UNITED STATES | OMB APPROVAL | |
SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0060 Expires: March 31, 2014 Estimated average burden hours per response. . . 5.0 | |
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) May 11, 2012
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) | |
Registrant’s telephone number, including area code (248) 631-5450
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 8.01. Other Events.
On May 15, 2012, TriMas Corporation (the “Company”) announced that, pursuant to the authorization of the Company’s Board of Directors, on May 11, 2012, the Company gave notice to The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, dated as of December 29, 2009 (the “Indenture”), governing the Company’s 9.75% Senior Secured Notes (the “Notes”) due 2017, of its intention to redeem a portion of the Notes outstanding on June 14, 2012 (the “Redemption Date”), in an aggregate principal amount of $50 million, pursuant to the optional redemption provisions in the Indenture. The redemption price for the redeemed Notes will be 109.750% of the principal amount plus all accrued and unpaid interest thereon to the Redemption Date.
Following the redemption, approximately $200 million in principal amount of the Notes will remain outstanding.
A copy of the press release announcing the redemption is attached as Exhibit 99.1 to this Form 8-K.
The press release attached hereto as Exhibit 99.1 shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the Notes described therein.
Item 9.01 Financial Statements and Exhibits
Exhibit No. | Description | |
99.1 | Press Release issued by TriMas Corporation on May 15, 2012, reporting its redemption of certain 9.75% Senior Secured Notes due 2017 | |
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: May 15, 2012 | By: | /s/ Joshua A. Sherbin | |
Name: | Joshua A. Sherbin | ||
Title: | Vice President, General Counsel and Corporate Secretary | ||
FOR IMMEDIATE RELEASE | CONTACT: | Christine Parker Communications Specialist (248) 631-5438 christineparker@trimascorp.com | |
TRIMAS CORPORATION ANNOUNCES PARTIAL REDEMPTION
OF ITS 9.75% SENIOR SECURED NOTES
BLOOMFIELD HILLS, Michigan, May 15, 2012 – TriMas Corporation (NASDAQ: TRS) – a diversified manufacturer of engineered and applied products – announced today that, pursuant to authorization of the Company’s Board of Directors, on May 11, 2012, the Company gave notice to The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, dated as of December 29, 2009 (the “Indenture”), governing the Company’s 9.75% Senior Secured Notes (the “Notes”) due 2017, of its intention to redeem a portion of the Notes outstanding on June 14, 2012 (the “Redemption Date”), in an aggregate principal amount of $50 million, pursuant to the optional redemption provisions in the Indenture. The redemption price for the redeemed Notes will be 109.750% of the principal amount plus all accrued and unpaid interest thereon to the Redemption Date. Following the redemption, approximately $200 million in principal amount of the Notes will remain outstanding.
Additional information concerning the terms and conditions of the redemption will be fully described in the notice distributed to registered holders of the Notes as required pursuant to the terms of the Indenture.
About TriMas
Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NASDAQ: TRS) provides engineered and applied products for growing markets worldwide. TriMas is organized into six reportable segments: Packaging, Energy, Aerospace & Defense, Engineered Components, Cequent Asia Pacific and Cequent North America. TriMas has approximately 4,100 employees at more than 60 different facilities in 15 countries. For more information, visit www.trimascorp.com.
Cautionary Notice Regarding Forward-looking Statements
Any “forward-looking” statements contained herein, including those relating to market conditions or the Company’s financial condition and results, expense reductions, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including, but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Company’s business and industry, the Company’s substantial leverage, liabilities imposed by the Company’s debt instruments, market demand, competitive factors, supply constraints, material and energy costs, technology factors, litigation, government and regulatory actions, the Company’s accounting policies, future trends, and other risks which are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and in the Company’s Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements.
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