calculated
    by the calculation agent and shall be a
    yield-to-maturity
    based on the arithmetic mean of the secondary market bid prices
    as of approximately 3:30 P.M., New York City time, on such
    CMT Rate Interest Determination Date of three reference dealers
    selected by the calculation agent from five such reference
    dealers selected by the calculation agent and eliminating the
    highest quotation (or, in the event of equality, one of the
    highest) and the lowest quotation (or, in the event of equality,
    one of the lowest) for United States Treasury securities with an
    original maturity longer than the Index Maturity specified in
    the applicable pricing supplement or term sheet, a remaining
    term to maturity closest to such Index Maturity and in a
    principal amount that is representative for a single transaction
    in such securities in such market at such time. If two United
    States Treasury securities with an original maturity greater
    than the Index Maturity specified in the applicable pricing
    supplement or term sheet have remaining terms to maturity
    equally close to such Index Maturity, the quotes for the
    Treasury security with the shorter original term to maturity
    will be used. If fewer than five but more than two such prices
    are provided as requested, the CMT Rate on such CMT Rate
    Interest Determination Date shall be the rate on the CMT Rate
    Interest Determination Date calculated by the calculation agent
    based on the arithmetic mean of the bid prices obtained and
    neither the highest nor lowest of such quotations shall be
    eliminated; provided, however, that if fewer than
    three such prices are provided as requested, the CMT Rate
    determined as of such CMT Rate Determination Date shall be the
    CMT Rate in effect on such CMT Rate Interest Determination Date.  Eleventh District Cost of Funds Rate
    Notes.
 20




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
    If the rate is not displayed on the relevant page as of
    11:00 A.M., San Francisco time, on the Calculation
    Date, then the Eleventh District Cost of Funds Rate will be the
    monthly weighted average cost of funds paid by member
    institutions of the Eleventh Federal Home Loan Bank District, as
    announced by the Federal Home Loan Bank of San Francisco,
    as the cost of funds for the calendar month preceding the date
    of announcement.
    If no announcement was made relating to the calendar month
    preceding the Interest Determination Date, the Eleventh District
    Cost of Funds Rate will remain the Eleventh District Cost of
    Funds Rate then in effect on the Interest Determination Date.  Indexed
    Notes
      Renewable
    Notes
       21




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Extendible
    Notes
      and/or and/or
      provided however
    Global
    Securities
  What Is a Global Security?
   22




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##### Table of Contents



Special Considerations for Global
    Securities.
    
    An investor cannot cause the debt securities to be registered in
    his or her name, and cannot obtain certificates for his or her
    interest in the debt securities, except in the special
    situations we describe below.
    An investor will be an indirect holder and must look to his or
    her own bank or broker for payments on the debt securities and
    protection of his or her legal rights relating to the debt
    securities, as we describe under Issuance of Securities in
    Registered Form above.
    An investor may not be able to sell interests in the debt
    securities to some insurance companies and other institutions
    that are required by law to own their securities in
    non-book-entry form.
    An investor may not be able to pledge his or her interest in a
    global security in circumstances where certificates representing
    the debt securities must be delivered to the lender or other
    beneficiary of the pledge in order for the pledge to be
    effective.
    The depositarys policies, which may change from time to
    time, will govern payments, transfers, exchanges and other
    matters relating to an investors interest in a global
    security. We and the trustee have no responsibility for any
    aspect of the depositarys actions or for its records of
    ownership interests in a global security. We and the trustee
    also do not supervise the depositary in any way.
    If we redeem less than all the debt securities of a particular
    series being redeemed, DTCs practice is to determine by
    lot the amount to be redeemed from each of its participants
    holding that series.
    An investor is required to give notice of exercise of any option
    to elect repayment of its debt securities, through its
    participant, to the applicable trustee and to deliver the
    related debt securities by causing its participant to transfer
    its interest in those debt securities, on DTCs records, to
    the applicable trustee.
    DTC requires that those who purchase and sell interests in a
    global security deposited in its book-entry system use
    immediately available funds. Your broker or bank may also
    require you to use immediately available funds when purchasing
    or selling interests in a global security.
    Financial institutions that participate in the depositarys
    book-entry system, and through which an investor holds its
    interest in a global security, may also have their own policies
    affecting payments, notices and other matters relating to the
    debt securities. There may be more than one financial
    intermediary in the chain of ownership for an investor. We do
    not monitor and are not responsible for the actions of any of
    those intermediaries.  Special Situations When a Global Security Will Be
    Terminated.
 23




