UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

OMB Number:  3235-0060
Expires:  
April 30, 2009
Estimated average burden hours per response . . . . . . . . . . . 5.0

 

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)             June 25, 2008

 

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)

 

(248) 631-5400

Registrant’s telephone number, including area code 

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

In connection with the realignment of its corporate structure in support of its operational improvement and cost reduction initiatives, TriMas Corporation (the “Company”) announced today that, effective June 19, 2008 (the “Termination Date”), Jeffrey Paulsen, the Company’s Group President, Industrial Specialties and Energy Products, had separated from the Company.

 

Mr. Paulsen participated in the Company’s Executive Severance / Change of Control Policy pursuant to which he will receive:

 

(a) 12 months of annual base salary, less applicable taxes and withholdings and paid in accordance with the Company’s payroll schedule over 12 months;

 

(b) coverage under the Company’s group health, dental and prescription benefit plans, with the Company reimbursing the premium for up to 12 months;

 

(c) outplacement services for up to 12 months;

 

(d) bonus compensation , less applicable taxes and withholdings, equal to (i) Mr. Paulsen’s 2008 target bonus , plus (ii) an amount equal to his 2008 target bonus pro-rated through Termination;

 

(e) the pro-rata portion of Mr. Paulsen’s 2007 and 2008 Restricted Stock grants that would have vested as of the vesting date following the Termination Date and  pro-rated through the Termination Date; and

 

(f) the pro-rata portion of the Performance Units awarded to Mr. Paulsen in 2008 that would have vested as of the vesting date following the Termination Date and pro-rated through the Termination Date, provided the Company satisfies at least 90% of its 2008 Incentive EBITDA Target.

 

2



 

As a condition to receiving these severance payments, Mr. Paulsen is required to agree to a customary release of claims and a 12 month non-competition and non-solicitation covenant.

 

Item 7.01. Regulation FD

 

On June 25, 2008, the Company released the attached press release titled “TriMas Announces Corporate Realignment and Cost Savings” attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits

 

(c) Exhibits.  The following exhibits are filed herewith:

 

 

Exhibit No.

 

Description

 

 

 

 

 

99.1

 

Press Release titled “TriMas Announces Corporate Realignment and Cost Savings”

 

 

3



 

 

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:

June 25, 2008

 

By:

/s/ Joshua A. Sherbin

 

Name:

Joshua A. Sherbin

 

Title:

V.P., General Counsel and Secretary

 

4


Exhibit 99.1

 

FOR IMMEDIATE RELEASE

CONTACT:

Sherry Lauderback

 

 

Vice President, Investor Relations &

 

 

Communications

 

 

(248) 631-5506

 

 

sherrylauderback@trimascorp.com

 

TRIMAS ANNOUNCES CORPORATE REALIGNMENT AND COST SAVINGS

 

BLOOMFIELD HILLS, Michigan, June 25, 2008 — TriMas Corporation (NYSE: TRS) — a diversified growth company of specialty niche businesses — today announced a realignment of its corporate structure in support of its ongoing operational improvement and cost reduction initiatives.

 

The Company realigned its corporate structure, which included the elimination of certain management positions and other corporate personnel. The actions associated with this realignment are expected to result in annualized cost savings at the corporate headquarters level of approximately $3.0 million with one-time charges related to these actions of approximately $2.2 million, including costs associated with the recent chief financial officer transition. The Company maintains its previously disclosed 2008 earnings guidance range of $0.85 to $0.95 earnings per share, excluding the one-time charges discussed above.

 

“These actions allow us to streamline decision-making and reduce overall costs,” commented Grant Beard, TriMas President and Chief Executive Officer. “We are critically evaluating each business and process and taking prudent actions to drive cost and productivity improvements, while balancing our efforts to grow organically. These actions offset some of the economic pressures we are facing, and position us for long-term earnings enhancement and increased shareholder value.”

 

Cautionary Notice Regarding Forward-looking Statements

 

Statements in this release that are not strictly historical, including the statements regarding expectations for the balance of 2008 and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be “forward-looking” statements. These statements present management’s expectations, beliefs, plans and objectives regarding future financial performance, and assumptions or judgments concerning such performance.  Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking statements. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2007 Annual Report on Form 10-K. We assume no obligation to update any forward-looking statements as a result of new information or future events or developments.

 

About TriMas

 

Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NYSE: TRS) is a diversified growth company of specialty niche businesses manufacturing a variety of highly engineered products for commercial, industrial and consumer markets worldwide. TriMas Corporation is organized into five strategic business segments: Packaging Systems, Energy Products, Industrial Specialties, RV & Trailer Products, and Recreational Accessories. TriMas Corporation has nearly 5,000 employees at 70 different facilities in 10 countries. For additional information, please visit www.trimascorp.com.

 

# # #