UNITED STATES

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SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) October 28, 2010

 

TRIMAS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-10716

 

38-2687639

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan

48304

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code (248) 631-5400

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01  Other Events.

 

On October 28, 2010, TriMas Corporation (“the Corporation”) announced that it had agreed to acquire the stock of South Texas Bolt & Fitting, Inc. (“STBF”) for the purchase price of $18 million, payable in cash at closing. The purchase price is subject to a net working capital adjustment, if any, to be determined post-closing. The transaction is expected to close on November 1, 2010, at which time STBF will be integrated into the Corporation’s Lamons business unit within the Corporation’s Energy segment.

 

The information furnished pursuant to this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Corporation under the Securities Act of 1933 or the Exchange Act.

 

Item 9.01  Financial Statements and Exhibits.

 

(d)            Exhibits. The following exhibits are furnished herewith:

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated October 28, 2010

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

TRIMAS CORPORATION

 

 

 

 

Date:

October 28, 2010

 

By:

/s/ David M. Wathen

 

 

 

Name:

David M. Wathen

 

 

 

Title:

Chief Executive Officer

 

3


Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

CONTACT:

 

Sherry Lauderback

 

 

 

 

Vice President Investor Relations &

 

 

 

 

Communications

 

 

 

 

(248) 631-5506

 

 

 

 

sherrylauderback@trimascorp.com

 

TRIMAS’ LAMONS BUSINESS ANNOUNCES AGREEMENT FOR BOLT-ON ACQUISITION AND CONTINUED SALES AND SERVICE CENTER EXPANSION

 

BLOOMFIELD HILLS, Michigan, October 28, 2010 — TriMas Corporation (NASDAQ: TRS) — a diversified global manufacturer of engineered and applied products — today announced that it has agreed to acquire the stock of South Texas Bolt & Fitting, Inc. (STBF) for the purchase price of $18 million, payable in cash at closing. The purchase price is subject to a net working capital adjustment, if any. The transaction is expected to close on November 1, 2010, at which time STBF will be integrated into Lamons as part of the Company’s Energy segment.

 

STBF is a diversified manufacturer and distributor of customized stud bolts, industrial fasteners and specialty products for the oilfield and industrial markets. Located in Houston, Texas, STBF has advanced machining capabilities that enable the manufacturing of custom bolts in various sizes and made-to-order configurations using specialty steels and other exotic materials. STBF generated approximately $14.5 million in revenue for the twelve months ended June 30, 2010.

 

“We are pleased to purchase this complementary business which is a natural fit with our Lamons organization,” commented David Wathen, President and Chief Executive Officer of TriMas. “This acquisition, which is consistent with our bolt-on strategy, expands the product portfolio to better serve the needs of both companies’ customers. Incorporating this business into Lamons will also allow us to leverage Lamons’ extensive sales and service center network to drive incremental revenue.”

 

“This combination positions Lamons as the premier manufacturer and distributor of gaskets and bolts for the refining and petrochemical industries in North America,” said Kurt Allen, President of Lamons. “While the synergies between these two businesses are significant, we are most excited about the ability to expand our product offerings to our customers. Lamons and STBF have similar cultures, with both businesses focused on superior quality and service levels, rapid turn-around times and an ability to supply customized products that meet specific customer requirements.”

 

Management also noted that Lamons recently opened two new sales and service center facilities to even better serve their global customers. The new facilities, located in Edmonton, Canada, and Grimsby, United Kingdom, maintain inventories of standard gaskets and stud bolts and boast state-of-the-art manufacturing capabilities to fabricate special and customized gaskets and bolts to ensure quick service.

 



 

About Lamons

 

Headquartered in Houston, Texas, Lamons produces and distributes metallic and non-metallic industrial gaskets and complementary fasteners for petroleum refining, petrochemical and other industrial markets around the world. It is one of the largest gasket suppliers to the U.S. petroleum industry and has maintained its market leadership through its premium products and superior customer service. For additional information, visit www.lamons.com or call (713) 222-0284.

 

About TriMas

 

Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NASDAQ: TRS) provides engineered and applied products for growing markets worldwide. TriMas is organized into five strategic business segments: Packaging, Energy, Aerospace & Defense, Engineered Components and Cequent. TriMas has approximately 3,900 employees at more than 60 different facilities in 11 countries. For more information, visit www.trimascorp.com.

 

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