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As filed with the Securities and Exchange Commission on January 15, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 5)
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:
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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 Amendment No. 5 (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 and Amendment No. 4, dated January 14,
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 3. Past Contacts, Transactions or Negotiations with the Subject Company.
(b) Item 3(b) is hereby amended by amending the third sentence
of the last full paragraph of the subsection "The Tender Offer--Certain
Information Concerning the Company--Certain Projections" of the Offer to
Purchase so that the paragraph reads in its entirety as follows:
The projections were prepared solely for internal
use and not with a view to public disclosure or compliance
with the published guidelines of the Commission or the
American Institute of Certified Public Accountants
regarding projections and were not prepared with the
assistance of, or reviewed by, independent accountants.
Such projections are included by Purchaser in this Offer
to Purchase solely because such information was furnished
to Parent and Purchaser by the Company. None of Parent,
Purchaser, the Company, BT Wolfensohn, Salomon Smith
Barney or any other person provides any assurances
as to the accuracy of the projected outcomes or
completeness of the projections, and the inclusion of such
projected information in this Offer to Purchase should not
be regarded as an indication that any of such persons
consider such projected outcomes to be accurate or
reliable. The projections were not prepared in accordance
with generally accepted accounting principles and were not
audited or reviewed by any independent accounting firm,
nor did any such firm perform any other services with
respect thereto. While presented with numerical
specificity, the projections are based on a variety of
assumptions relating to the businesses of the Company,
industry performance, general business and economic
conditions and other matters which are inherently subject
to significant uncertainties and contingencies, many of
which are beyond the Company's control. These assumptions
involve judgments with respect to, among other things,
future economic and competitive conditions, inflation
rates and future business conditions. Therefore, such
projections are inherently imprecise and there can be no
assurance that they will prove to be reliable. Also,
actual future results may vary materially from those shown
in the projections. None of Parent, Purchaser, the
Company, BT Wolfensohn or Salomon Smith Barney is under
any obligation to or has any intention to update the
projections at any future time.
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 15, 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