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##### Table of Contents




    if the depositary notifies us that it is unwilling, unable or no
    longer qualified to continue as depositary for that global
    security, and we do not appoint another institution to act as
    depositary within 60 days,
    if we notify the trustee that we wish to terminate that global
    security, or
    if an event of default has occurred with regard to the debt
    securities represented by that global security and has not been
    cured or waived; we discuss defaults later under Events of
    Default.    Payment
    and Paying Agents
    Payments on Global Securities.
  Payments on Certificated Securities. and/or
    Payment When Offices Are Closed.
 24




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##### Table of Contents



Material
    Covenants
  Consolidation, Merger, Sale or Conveyance.
  
    the successor or transferee entity, if other than AAM Inc. or
    Holdings, as the case may be, is a corporation organized and
    existing under the laws of the United States, any state thereof
    or the District of Columbia and expressly assumes by a
    supplemental indenture executed and delivered to the trustee, in
    form reasonably satisfactory to the trustee, the due and
    punctual payment of the principal of, any premium on and any
    interest on, all the outstanding debt securities and the
    performance of every covenant and obligation in the Indenture to
    be performed or observed by AAM Inc. or Holdings, as the case
    may be;
    immediately after giving effect to the transaction, no Event of
    Default, as defined in the Indenture, and no event which, after
    notice or lapse of time or both, would become an Event of
    Default, has happened and is continuing; and
    AAM Inc. or Holdings, as the case may be, has delivered to the
    trustee an officers certificate and an opinion of counsel,
    each in the form required by the Indenture and stating that such
    consolidation, merger, conveyance, transfer or lease and, if a
    supplemental indenture is required in connection with such
    transaction, such supplemental indenture comply with the
    foregoing provisions relating to such transaction.    Limitation on Liens.
      provided
      provided
   25




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##### Table of Contents



provided
    Consolidated Tangible Assets
  Consolidated Current Liabilities
  Consolidated Net Tangible Assets
  GAAP
  Mortgage
  Operating Property
  Person
  Restricted Subsidiary
 26




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##### Table of Contents



Sale and Leaseback Transaction
  Subsidiary
  Limitation on Sale and Leaseback
    Transactions.
            Attributable Debt
  Funded Debt
 27




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Events of
    Default
            provided
    Regulation S-X
    
    if an event of default described in clause (a), (b), (c),
    (d) or (e) above has occurred and is continuing,
    either the trustee or the holders of not less than 25% in
    aggregate principal amount of the debt securities may declare
    the principal amount of the debt securities then outstanding,
    and any accrued and unpaid interest through the date of such
    declaration, to be due and payable immediately;
    upon certain conditions such declarations may be annulled and
    past defaults (except for defaults in the payment of principal
    of, any premium on or interest on, the debt securities and in
    compliance with certain covenants) may be waived by the holders
    of a majority in aggregate principal amount of the debt
    securities then outstanding; and
    if an event of default described in clause (f) occurs and
    is continuing, then the principal amount of all debt securities
    issued under the Indenture and then outstanding, together with
    any accrued interest through the
    occurrence of such event, shall become and be due and payable
    immediately, without any declaration or other act by the trustee
    or any other holder.  provided
 28




