SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
TriMas
Corporation
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
896215209
(CUSIP
Number)
February
14, 2008
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant
to which
this Schedule is filed:
o Rule
13d-1(b)
xRule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.
896215209
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Heartland
Industrial Associates, L.L.C.
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Delaware
|
||
|
5.
|
Sole
Voting Power
0
|
||
|
Number
of
Shares
Beneficially
|
6.
|
Shared
Voting Power
15,091,275
|
|
|
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Dispositive Power
0
|
|
|
8.
|
Shared
Dispositive Power
15,091,275
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
15,091,275
|
||
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes
Certain
Shares (See
Instructions)
o
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
45.2%
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
||
-2-
CUSIP No.
896215209
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Heartland
Industrial Partners, L.P.
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a) o
(b) x
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Delaware
|
||
|
5.
|
Sole
Voting Power
0
|
||
|
Number
of
Shares
Beneficially
|
6.
|
Shared
Voting Power
14,049,606
|
|
|
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Dispositive Power
0
|
|
|
8.
|
Shared
Dispositive Power
14,049,606
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
14,049,606
|
||
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes
Certain
Shares (See
Instructions)
o
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
42.1%
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
||
-3-
CUSIP No.
896215209
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
TriMas
Investment Fund I, L.L.C.
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a) o
(b) x
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Delaware
|
||
|
5.
|
Sole
Voting Power
0
|
||
|
Number
of
Shares
Beneficially
|
6.
|
Shared
Voting Power
11,805,779
|
|
|
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Dispositive Power
0
|
|
|
8.
|
Shared
Dispositive Power
11,805,779
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,805,779
|
||
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes
Certain
Shares (See
Instructions)
o
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
35.3%
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
||
-4-
CUSIP No.
896215209
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Metaldyne
Investment Fund I, L.L.C.
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a) o
(b) x
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Delaware
|
||
|
5.
|
Sole
Voting Power
0
|
||
|
Number
of
Shares
Beneficially
|
6.
|
Shared
Voting Power
2,243,827
|
|
|
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Dispositive Power
0
|
|
|
8.
|
Shared
Dispositive Power
2,243,827
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,243,827
|
||
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes
Certain
Shares (See
Instructions)
o
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
6.7%
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
||
-5-
CUSIP No.
896215209
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
HIP
Side-by-Side Partners, L.P.
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a) o
(b) x
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Delaware
|
||
|
5.
|
Sole
Voting Power
0
|
||
|
Number
of
Shares
Beneficially
|
6.
|
Shared
Voting Power
835,339
|
|
|
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Dispositive Power
0
|
|
|
8.
|
Shared
Dispositive Power
835,339
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
835,339
|
||
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes
Certain
Shares (See
Instructions)
o
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
2.5%
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
||
-6-
CUSIP No.
896215209
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
TriMas
Investment Fund II, L.L.C.
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a) o
(b) x
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Delaware
|
||
|
5.
|
Sole
Voting Power
0
|
||
|
Number
of
Shares
Beneficially
|
6.
|
Shared
Voting Power
173,378
|
|
|
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Dispositive Power
0
|
|
|
8.
|
Shared
Dispositive Power
173,378
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
173,378
|
||
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes
Certain
Shares (See
Instructions)
o
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.52%
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
||
-7-
CUSIP No.
896215209
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Metaldyne
Investment Fund II, L.L.C.
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a) o
(b) x
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Delaware
|
||
|
5.
|
Sole
Voting Power
0
|
||
|
Number
of
Shares
Beneficially
|
6.
|
Shared
Voting Power
32,952
|
|
|
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Dispositive Power
0
|
|
|
8.
|
Shared
Dispositive Power
32,952
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
32,952
|
||
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes
Certain
Shares (See
Instructions)
o
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.099%
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
||
-8-
|
Item
1(a).
|
Name
of Issuer:
|
TriMas
Corporation
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
39400
Woodward Avenue
Suite
130
Bloomfield
Hills, Michigan 48304
|
Item
2(a).
|
Name
of Person Filing:
|
This
statement is filed on behalf of each of the following persons (collectively, the
“Reporting Persons”)
(i)
Heartland Industrial Associates, L.L.C.
