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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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):
December 10, 1997
TriMas Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-10716 38-2687639
(State or other jurisdiction (Commission (I.R.S.Employer
of incorporation) File Number) Identification
No.)
315 E. Eisenhower Parkway, Ann Arbor, Michigan 48108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (313)747-7025
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On December 10, 1997, TriMas Corporation (the "Company") entered into an
Agreement and Plan of Merger, dated as of December 10, 1997, with MascoTech,
Inc. ("MascoTech") and MascoTech Acquisition, Inc., a wholly owned subsidiary of
MascoTech ("Merger Sub"), which has been amended by Amendment No. 1 to Agreement
and Plan of Merger dated as of December 15, 1997 (as so amended, the "Merger
Agreement"). Reference is made to the Merger Agreement, a copy of which is
filed as Exhibit 2 to this Current Report on Form 8-K, the provisions of which
are incorporated herein by reference. Pursuant to the terms of the Merger
Agreement, Merger Sub has commenced an offer to purchase any and all
outstanding shares (the "Shares") of common stock of the Company at a price of
$34.50 per Share, net to the seller in cash. The tender offer is being made
pursuant to an Offer to Purchase, dated December 17, 1997, and the related
Letter of Transmittal (the "Offer"). The Offer is conditioned upon, among other
things, there being validly tendered and not withdrawn prior to the expiration
of the Offer such number of the then issued and outstanding Shares (not
including Shares tendered by MascoTech, its subsidiaries or its Chief
Executive Officer or by Masco Corporation), which represents at least a
majority of the then issued and outstanding Shares (excluding for purposes of
this calculation all Shares owned by MascoTech, its subsidiaries or its Chief
Executive officer or by Masco Corporation and all Shares that may not be
tendered pursuant to the Offer because they are subject to restrictions under
certain Company stock plans).
The Merger Agreement provides, among other things, that as promptly as
practicable after the purchase of Shares pursuant to the Offer and the
satisfaction of other conditions set forth in the Merger Agreement, in
accordance with the Delaware General Corporation Law, Merger Sub will be merged
with and into the Company (the "Merger"), with the Company continuing as the
surviving corporation. At the effective time of the Merger (the "Effective
Time"), each Share outstanding immediately prior to the Effective Time (other
than Shares held in the treasury of the Company, Shares owned by MascoTech or
its subsidiaries or Shares as to which appraisal rights have been exercised)
shall be converted into the right to receive $34.50 in cash.
Consummation of the Merger is subject to certain conditions, including the
purchase of Shares pursuant to the Offer, approval of the Company's shareholders
if required under applicable law, the expiration of any applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and there
being no provision of any applicable law or regulation and no judgment,
injunction, order or decree prohibiting the consummation of Merger. Neither the
Offer nor the Merger is conditioned on MascoTech or Merger Sub obtaining
financing. There can be no assurance that the Offer or the Merger will be
consummated.
The press releases issued (i) December 11, 1997 by the Company and
MascoTech and (ii) December 17, 1997 by MascoTech are attached hereto as
Exhibits 99.a and 99.b, respectively.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2 Agreement and Plan of Merger dated as of December 10, 1997, as
amended by Amendment No. 1 dated as of December 15, 1997, among
TriMas Corporation, MascoTech, Inc. and MascoTech Acquisition,
Inc. (incorporated by reference to Annex A to the Offer to
Purchase dated December 17, 1997 filed as Exhibit (a)(1) to the
Tender Offer Statement on Schedule 14D-1 of MascoTech, Inc.
and MascoTech Acquisition, Inc. dated December 17, 1997, filed
pursuant to Section 14(d)(1) of the Securities Exchange Act of
1934).
99.a Press Release issued by TriMas Corporation and MascoTech, Inc.
dated December 11, 1997 (incorporated by reference to Exhibit
(a)(8) to the Tender Offer Statement on Schedule 14D-1 of
MascoTech, Inc. and MascoTech Acquisition, Inc. dated December
17, 1997 filed pursuant to Section 14(d)(1) of the Securities
Exchange Act of 1934).
99.b Press Release issued by MascoTech, Inc. dated December 17, 1997
(incorporated by reference to Exhibit (a)(9) to the Tender Offer
Statement on Schedule 14D-1 of MascoTech, Inc. and MascoTech
Acquisition, Inc. dated December 17, 1997 filed pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934).
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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 thereunto duly authorized.
TriMas Corporation
By:/s/Brian P. Campbell
Brian P. Campbell
Its: President
Dated: December 22, 1997
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EXHIBIT INDEX
2 Agreement and Plan of Merger dated as of December 10, 1997, as
amended by Amendment No. 1 dated as of December 15, 1997, among
TriMas Corporation, MascoTech, Inc. and MascoTech Acquisition,
Inc. (incorporated by reference to Annex A to the Offer to
Purchase dated December 17, 1997 filed as Exhibit (a)(1) to the
Tender Offer Statement on Schedule 14D-1 of MascoTech, Inc.
and MascoTech Acquisition, Inc. dated December 17, 1997, filed
pursuant to Section 14(d)(1) of the Securities Exchange Act of
1934).
99.a Press Release issued by TriMas Corporation and MascoTech, Inc.
dated December 11, 1997 (incorporated by reference to Exhibit
(a)(8) to the Tender Offer Statement on Schedule 14D-1 of
MascoTech, Inc. and MascoTech Acquisition, Inc. dated December
17, 1997 filed pursuant to Section 14(d)(1) of the Securities
Exchange Act of 1934).
99.b Press Release issued by MascoTech, Inc. dated December 17, 1997
(incorporated by reference to Exhibit (a)(9) to the Tender Offer
Statement on Schedule 14D-1 of MascoTech, Inc. and MascoTech
Acquisition, Inc. dated December 17, 1997 filed pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934).