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##### Table of Contents




    such holder has given the trustee written notice of a continuing
    event of default with respect to the debt securities;
    the holders of not less than 25% in aggregate principal amount
    of the debt securities then outstanding have requested the
    trustee to institute proceedings in respect of such event of
    default;
    such holder or holders have offered the trustee such reasonable
    indemnity as the trustee may require;
    the trustee has failed to institute an action for 60 days
    thereafter; and
    no inconsistent direction has been given to the trustee during
    such 60-day
    period by the holders of a majority in aggregate principal
    amount of debt securities.      Modification
    of the Indenture
    
    to evidence the succession of another corporation to our
    company, and the assumption by such successor of our obligations
    under the Indenture and the debt securities;
    to add covenants of our company, or surrender any rights of the
    company, or add any rights for the benefit of the holders of
    debt securities;
    to cure any ambiguity, omission, defect or inconsistency in such
    Indenture;
    to add any guarantors with respect to the securities of any
    series;
    to establish the form or terms of any other series of debt
    securities, including the form or terms of any Subsidiary
    Guarantors guarantee of the securities
    and/or the
    provisions and procedures relating to securities convertible
    into or exchangeable for any securities of any Person, including
    the Company or Holdings;
    to evidence and provide the acceptance of any successor trustee
    with respect to the debt securities or one or more other series
    of debt securities or to facilitate the administration of the
    trusts thereunder by one or more trustees in accordance with
    such Indenture; and
    to provide any additional events of default.   29




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
    change the maturity of any payment of principal of, or any
    premium on, any debt securities, or change any place of payment
    where, or the coin or currency in which, any debt security or
    any premium is payable, or impair the right to institute suit
    for the enforcement of any such payment on or after the maturity
    thereof (or, in the case of redemption, on or after the
    redemption date);
    reduce the percentage in principal amount of the outstanding
    debt securities, the consent of whose holders is required for
    any such modification, or the consent of whose holders is
    required for any waiver of compliance with certain provisions of
    the Indenture or certain defaults thereunder and their
    consequences provided for in the Indenture; or
    modify any of the provisions of certain sections of the
    Indenture, including the provisions summarized in this
    paragraph, except to increase any such percentage or to provide
    that certain other provisions of the Indenture cannot be
    modified or waived without the consent of the holder of each
    outstanding debt securities affected thereby.  Defeasance
    Covenant Defeasance.
  
    If the debt securities of the particular series are denominated
    in U.S. dollars, deposit in trust for the benefit of all
    holders of such debt securities a combination of money and
    United States government or United States government agency debt
    securities or bonds that will generate enough cash to make
    interest, principal and any other payments on the debt
    securities on their various due dates.
    Deliver to the trustee a legal opinion of our counsel confirming
    that, under current United States federal income tax law, we may
    make the above deposit without causing you to be taxed on the
    debt securities any differently than if we did not make the
    deposit and just repaid the debt securities ourselves at
    maturity.
    Deliver to the trustee a legal opinion of our counsel stating
    that the above deposit does not require registration by us under
    the Investment Company Act of 1940, as amended, and a legal
    opinion and officers certificate stating that all
    conditions precedent to covenant defeasance have been complied
    with.    Full Defeasance.
  
    If the debt securities of the particular series are denominated
    in U.S. dollars, we must deposit in trust for the benefit
    of all holders of such debt securities a combination of money
    and United States government or 30