(ii)
Heartland Industrial Partners, L.P.
(iii) TriMas
Investment Fund I, L.L.C.
(iv) Metaldyne
Investment Fund I, L.L.C.
(v)
HIP Side-by-Side Partners, L.P.
(vi) TriMas
Investment Fund II, L.L.C.
(vii) Metaldyne
Investment Fund II, L.L.C.
|
Item
2(b).
|
Address
of Principal Business Office:
|
The
principal business address of each of the Reporting Persons is c/o 55 Railroad
Avenue, 3rd Floor, Greenwich, CT 06830
|
Item
2(c).
|
Citizenship:
|
(i)
Heartland Industrial Associates, L.L.C. is a Delaware limited liability
company.
(ii) Heartland
Industrial Partners, L.P. is a Delaware limited partnership.
(iii)
TriMas Investment Fund I, L.L.C. is a Delaware limited liability
company.
(iv) Metaldyne
Investment Fund I, L.L.C. is a Delaware limited liability company.
(v) HIP
Side-by-Side Partners, L.P. is a Delaware limited partnership.
(vi)
TriMas Investment Fund II, L.L.C. is a Delaware limited liability
company.
(vii) Metaldyne
Investment Fund II, L.L.C. is a Delaware limited liability company
|
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock, $0.01 par value per share (the “Shares”)
|
Item
2(e).
|
CUSIP
Number:
|
|
|
896215209
|
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person is a:
|
-9-
This Item
3 is not applicable.
|
Item
4.
|
Ownership:
|
(a) Amount beneficially
owned:
11,805,779 shares of common stock are
owned directly by TriMas Investment Fund I, L.L.C. (“TriMas I”); 2,243,827
shares of common stock are owned directly by Metaldyne Investment Fund I, L.L.C.
(“Metaldyne I”); 835,339 shares of common stock are owned directly by HIP
Side-by-Side Partners, L.P. (“HIP”); 173,378 shares of common stock are owned
directly by TriMas Investment Fund II, L.L.C. (“TriMas II”); and 32,952 shares
of common stock are owned directly by Metaldyne Investment Fund II, L.L.C.
(“Metaldyne II” and, together with TriMas I, Metaldyne I, HIP and TriMas II, the
“Direct Holders”). Heartland Industrial Partners, L.P. (“Heartland
LP”), as the managing member of TriMas I and Metaldyne I, is an indirect
beneficial owner of shares held by TriMas I and Metaldyne
I. Heartland Industrial Associates, L.L.C. (“Heartland”), as the
managing member of TriMas II and Metaldyne II, and the general partner of
Heartland LP and HIP, is an indirect beneficial owner of the shares held by the
Direct Holders. Heartland, Heartland LP, TriMas I, Metaldyne I, HIP,
TriMas II and Metaldyne II may be deemed to be members of a “group” for purposes
of Section 13(d) of the Securities Exchange Act of 1934.
|
(b)
|
Percent
of class:
|
See
Item 11 of each cover page
|
|
(c)
|
Number
of shares as to which such person has:
|
||
|
(i)
|
sole
power to vote or to direct the vote:
|
See
Item 5 of each cover page
|
|
|
(ii)
|
shared
power to vote or to direct the vote:
|
See
Item 6 of each cover page
|
|
|
(iii)
|
sole
power to dispose or to direct the disposition of:
|
See
Item 7 of each cover page
|
|
|
(iv)
|
shared
power to dispose or to direct the disposition of:
|
See
Item 8 of each cover page
|
|
-10-
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following .
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
See Item
4, above.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company:
|
Not
Applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group:
|
Not
Applicable.
|
Item
9.
|
Notice
of Dissolution of Group:
|
Not
Applicable.
|
Item
10.
|
Certification:
|
Not
Applicable.
-11-
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
February 14, 2008
|
HEARTLAND
INDUSTRIAL ASSOCIATES, L.L.C.
|
|
By:
/s/ Daniel P.
Tredwell
Name:
Daniel P. Tredwell
Title: Managing
Member
|
|
|
|
HEARTLAND
INDUSTRIAL PARTNERS, L.P.
|
|
By: Heartland
Industrial Associates, L.L.C., its General Partner
|
|
By:
/s/ Daniel P.
