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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
(Amendment No. 1)
Rule 13E-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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TRIMAS CORPORATION
(Name of Issuer)
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MASCOTECH, INC.
MASCOTECH ACQUISITION, INC.
TRIMAS CORPORATION
(Name of Person(s) Filing Statement)
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Common Stock, $.01 Par Value
(Title of Class of Securities)
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896215100
(CUSIP Number of Class of Securities)
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David B. Liner, Esq. Brian P. Campbell
MascoTech, Inc. TriMas Corporation
21001 Van Born Road 315 East Eisenhower Parkway
Taylor, Michigan 48180 Ann Arbor, Michigan 48108
(313) 274-7405 (313) 747-7025
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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With Copies to:
David W. Ferguson, Esq. Jerome M. Schwartz, Esq.
Davis Polk & Wardwell Dickinson, Wright, Moon, Van Dusen & Freeman
450 Lexington Avenue 500 Woodward Avenue, Suite 4000
New York, NY 10017 Detroit, Michigan 48226
(212) 450-4000 (313) 223-3628
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This Amendment No. 1 (this "Amendment") amends and supplements
the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3")
originally filed on December 17, 1997 by (i) MascoTech, Inc., a Delaware
corporation ("Parent"), (ii) MascoTech Acquisition, Inc., a Delaware
corporation ("Purchaser") and (iii) TriMas Corporation, a Delaware corporation
(the "Company") relating to the offer by Purchaser to purchase all of the
issued and outstanding shares (the "Shares") of common stock, $.01 par value
per share, of TriMas Corporation, a Delaware corporation, at a price of $34.50
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated December 17, 1997 and in
the related Letter of Transmittal.
All capitalized terms used in this Amendment without definition
have the meanings attributed to them in the Schedule 13E-3.
The item of the Schedule 13E-3 set forth below is hereby
amended by adding the following:
Item 17. Material to be Filed as Exhibits.
(g)(3) Complaint filed in Charter Capital Corp. v. Manoogian et al.
(Court of Chancery in the State of Delaware in and for New Castle County,
filed December 11, 1997).+
(g)(4) Complaint filed in Caruso v. TriMas Corporation et al.
(Court of Chancery of the State of Delaware in and for New Castle County,
filed December 11, 1997).+
(g)(5) Complaint filed in Barsky v. TriMas Corporation et al.
(Court of Chancery of the State of Delaware in and for New Castle County,
filed December 11, 1997).+
+ Incorporated by reference to Amendment No. 1, filed by
Purchaser and Parent on December 22, 1997, to the Tender Offer Statement on
Schedule 14D-1 originally filed by Purchaser and Parent on December 17, 1997.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment is true,
complete and correct.
December 22, 1997 MASCOTECH, INC.
By: /s/ David B. Liner
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Name: David B. Liner
Title: Vice President and Corporate Counsel
MASCOTECH ACQUISITION, INC.
By: /s/ David B. Liner
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Name: David B. Liner
Title: Secretary
TRIMAS CORPORATION
By: /s/ Brian P. Campbell
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Name: Brian P. Campbell
Title: President