UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:   3235-0060

 

Washington, D.C. 20549

Expires:   August 31, 2009

 

 

Estimated average burden

 

FORM 8-K

hours per response ......5.0

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported) December 29, 2009

 

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))

 

 

 



 

Item7.01 Regulation FD Disclosure

 

On December 29, 2009, TriMas Corporation (the “Corporation”) issued a press release announcing that it has received tenders and certain-related consents from holders of $245,626,000 in aggregate principal amount of its 9 7/8% Senior Subordinated Notes due 2012 (the “Notes”), representing approximately 95.75% of the outstanding Notes. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

On December 29, 2009, the Corporation also issued a press release announcing that it entered into a new accounts receivable facility with Wachovia Bank, National Association. The full text of the press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

 

On December 29, 2009, the Corporation also issued a press release announcing the closing of its previously announced private placement offering of $250.0 million principal amount of 9 3/4% Senior Secured Notes due 2017. The full text of the press release is furnished herewith as Exhibit 99.3 and is incorporated herein by reference.

 

The Corporation is furnishing the information in this Current Report on Form 8-K and in Exhibits 99.1, 99.2 and 99.3 to comply with Regulation FD. Such information, including the accompanying Exhibits 99.1, 99.2 and 99.3, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act “), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibits 99.1, 99.2 and 99.3, shall not be deemed incorporated by reference into any filing under the Exchange Act regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d)  The following Exhibits are deemed furnished with this Current Report on Form 8-K:

 

Exhibit 99.1 — Press Release issued by TriMas Corporation on December 29, 2009 (furnished solely for purposes of Item 7.01 of this Current Report on Form 8-K)

 

Exhibit 99.2 — Press Release issued by TriMas Corporation on December 29, 2009 (furnished solely for purposes of Item 7.01 of this Current Report on Form 8-K)

 

Exhibit 99.3 — Press Release issued by TriMas Corporation on December 29, 2009 (furnished solely for purposes of Item 7.01 of this Current Report on Form 8-K)

 

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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:

December 29, 2009

 

By:

/s/ Joshua A. Sherbin

 

 

 

Name:

Joshua A. Sherbin

 

 

 

Title:

Vice President, General Counsel and Secretary

 

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Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

CONTACT:

 

Sherry Lauderback

 

 

 

 

Vice President, Investor Relations

 

 

 

 

& Communications

 

 

 

 

(248) 631-5506

 

 

 

 

sherrylauderback@trimascorp.com

 

TRIMAS CORPORATION ANNOUNCES EARLY TENDER RESULTS AND RECEIPT OF REQUISITE CONSENTS FROM A MAJORITY OF HOLDERS OF ITS 9 7/8% SENIOR SUBORDINATED NOTES DUE 2012

Extends Withdrawal Rights and Announces Redemption of Remaining Notes

 

BLOOMFIELD HILLS, Michigan, December 29, 2009 — TriMas Corporation (NASDAQ: TRS) (the “Issuer”) today announced, as of 5:00 p.m., New York City time, on December 28, 2009 (the “Consent Date”), it has received tenders and certain-related consents discussed below from holders of $245,626,000 in aggregate principal amount of its 9 7/8% Senior Subordinated Notes due 2012 (the “Notes”), representing approximately 95.75% of the outstanding Notes.

 

As a result of the receipt of the requisite consents, the Issuer has entered into a supplemental indenture with the trustee effecting the Proposed Amendments (as defined in the Offer to Purchase and Consent Solicitation Statement dated December 14, 2009, and the related Consent and Letter of Transmittal, together, the “Tender Offer Documents”)  to the indenture governing the Notes. The Proposed Amendments eliminate substantially all of the restrictive covenants and certain default provisions under the indenture governing the Notes.

 

In accordance with the terms of the tender offer and consent solicitation, the Issuer is hereby extending the Withdrawal Deadline (as defined in the Tender Offer Documents) to 11:59 p.m., New York City time, on January 12, 2010. As a result, any holder of Notes who validly tenders Notes after the Consent Date may withdraw such tender through 11:59 p.m., New York City time, on January 12, 2010 in accordance with the procedures described in the Tender Offer Documents under the caption “Withdrawal of tenders; Revocation of consents; Absence of appraisal rights.” Holders who tendered Notes on or prior to the Consent Date may not withdraw such tender.

 

Holders who did not tender their Notes by the Consent Date may tender until 11:59 p.m., New York City time, on January 12, 2010, unless extended by the Issuer at the tender price of US$970.25 for every US$1,000 of principal amount of Notes, plus accrued and unpaid interest. Holders who tender Notes after the Consent Date will not receive the Consent Payment. Full details of the terms and conditions of the tender offer are set forth in the Tender Offer Documents.

 

TriMas Corporation is simultaneously announcing that it is irrevocably calling for redemption all Notes that remain outstanding after the Consent Date at the redemption price of US$1,016.46 for every US$1,000 of principal amount of Notes, plus accrued and unpaid interest.

 

TriMas Corporation has engaged Credit Suisse Securities (USA) LLC to act as dealer manager in connection with the tender offer and solicitation agent in connection with the consent

 



 

solicitation. Questions regarding the tender offer or consent solicitation may be directed to Credit Suisse Securities (USA) LLC at (212) 538-1862 (collect) or (800) 820-1653 (toll free).

 

MacKenzie Partners, Inc. is acting as the Information Agent for the tender offer and consent solicitation. Requests for documents related to the tender offer and consent solicitation may be directed to ((212) 929-5500 (collect) or (800) 322-2885 (toll free). Beneficial owners also may contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the tender offer and the consent solicitation.