Tredwell
Name:
Daniel P. Tredwell
Title: Managing
Member
|
|
|
|
TRIMAS
INVESTMENT FUND I, L.L.C.
|
|
By: Heartland
Industrial Associates, L.L.C., the General
Partner of Heartland Industrial Partners, L.P., its Managing Member |
|
By:
/s/ Daniel P.
Tredwell
Name:
Daniel P. Tredwell
Title: Managing
Member
|
|
METALDYNE
INVESTMENT FUND I, L.L.C.
|
|
By: Heartland
Industrial Associates, L.L.C., the General
Partner of Heartland Industrial Partners, L.P., its Managing Member |
-12-
|
By:
/s/ Daniel P.
Tredwell
Name:
Daniel P. Tredwell
Title:
Managing Member
|
|
HIP
SIDE-BY-SIDE PARTNERS, L.P.
|
|
By: Heartland
Industrial Associates, L.L.C., its General Partner
|
|
By:
/s/ Daniel P.
Tredwell
Name:
Daniel P. Tredwell
Title:
Managing Member
|
|
TRIMAS
INVESTMENT FUND II, LLC
|
|
By: Heartland
Industrial Associates, L.L.C., its Managing Member
|
|
By:
/s/ Daniel P.
Tredwell
Name:
Daniel P. Tredwell
Title:
Managing Member
|
|
METALDYNE
INVESTMENT FUND II, L.L.C.
|
|
By: Heartland
Industrial Associates, L.L.C., its Managing Member
|
|
By:
/s/ Daniel P.
Tredwell
Name:
Daniel P. Tredwell
Title:
Managing Member
|
-13-
EXHIBIT
INDEX
Exhibit 1
– Joint Filing Agreement
-15-
EXHIBIT
1
JOINT
FILING AGREEMENT
Pursuant
to Rule 13d-1(k)(1)(iii), we the undersigned agree that the Schedule 13G, to
which this Joint Filing Agreement is attached as Exhibit 1, is filed on behalf
of each of us.
Date:
February 14, 2008
|
HEARTLAND
INDUSTRIAL ASSOCIATES, L.L.C.
|
|
By:
/s/ Daniel P.
Tredwell
Name:
Daniel P. Tredwell
Title:
Managing Member
|
|
HEARTLAND
INDUSTRIAL PARTNERS, L.P.
|
|
By: Heartland
Industrial Associates, L.L.C., its General Partner
|
|
By:
/s/ Daniel P.
Tredwell
Name:
Daniel P. Tredwell
Title:
Managing Member
|
|
TRIMAS
INVESTMENT FUND I, L.L.C.
|
|
By: Heartland
Industrial Associates, L.L.C., the General Partner of Heartland Industrial
Partners, L.P., its Managing Member
|
|
By:
/s/ Daniel P.
Tredwell
Name:
Daniel P. Tredwell
Title:
Managing Member
|
|
METALDYNE
INVESTMENT FUND I, L.L.C.
|
|
By: Heartland
Industrial Associates, L.L.C., the General Partner of Heartland Industrial
Partners, L.P., its Managing Member
|
|
By:
/s/ Daniel P.
Tredwell
Name:
Daniel P. Tredwell
Title:
Managing Member
|
|
HIP
SIDE-BY-SIDE PARTNERS, L.P.
|
|
By: Heartland
Industrial Associates, L.L.C., its General Partner
|
|
By:
/s/ Daniel P.
Tredwell
Name:
Daniel P. Tredwell
Title:
Managing Member
|
|
TRIMAS
INVESTMENT FUND II, L.L.C.
|
|
By: Heartland
Industrial Associates, L.L.C., its Managing Member
|
|
By:
/s/ Daniel P.
Tredwell
Name:
Daniel P. Tredwell
Title:
Managing Member
|
|
METALDYNE
INVESTMENT FUND II, L.L.C.
|
|
By: Heartland
Industrial Associates, L.L.C., its Managing Member
|
|
By: /s/ Daniel P.
Tredwell
Name:
Daniel P. Tredwell
Title:
Managing Member
|