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United States government agency debt securities or bonds that
    will generate enough cash to make interest, principal and any
    other payments on the debt securities on their various due dates.  
    We must deliver to the trustee a legal opinion confirming that
    there has been a change in current United States federal tax law
    or an Internal Revenue Service ruling that allows us to make the
    above deposit without causing you to be taxed on the debt
    securities any differently than if we did not make the deposit
    and just repaid the debt securities ourselves at maturity. Under
    current United States federal tax law, the deposit and our legal
    release from the debt securities would be treated as though we
    paid you your share of the cash and debt securities or bonds at
    the time the cash and debt securities or bonds were deposited in
    trust in exchange for your debt securities and you would
    recognize gain or loss on the debt securities at the time of the
    deposit.
    We must deliver to the trustee a legal opinion of our counsel
    stating that the above deposit does not require registration by
    us under the Investment Company Act of 1940, as amended, and a
    legal opinion and officers certificate stating that all
    conditions precedent to defeasance have been complied with.    Discharge
    of the Indenture
    Form,
    Exchange and Transfer of Certificated Registered
    Securities
    
    only in fully registered certificated form,
    without interest coupons, and
    unless we indicate otherwise in the prospectus supplement or
    term sheet, in denominations of $1,000 and amounts that are
    multiples of $1,000.           31




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Resignation
    of Trustee
  provided
  The
    Trustee Under the Indenture
    Certain
    Considerations Relating to Foreign Currencies
    DESCRIPTION
    OF GUARANTEES
  The
    Guarantees
    and/or
  
    be senior obligations of the relevant Guarantor in the case of
    senior debt securities;
    be the unsecured and unsubordinated obligations of the relevant
    Guarantor in the case of senior unsecured debt securities;
    rank equally (or pari passu) with all other existing and
    future unsubordinated and unsecured indebtedness of the relevant
    Guarantor, respectively in the case of senior unsecured debt
    securities; and
    with respect to any series of debt securities that is designated
    as subordinated, be junior and subordinated to any guarantee of
    any senior indebtedness on the same basis as such debt
    securities are junior and subordinated to any senior
    indebtedness.     32




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DESCRIPTION
    OF DEBT WARRANTS      General
    
    The title and aggregate number of the debt warrants.
    The title, rank, aggregate principal amount and terms of the
    underlying debt securities purchasable upon exercise of the debt
    warrants.
    The principal amount of underlying debt securities that may be
    purchased upon exercise of each debt warrant, and the price or
    the manner of determining the price at which this principal
    amount may be purchased upon exercise.
    The time or times at which, or the period or periods during
    which, the debt warrants may be exercised and the expiration
    date of the debt warrants.
    Any optional redemption terms.
    Whether certificates evidencing the debt warrants will be issued
    in registered or bearer form and, if registered, where they may
    be transferred and exchanged.
    Whether the debt warrants are to be issued with any debt
    securities or any other securities and, if so, the amount and
    terms of these debt securities or other securities.
    The date, if any, on and after which the debt warrants and these
    debt securities or other securities will be separately
    transferable.
    Any other material terms of the debt warrants.     33




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Exercise
    of Debt Warrants
          Modifications
    Changes Requiring Your Approval.
  
    accelerate the expiration date;
    reduce the number of outstanding debt warrants, the consent of
    the holders of which is required for a modification or
    amendment; or
    otherwise materially and adversely affect the rights of the
    holders of the debt warrants.  Changes Not Requiring Approval.
  Changes Requiring a Majority Vote.
  No Rights
    as Holders of Underlying Debt Securities
   DESCRIPTION
    OF WARRANTS TO PURCHASE COMMON STOCK     34




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##### Table of Contents



General
    
    The title and aggregate number of the common warrants.
    The number of shares of common stock that may be purchased upon
    exercise of each common warrant; the price, or the manner of
    determining the price, at which the shares may be purchased upon
    exercise; if other than cash, the property and manner in which
    the exercise price may be paid; and any minimum number of common
    warrants that must be exercised at any one time.
    The time or times at which, or period or periods in which, the
    common warrants may be exercised and the expiration date of the
    common warrants.
    Any optional redemption terms.
    The terms of any right that we may have to accelerate the
    exercise of the common warrants upon the occurrence of certain
    events.
    Whether the common warrants will be sold with any other offered
    securities and, if so, the amount and terms of these other
    securities.
    The date, if any, on and after which the common warrants and any
    other offered securities will be separately transferable.
    Any other terms of the common warrants.      Exercise
    of Common Warrants
        Modifications
   35




