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As filed with the Securities and Exchange Commission on January 20, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Final Amendment)
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TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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TRIMAS CORPORATION
(Exact name of Subject Company)
MASCOTECH, INC.
MASCOTECH ACQUISITION, INC.
(Bidders)
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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.
MascoTech, Inc.
21001 Van Born Road
Taylor, Michigan 48180
(313) 274-7405
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing
Statement)
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, New York 10017 Detroit, Michigan 48226
(212) 450-4000 (313) 223-3628
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This Final Amendment (this "Amendment") amends and supplements
the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") originally
filed on December 17, 1997 by MascoTech, Inc., a Delaware corporation
("Parent"), and MascoTech Acquisition, Inc., a Delaware corporation and a
wholly owned subsidiary of Parent ("Purchaser"), 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 and Amendment No. 5, dated January 15, 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 TriMas Corporation, a Delaware
corporation, 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.
All capitalized terms used in this Amendment without definition
have the meanings attributed to them in the Schedule 14D-1.
The item of the Schedule 14D-1 set forth below is hereby amended and
supplemented as follows:
Item 6. Interest in Securities of the Subject Company.
Item 6 is hereby supplemented and amended to incorporate by reference
the information set forth in the Press Release issued by Parent on January
19, 1998, attached hereto as Exhibit (a)(11).
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby supplemented and amended by adding the following
exhibit:
(a)(11) Text of Press Release issued by Parent on January 19, 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 20, 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.
By: /s/ David B. Liner
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Name: David B. Liner
Title: Secretary
EXHIBIT INDEX
Exhibit No.
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(a)(11) Text of Press Release issued by Parent on January 19, 1998.
Exhibit (a)(11)
FOR IMMEDIATE RELEASE January 19, 1998
MASCOTECH, INC. COMPLETES OFFER FOR TRIMAS
CORPORATION
MascoTech, Inc. (NYSE:MSX) today announced that its tender offer,
through its wholly-owned subsidiary, MascoTech Acquisition, Inc., for all
of the outstanding shares of common stock of TriMas Corporation (NYSE:TMS)
at $34.50 net per share expired at midnight, Eastern Standard Time, Friday,
January 16, 1998, and that it will accept for payment and promptly pay for
all common shares of TriMas tendered pursuant to the Offer.
Approximately 24.7 million shares were tendered in the Offer.
Excluding shares that could not be tendered due to restrictions under
TriMas stock plans, the shares tendered, together with the 15.2 million
shares previously owned by MascoTech, represent approximately 99% of the
outstanding shares of TriMas common stock. MascoTech anticipates that the
merger between MascoTech Acquisition, Inc. and TriMas will occur promptly
after payment and purchase of the shares. The value of the transaction is
approximately $900 million.
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.