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As filed with the Securities and Exchange Commission on January 23, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
(Final Amendment)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
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TRIMAS CORPORATION
(Name of Issuer)
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MASCOTECH, INC.
TRIMAS CORPORATION
RICHARD A. MANOOGIAN
(Name of Person(s) Filing Statement)
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Common Stock, $.01 Par Value
(Title of Class of Securities)
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896215100
(CUSIP Number of Class of Securities)
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David B. Liner, Esq. Brian P. Campbell
MascoTech, Inc. TriMas Corporation
21001 Van Born Road 315 East Eisenhower Parkway
Taylor, Michigan 48180 Ann Arbor, Michigan 48108
(313) 274-7405 (313) 747-7025
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
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With Copies to:
David W. Ferguson, Esq. Jerome M. Schwartz, Esq.
Davis Polk & Wardwell Dickinson Wright PLLC
450 Lexington Avenue 500 Woodward Avenue, Suite 4000
New York, NY 10017 Detroit, Michigan 48226
(212) 450-4000 (313) 223-3628
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This Final Amendment (this "Amendment") amends and supplements
the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3")
originally filed on December 17, 1997 by (i) MascoTech, Inc., a Delaware
corporation ("Parent"), (ii) MascoTech Acquisition, Inc.,* a Delaware
corporation and a wholly owned subsidiary of Parent ("Purchaser"), and (iii)
TriMas Corporation, a Delaware corporation (the "Company"), as amended by
Amendment No. 1, dated December 22, 1997, Amendment No. 2, dated December 31,
1997, Amendment No. 3, dated January 7, 1998, Amendment No. 4, dated January
14, 1998, Amendment No. 5, dated January 15, 1998 and Amendment No. 6, dated
January 20, 1998, relating to the offer by Purchaser to purchase all of the
issued and outstanding shares (the "Shares") of common stock, $.01 par value
per share, of the Company at a price of $34.50 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated December 17, 1997 and in the related Letter of Transmittal.
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*On January 22, 1998, MascoTech Acquisition, Inc. merged with and into
TriMas Corporation and, as a result of such merger, ceased to exist as a
separate entity.
All capitalized terms used in this Amendment without definition
have the meanings attributed to them in the Schedule 13E-3.
The transaction to which this Statement relates was completed
on January 22, 1998 when the Merger was consummated.
The items of the Schedule 13E-3 set forth below are hereby
amended and supplemented as follows:
Item 10. Interest in Securities of the Issuer.
Item 10(a) is hereby supplemented and amended to incorporate by
reference the information set forth in the Press Release issued by Parent on
January 22, 1998, attached hereto as Exhibit (d)(12).
Item 17. Material to be Filed as Exhibits.
Item 17 is hereby supplemented and amended to add the following exhibit:
(d)(12) Text of Press Release issued by Parent on January 22, 1998.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment is true, complete and correct.
January 23, 1998 MASCOTECH, INC.
By: /s/ David B. Liner
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Name: David B. Liner
Title: Vice President and Corporate Counsel
MASCOTECH ACQUISITION, INC.*
TRIMAS CORPORATION
By: /s/ David B. Liner
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Name: David B. Liner
Title: Secretary
/s/ Richard A. Manoogian
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Richard A. Manoogian
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*On January 22, 1998, MascoTech Acquisition, Inc. merged with and into
TriMas Corporation and, as a result of such merger, ceased to exist as a
separate entity.
EXHIBIT INDEX
Exhibit No.
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(d)(12) Text of Press Release issued by Parent on
January 22, 1998.
Exhibit (d)(12)
FOR IMMEDIATE RELEASE January 22, 1998
MASCOTECH, INC. COMPLETES ACQUISITION OF
TRIMAS CORPORATION
MascoTech, Inc. (NYSE:MSX) today announced that the merger of its
wholly-owned subsidiary, MascoTech Acquisition, Inc., with TriMas Corporation
(NYSE:TMS) became effective today, completing MascoTech's acquisition of
TriMas. Under the terms of the merger, all remaining TriMas stockholders will
receive $34.50 in cash upon surrender of the certificates for their shares to
The Bank of New York, as Depositary Agent appointed for that purpose. A
Notice of Merger and Letter of Transmittal for surrendering shares will be
mailed to all remaining holders of record of TriMas common stock promptly.
MascoTech's transportation-related businesses include metal-worked
components primarily for vehicle engine and drivetrain applications and
automotive aftermarket products. TriMas is a diversified proprietary products
company with leadership product positions in commercial, industrial and
consumer niche markets.
Visit MascoTech's website at http://www.mascotech.com. MascoTech's
press releases are also available through Company News On-Call by fax,
800-758-5804, extension 535375, or http:www.prnewswire.com.