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Changes Requiring Your Approval.
  
    accelerate the expiration date;
    reduce the number of outstanding common warrants, the consent of
    the holders of which is required for a modification or
    amendment; or
    otherwise materially and adversely affect the rights of the
    holders of the common warrants.  Changes Not Requiring Approval.
  Changes Requiring a Majority Vote.
  Common
    Warrant Adjustments
  and/or and/or
  No Rights
    as Stockholders
   DESCRIPTION
    OF COMMON STOCK      Common
    Stock
   36




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Preferred
    Stock and Series Common Stock
  winding-up
    Authorized
    but Unissued Capital Stock
      The
    Delaware General Corporation Law
   37




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##### Table of Contents



2 3
    Certificate
    of Incorporation; Bylaws
    Classified Board.
  Removal of Directors.
 38




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##### Table of Contents



Stockholder Action.
  Advance Notice Procedures.
  Liability of Directors; Indemnification.
  Amendment.
 39




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Rights
    Plan
          Registrar
    and Transfer Agent
    Listing
   DESCRIPTION
    OF PREFERRED STOCK   40




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General
      
    The title and stated value of the preferred stock.
    The number of shares of the preferred stock offered, the
    liquidation preference per share and the offering price of the
    preferred stock.
    The dividend rate(s), period(s)
    and/or
    payment date(s) or method(s) of calculation thereof applicable
    to the preferred stock.
    The date from which dividends on the preferred stock will
    accumulate, if applicable.
    The liquidation rights of the preferred stock.
    The procedures for any auction and remarketing, if any, of the
    preferred stock.
    The sinking fund provisions, if applicable, for the preferred
    stock.
    The redemption provisions, if applicable, for the preferred
    stock.
    Whether the preferred stock will be convertible into or
    exchangeable for other securities and, if so, the terms and
    conditions of conversion or exchange, including the conversion
    price or exchange ratio and the conversion or exchange period
    (or the method of determining the same).
    Whether the preferred stock will have voting rights and the
    terms thereof, if any.
    Whether the preferred stock will be listed on any securities
    exchange.
    Whether the preferred stock will be issued with any other
    securities and, if so, the amount and terms of these other
    securities.
    Any other specific material terms, preferences or rights of, or
    limitations or restrictions on, the preferred stock.     41




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Dividends
      
    declare or pay dividends (except in its stock that is junior as
    to dividends and liquidation rights to the preferred stock
    (junior stock)) or make any other distributions on
    junior stock, or
    purchase, redeem or otherwise acquire junior stock or set aside
    funds for that purpose (except in a reclassification or exchange
    of junior stock through the issuance of other junior stock or
    with the proceeds of a reasonably contemporaneous sale of junior
    stock),      
    there are no arrearages in dividends for any past dividend
    periods on any series of preferred stock, and
    to the extent that the dividends are cumulative, dividends in
    full for the current dividend period have been declared or paid
    on all preferred stock.    Conversion
    and Exchange
    Liquidation
    Rights
   42




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Redemption
    provided however
  
    to meet purchase, retirement or sinking fund obligations with
    respect to any series of preferred stock, Holdings may use
    shares of that preferred stock acquired prior to the arrearages
    or failure of payment and then held as treasury stock, and
    Holdings may complete the purchase or redemption of shares of
    preferred stock for which a contract was entered into for any
    purchase, retirement or sinking fund purposes prior to the
    arrearages or failure of payment.  Voting
    Rights
        
    for any amendment of the Certificate of Incorporation (or the
    related certificate of designations) that will adversely affect
    the powers, preferences or rights of the holders of the
    preferred stock of that series, or
    to create any class of stock (or increase the authorized number
    of shares of any class of stock) that will have preference as to
    dividends or upon liquidation over the preferred stock of that
    series or create any stock or other security convertible into or
    exchangeable for or evidencing the right to purchase any stock
    of that class.   SPECIAL
    PROVISIONS RELATING TO FOREIGN CURRENCY DEBT
    SECURITIES  General
   43




