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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: 3235-0060 |
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Washington, D.C. 20549 |
Expires: April 30, 2009 |
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Estimated average burden |
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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 8, 2008
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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001-10716 |
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38-2687639 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan |
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48304 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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 1.01 Entry into a Material Definitive Agreement
On December 8, 2008, TriMas Corporation (the Company) announced that it had agreed to sell substantially all of the assets (exclusive of certain assets, including accounts receivable) of its insulation facings and specialty tapes subsidiary, Compac Corporation, to LAMTEC Corporation (Lamtec). The Company expects that the purchase price will be approximately $22,200,000 with the exact amount depending upon the level of inventory at closing. The purchase price will be paid in cash at closing. For the twelve month period ended September 30, 2008, Compac Corporation had sales of approximately $56.0 million, operating profit of approximately $0.7 million and Adjusted EBITDA(1) of approximately $2.9 million.
The asset purchase agreement dated December 8, 2008 (the Asset Purchase Agreement), by and among TriMas Company LLC, a wholly-owned subsidiary of the Company, Compac Corporation and Lamtec, includes customary representations, warranties and covenants. Subject to certain exceptions and limitations, the Company has agreed to indemnify Lamtec for breaches of representations, warranties and covenants. The transaction is expected to close in February 2009 following the effective date of mandatory notices required under applicable plant closing legislation
Consummation of the transaction is subject to the satisfaction of customary closing conditions, including among other matters (i) signature and delivery of specified ancillary agreements, (ii) accuracy of representations and warranties and compliance with the covenants stated in the Asset Purchase Agreement, each in all material respects, (iii) absence of any material adverse effect on the purchased assets, and (iv) required notice under applicable plant closing laws shall have become effective. Either party may terminate the Asset Purchase Agreement in the event of an uncured breach by the other party, or if the closing has not occurred by March 31, 2009.
The foregoing summary of the Asset Purchase Agreement and the transactions contemplated thereby is qualified in its entirety by the terms of the Asset Purchase Agreement, which will be filed as an exhibit to the Companys Annual Report on Form 10-K for the year ending December 31, 2008.
(1) As disclosed in the Companys periodic financial filings, the Company defines Adjusted EBITDA as net income (loss) before cumulative effect of accounting change, interest, taxes, depreciation, amortization, non-cash asset and goodwill impairment write-offs, and non-cash losses on sale-leaseback of property and equipment.
Item 7.01 Regulation FD Disclosure
On December 8, 2008, the Company issued a press release announcing the entering into of the Asset Purchase Agreement described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information furnished pursuant to Items 1.01 and 7.01, 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 liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company 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:
99.1 Press Release dated December 8, 2008, issued by the Company.
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.
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TRIMAS CORPORATION |
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Date: December 10, 2008 |
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/s/ Joshua A. Sherbin |
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Name: |
Joshua A. Sherbin |
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Title: |
Vice President, General Counsel and Secretary |
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Exhibit 99.1
FOR IMMEDIATE RELEASE |
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CONTACT: |
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Sherry Lauderback |
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Vice President, Investor Relations & |
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Communications |
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(248) 631-5506 |
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sherrylauderback@trimascorp.com |
BLOOMFIELD HILLS, Michigan, December 8, 2008 TriMas Corporation (NYSE: TRS) a diversified growth company of specialty niche businesses today announced that the Company has signed a definitive agreement to sell certain assets of its subsidiary, Compac Corporation, to LAMTEC Corporation.
Compac Corporation is a manufacturer of flame-retardant facings, jacketings, insulation tapes and other specialty tape products and is part of the Companys Packaging Systems business segment. The transaction is expected to close during February 2009.
We continue to execute our plan to sell non-strategic businesses and properties, while we focus on growth opportunities in other market segments, commented Grant Beard, TriMas President and CEO. I am pleased to report that we have secured a buyer for whom the business will be an ideal fit.
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 managements 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.
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