 

Neither the Issuer, the dealer manager, nor any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation. Holders of Notes must make their own decisions as to whether to tender their Notes, and if they decide to do so, the principal amount of the Notes to tender.

 

This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The tender offer and consent solicitation are being made only through and subject to the terms and conditions set forth in the Tender Offer Documents and related materials. Holders of the Notes should read carefully the Tender Offer Documents and related materials before any decision is made with respect to the tender offer and consent solicitation.

 

Cautionary Notice Regarding Forward-looking Statements

Any “forward-looking” statements contained herein, including those relating to market conditions or the Issuer’s financial condition and results, expense reductions, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including, but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Issuer’s business and industry, the Issuer’s substantial leverage, liabilities imposed by the Issuer’s debt instruments, market demand, competitive factors, the Issuer’s ability to maintain compliance with the listing requirements of NASDAQ, supply constraints, material and energy costs, technology factors, litigation, government and regulatory actions, the Issuer’s accounting policies, future trends, and other risks which are detailed in the Issuer’s Annual Report on Form 10-K for the fiscal year ending December 31, 2008, and in the Issuer’s Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Issuer assumes no obligation to update any forward-looking statements.

 

About TriMas

Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NASDAQ: TRS) provides engineered and applied products for growing markets worldwide. TriMas Corporation is organized into five strategic business segments: Packaging, Energy, Aerospace & Defense, Engineered Components and Cequent. TriMas Corporation has approximately 3,800 employees at 70 different facilities in 11 countries. We can be found on the internet at www.trimascorp.com.

 

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Exhibit 99.2

 

 

FOR IMMEDIATE RELEASE

 

CONTACT:

 

Sherry Lauderback

 

 

 

 

Vice President, Investor Relations & Communications

 

 

 

 

(248) 631-5506

 

 

 

 

sherrylauderback@trimascorp.com

 

TRIMAS ANNOUNCES NEW ACCOUNTS RECEIVABLE FACILITY

 

BLOOMFIELD HILLS, Michigan, December 29, 2009 — TriMas Corporation (NASDAQ: TRS) today announced that it entered into a new accounts receivable facility with Wachovia Bank, National Association. The new facility, which has a three-year term, provides committed funding of up to $75 million.

 

The new accounts receivable facility provides a source of liquidity for the Company at a cost of funds equal to 3 month LIBOR (currently approximately 0.25%) plus a spread ranging from 2.75% to 3.50% (currently 3.25%) on amounts drawn under the facility. This facility replaces the Company’s existing $55 million 364-day accounts receivables securitization facility.

 

Mark Zeffiro, TriMas Chief Financial Officer, commented, “This new agreement reflects our continued efforts to ensure that TriMas has adequate liquidity, and together with the Company’s recently amended bank credit facility and senior secured notes offering, will improve our financial flexibility. In addition to increasing the level of committed funding from $55 million to $75 million, we will benefit from improved pricing (currently 125 basis points lower than the existing facility) and the reduction of refinancing risk resulting from a three-year commitment. The recent actions taken to improve our capital structure will allow us to support our planned productivity and growth initiatives, and accelerate the positive changes taking place within our organization.”

 

Cautionary Notice Regarding Forward-looking Statements

Any “forward-looking” statements contained herein, including those relating to market conditions or the Company’s financial condition and results, expense reductions, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including, but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Company’s business and industry, the Company’s substantial leverage, liabilities imposed by the Company’s debt instruments, market demand, competitive factors, the Company’s ability to maintain compliance with the listing requirements of NASDAQ, supply constraints, material and energy costs, technology factors, litigation, government and regulatory actions, the Company’s accounting policies, future trends, and other risks which are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2008, and in the Company’s Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements.

 

About TriMas

Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NASDAQ: TRS) provides engineered and applied products for growing markets worldwide. TriMas Corporation is organized into five strategic business segments: Packaging, Energy, Aerospace & Defense, Engineered

 



 

Components and Cequent. TriMas Corporation has approximately 3,800 employees at 70 different facilities in 11 countries. We can be found on the internet at www.trimascorp.com.

 

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Exhibit 99.3

 

 

FOR IMMEDIATE RELEASE

 

CONTACT:

 

Sherry Lauderback

 

 

 

 

Vice President, Investor Relations

 

 

 

 

& Communications

 

 

 

 

(248) 631-5506

 

 

 

 

sherrylauderback@trimascorp.com

 

TRIMAS CORPORATION COMPLETES $250 MILLION SENIOR SECURED NOTES OFFERING

 

BLOOMFIELD HILLS, Michigan, December 29, 2009 — TriMas Corporation (NASDAQ: TRS) today announced the closing of its previously announced private placement offering of $250 million principal amount of 9 3/4% Senior Secured Notes due 2017 (the “Senior Secured Notes”).

 

The net proceeds of the offering, together with other available cash, was used by TriMas Corporation to purchase, redeem or otherwise retire all of its outstanding 9 7/8% senior subordinated notes due 2012 and to pay fees and expenses related to the Senior Secured Notes offering, tender costs and expenses associated with the retirement of its outstanding 9 7/8% senior subordinated notes.

 

The Senior Secured Notes and the related guarantees have not been, and will not be, registered under the Securities Act of 1933 or the securities laws of any other place and may not be offered or sold in the United States absent registration or an applicable exemption there from.  The Senior Secured Notes were sold only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S.

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Senior Secured Notes, nor shall there be any offer, solicitation or sale of any Senior Secured Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.  This notice is being issued pursuant to and in accordance with rule 135(c) under the Securities Act.

 

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