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Currencies
  and/or non-U.S. dollar
  and/or
  Payment
    of Principal and Interest
  non-U.S. dollar-denominated
     44




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and/or
    Payment
    Currency
      AS INDICATED ABOVE, AN INVESTMENT IN FOREIGN CURRENCY DEBT
    SECURITIES OR CURRENCY INDEXED DEBT SECURITIES INVOLVES
    SUBSTANTIAL RISKS, AND THE EXTENT AND NATURE OF SUCH RISKS
    CHANGE CONTINUOUSLY. AS WITH ANY INVESTMENT IN A
 45




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SECURITY, PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN
    FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS ENTAILED IN AN
    INVESTMENT IN FOREIGN CURRENCY DEBT SECURITIES OR CURRENCY
    INDEXED DEBT SECURITIES. SUCH DEBT SECURITIES ARE NOT AN
    APPROPRIATE INVESTMENT FOR PROSPECTIVE PURCHASERS WHO ARE
    UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY MATTERS.
 PLAN OF
    DISTRIBUTION    
    through agents;
    to or through underwriters; or
    directly to other purchasers.             46




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LEGAL
    MATTERS   EXPERTS  Form 10-K
 47




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##### Table of Contents



AMERICAN AXLE &
    MANUFACTURING, INC.
  AMERICAN AXLE &
    MANUFACTURING HOLDINGS, INC.
   AAM International Holdings,
    Inc.
 AccuGear, Inc.
 Colfor Manufacturing,
    Inc.
 DieTronik, Inc.
 MSP Industries
    Corporation
 Oxford Forge, Inc.
  Debt Securities
    Guarantees
    Warrants to Purchase Debt Securities
    Warrants to Purchase Common Stock
  Common Stock
 Preferred Stock
  ­
    ­
  PROSPECTUS




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PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 14.
    Other
    Expenses of Issuance and Distribution.    SEC registration fee



*Printing and engraving

$
100,000Legal fees and expenses


100,000Accounting fees


50,000Trustees fees


5,000Total

$
255,000     *
    
    Deferred in accordance with Rules 456(b) and 457(r) of the
    Securities Act of 1933.  Item 15.
    Indemnification
    of Directors and Officers.          Item 16.
    List
    of Exhibits.    Item 17.
    Undertakings.         II-1




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provided however
          provided however
       II-2




---



##### Table of Contents



Rule 14a-3 Rule 14c-3 Regulation S-X
     II-3




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##### Table of Contents



SIGNATURES
  Form S-3
  AMERICAN AXLE & MANUFACTURING, INC.
  By:
    /s/  MICHAEL
    K. SIMONTE          Signature

Title

Date/s/  RICHARD
    E. DAUCHRichard
    E. Dauch

Co-Founder, Chairman of the Board & Chief
    Executive Officer/Director (principal
    executive officer)

July 12, 2011/s/  MICHAEL
    K. SIMONTEMichael
    K. Simonte

Executive Vice President  Finance & Chief
    Financial Officer (principal financial officer) (principal
    accounting officer)

July 12, 2011/s/  FOREST
    J. FARMERForest
    J. Farmer

Director

July 12, 2011/s/  RICHARD
    C. LAPPINRichard
    C. Lappin

Director

July 12, 2011/s/  THOMAS
    K. WALKERThomas
    K. Walker

Director

July 12, 2011  II-4




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##### Table of Contents



SIGNATURES
  Form S-3
  AMERICAN AXLE & MANUFACTURING
    HOLDINGS, INC.
  By:
    /s/  MICHAEL
    K. SIMONTE          Signature

Title

Date/s/  RICHARD
    E. DAUCHRichard
    E. Dauch

Co-Founder, Chairman of the Board & Chief Executive
    Officer/Director (principal
    executive officer)

July 12, 2011/s/  MICHAEL
    K. SIMONTEMichael
    K. Simonte

Executive Vice President  Finance & Chief
    Financial Officer (principal financial officer) (principal
    accounting officer)

July 12, 2011/s/  SALVATORE
    J. BONANNO, SR.Salvatore
    J. Bonanno, Sr.

Director

July 12, 2011/s/  ELIZABETH
    A. CHAPPELLElizabeth
    A. Chappell

Director

July 12, 2011/s/  DAVID
    C. DAUCHDavid
    C. Dauch

Director

July 12, 2011/s/  FOREST
    J. FARMERForest
    J. Farmer

Director

July 12, 2011 II-5




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Signature

Title

Date/s/  RICHARD
    C. LAPPINRichard
    C. Lappin

Director

July 12, 2011/s/  JAMES
    A. MCCASLINJames
    A. McCaslin

Director

July 12, 2011/s/  WILLIAM
    P. MILLER IIWilliam
    P. Miller II

Director

July 12, 2011/s/  LARRY
    K. SWITZERLarry
    K. Switzer

Director

July 12, 2011/s/  THOMAS
    K. WALKERThomas
    K. Walker

Director

July 12, 2011/s/  DR. HENRY
    T. YANGDr. Henry
    T. Yang

Director

July 12, 2011  II-6




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##### Table of Contents



SIGNATURES
  Form S-3
  AAM INTERNATIONAL HOLDINGS, INC.
  By:
    /s/  SHANNON
    J. CURRY         Signature

Title

Date/s/  DAVID
    C. DAUCHDavid
    C. Dauch

Chairman of the Board

July 12, 2011/s/  JOHN
    J. BELLANTIJohn
    J. Bellanti

Director

July 12, 2011/s/  MICHAEL
    K. SIMONTEMichael
    K. Simonte

Director

July 12, 2011  II-7




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##### Table of Contents



SIGNATURES
  Form S-3
  ACCUGEAR, INC.
  By:
    /s/  SHANNON
    J. CURRY  
      Signature

Title

Date/s/  JOHN
    J. BELLANTIJohn
    J. Bellanti

Chairman of the Board

July 12, 2011/s/  MICHAEL
    K. SIMONTEMichael
    K. Simonte

Director

July 12, 2011/s/  STEVEN
    R. KEYESSteven
    R. Keyes

Director

July 12, 2011  II-8




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##### Table of Contents



SIGNATURES
  Form S-3
  COLFOR MANUFACTURING, INC.
  By:
    /s/  SHANNON
    J. CURRY  
      Signature

Title

Date/s/  JOHN
    J. BELLANTIJohn
    J. Bellanti

Chairman of the Board

July 12, 2011/s/  MICHAEL
    K. SIMONTEMichael
    K. Simonte

Director

July 12, 2011/s/  STEVEN
    R. KEYESSteven
    R. Keyes

Director

July 12, 2011  II-9




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##### Table of Contents



SIGNATURES
  Form S-3
  DIETRONIK, INC.
  By:
    /s/  SHANNON
    J. CURRY  
      Signature

Title

Date/s/  JOHN
    J. BELLANTIJohn
    J. Bellanti

Chairman of the Board

July 12, 2011/s/  MICHAEL
    K. SIMONTEMichael
    K. Simonte

Director

July 12, 2011/s/  STEVEN
    R. KEYESSteven
    R. Keyes

Director

July 12, 2011  II-10




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##### Table of Contents



SIGNATURES
  Form S-3
  MSP INDUSTRIES CORPORATION
  By:
    /s/  SHANNON
    J. CURRY  
      Signature

Title

Date/s/  JOHN
    J. BELLANTIJohn
    J. Bellanti

Chairman of the Board

July 12, 2011/s/  MICHAEL
    K. SIMONTEMichael
    K. Simonte

Director

July 12, 2011/s/  STEVEN
    R. KEYESSteven
    R. Keyes

Director

July 12, 2011  II-11




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##### Table of Contents



SIGNATURES
  Form S-3
  OXFORD FORGE, INC.
  By:
    /s/  SHANNON
    J. CURRY  
      Signature

Title

Date/s/  JOHN
    J. BELLANTIJohn
    J. Bellanti

Chairman of the Board

July 12, 2011/s/  MICHAEL
    K. SIMONTEMichael
    K. Simonte

Director

July 12, 2011/s/  STEVEN
    R. KEYESSteven
    R. Keyes

Director

July 12, 2011  II-12




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##### Table of Contents



EXHIBIT INDEX
  Exhibit*1
.1

Form of Debt Securities Underwriting Agreement*1
.2

Form of Equity Securities Underwriting Agreement+3
.1

Amended and Restated Certificate of Incorporation of American
    Axle & Manufacturing Holdings, Inc. (Incorporated by
    reference to Exhibit 3.01 filed with American
    Axle & Manufacturing Holdings, Inc. Registration
    Statement on
    Form S-1
    (Registration
    No. 333-53491))+3
.2

Bylaws of American Axle & Manufacturing Holdings, Inc.
    (Incorporated by reference to Exhibit 3.02 filed with
    American Axle & Manufacturing Holdings, Inc.
    Registration Statement on
    Form S-1
    (Registration
    No. 333-53491))+4
.1

Specimen Certificate for shares of American Axle &
    Manufacturing Holdings, Inc.s Common Stock (Incorporated
    by reference to Exhibit 4.01 filed with American
    Axle & Manufacturing Holdings, Inc. Registration
    Statement on
    Form S-1
    (Registration
    No. 333-53491))*4
.2

Form of Certificate of Designations of Preferred Stock4
.3

Form of Indenture, among American Axle &
    Manufacturing, Inc., American Axle & Manufacturing
    Holdings, Inc., as guarantor, certain subsidiary guarantors and
    U.S. Bank National Association, as trustee*4
.4

Form of Debt Securities*4
.5

Form of Warrant Agreement (including Form of Warrant)+4
.6

Amended and Restated Rights Agreement, dated as of
    October 30, 2009, between American Axle &
    Manufacturing Holdings, Inc. and Computershare Trust Company,
    N.A., as Rights Agent (Incorporated by reference to
    Exhibit 4.01 of Current Report on
    Form 8-K
    dated November 2, 2009)+4
.7

Second Amended and Restated Rights Agreement, dated as of
    February 8, 2011, between American Axle &
    Manufacturing Holdings, Inc. and Computershare Trust Company,
    N.A., as Rights Agent (Incorporated by reference to
    Exhibit 4.01 of Current Report on
    Form 8-K
    dated February 8, 2011)5
.1

Opinion of Shearman & Sterling LLP as to legality of
    certain of the Securities5
.2

Opinion of Richard G. Raymond, General Counsel of American
    Axle & Manufacturing Holdings, Inc. and American
    Axle & Manufacturing, Inc., as to the legality of the
    Subsidiary Guarantees12
.1

Statement of computation of ratios of earnings to fixed charges
    of American Axle & Manufacturing Holdings, Inc.23
.1

Consent of Deloitte & Touche LLP, independent
    registered public accounting firm23
.2

Consent of Shearman & Sterling LLP (included in
    Exhibit 5.1)23
.3

Consent of Richard G. Raymond (included in Exhibit 5.2)24
.1

Power of Attorney (included in signature pages)25
.1

Form T-1
    Statement of Eligibility under the Trust Indenture Act of
    1939 of U.S. Bank National Association, as Trustee for the
    Debt Securities     *
    
    To be filed as an exhibit to a Current Report on
    Form 8-K
    in connection with a specific offering.+
    
    Incorporated by reference.