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): January 13, 2009

TRIMAS CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 248-631-5450

N/A

(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 5.02.              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 13, 2009, TriMas Corporation, a Delaware corporation (the “Company”), announced that its Board of Directors appointed David M. Wathen to succeed Grant H. Beard as President and Chief Executive Officer of the Company, effective immediately.  Concurrently, Mr. Beard resigned as the Company’s President and Chief Executive Officer and as a member of the Company’s Board of Directors.  Mr. Wathen will also join the Company’s Board of Directors.

Mr. Wathen, 56 years old, has served in senior leadership positions at several industrial companies including Eaton Corporation where he functioned as Chief Executive Officer of a large free-standing subsidiary, Allied Signal Corporation where he served as president of the Frictions Materials Division, Emerson Electric Company where he served as president of its U.S. Electrical Motors Division and General Electric Company where he held a variety of managerial positions.  Most recently, he served as President and Chief Executive Officer of the North American Operations of Balfour Beatty Inc., a leading, publicly-traded UK-based engineering, construction, services and investment business.

A copy of the offer letter agreement (the “Letter Agreement”) with Mr. Wathen providing the compensation and related benefits to Mr. Wathen during his employment with TriMas is attached hereto as Exhibit 10.1.  Mr. Wathen also will be eligible to receive the benefits of the TriMas Executive Severance / Change of Control Policy (“Severance Policy”), a copy of which was filed with the Commission on November 10, 2008.  In connection with Mr. Wathen’s employment, TriMas intends to enter into a written indemnification agreement with Mr. Wathen in the form of TriMas’ standard indemnification agreement for officers and directors.

Although Mr. Beard’s separation agreement with the Company has not been finalized, the Company currently expects that it will provide: (a) continuation of  Mr. Beard’s annual base salary for a period of 24 months, less applicable taxes and withholdings and paid in accordance with the Company’s payroll schedule over 24 months; (b) a cash bonus of $875,000, which is equal to one year’s bonus at Mr. Beard’s target level, payable in equal installments over 24 months; (c) coverage under the Company’s group health, dental and prescription benefit plans, with the Company reimbursing the premium for up to 24 months; and (d) executive level outplacement services for up to 12 months. As a condition to receiving these severance payments, Mr. Beard will be required to agree to a customary release of claims and a 24 month non-competition and non-solicitation covenant.   It is a condition to Mr. Beard’s resignation that if the Company and Mr. Beard are unable to reach agreement on a separation agreement on the terms outlined above within 21 days, then Mr. Beard will instead receive severance payments and benefits in accordance with the Severance Policy on a “terminated without cause” basis, which payments and benefits are substantially the same as those outlined above for the expected separation agreement, and subject to Mr. Beard agreeing to a customary release of claims and a 24 month non-competition and nonsolicitation covenant.

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SIGNATURE

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.

Date:  January 13, 2009

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EXHIBIT INDEX

Exhibit 10.1 - - Offer Letter from TriMas Corporation to David M. Wathen, dated January 12, 2009

Exhibit 99.1 - - Press release of TriMas Corporation, dated January 13, 2009

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Exhibit 10.1

January 12, 2009

Mr. David Wathen

Dear Dave,

Your discussions with the TriMas Board of Directors left every member you met with a very positive impression of your experience, knowledge, personal qualities and sense of commitment.  Accordingly, we are delighted to extend to you an offer of employment as President and Chief Executive Officer of TriMas Corporation.

If you return a signed copy of this letter to us by January 13, then, subject to the Board’s acceptance of this letter, your employment with TriMas will begin on January 14, 2009, or such later date as may be set by the Board (“Start Date”).

We also intend to elect you as a member of TriMas Corporation’s Board of Directors. As President and CEO, you will report to the Board of Directors. The general terms and conditions of this offer are as follows:

We are looking forward to having you become President and Chief Executive Officer of TriMas Corporation. We are highly confident in your ability to lead the organization in the successful growth and performance of the business.

This letter is not intended to be a contract of employment.  It describes the initial terms of employment that will apply.  The Board reserves the right to modify the terms of your employment at anytime, and your employment can be terminated by you or the company at anytime with or without reason, subject to the TriMas Executive Severance/Change of Control policy (as that policy may be modified from time to time).  If this letter accurately reflects your understanding of the offer, please indicate your understanding and acceptance by signing a copy of this letter and returning it to us.

Accepted

Exhibit 99.1

FOR IMMEDIATE RELEASE

TRIMAS NAMES DAVID WATHEN PRESIDENT AND CHIEF EXECUTIVE OFFICER

Experienced Executive Brings Significant Industry Expertise and

Track Record of Operational Excellence

BLOOMFIELD HILLS, Michigan, January 14, 2009 — TriMas Corporation (NYSE: TRS) — a diversified growth company of specialty niche businesses — today announced that David M. Wathen, 56, has been appointed President and Chief Executive Officer, succeeding Grant H. Beard, who has resigned from these positions and from the TriMas Board of Directors.  Mr. Wathen will also join the TriMas Board of Directors.

Mr. Wathen brings over three decades of industry experience, having served in leadership positions at several premier, industrial companies including Eaton Corporation where he functioned as CEO of a large free-standing subsidiary, Allied Signal Corporation where he served as president of the Frictions Materials Division, Emerson Electric Company where he served as president of its U.S. Electrical Motors Division and General Electric Company where he held a variety of managerial positions.  Most recently, he served as President and Chief Executive Officer of the North American Operations of Balfour Beatty, Inc., a leading, publicly-traded UK-based engineering, construction, services and investment business, where he ran a business with over $1 billion in revenues and approximately 4,000 employees.

Commenting on the appointment, Samuel Valenti III, Chairman of the Board of TriMas, said, “We are very pleased to welcome David Wathen, who is an exceptionally talented, dynamic and team-oriented leader who brings a unique combination of skills and experience to TriMas.  While the Company has made great strides in its strategic growth and cost-management initiatives, we welcome new leadership to position TriMas to deliver enhanced value for shareholders over the long-term.”

Mr. Wathen said, “TriMas is a solid business with a strong foundation and a compelling group of businesses.  From my preliminary assessment of the Company, I am confident we can identify and pursue significant additional opportunities to strengthen the Company’s operations.  I look forward to working with the talented management team and dedicated employees at TriMas to leverage the Company’s strengths and position it to achieve its enormous potential.”

Daniel P. Tredwell, Member of the Executive Committee of the Board of TriMas and Senior Managing Director of Heartland Industrial Partners, L.P. which owns 45% of the outstanding common stock of TriMas, said, “David is an accomplished executive with a strong track record of driving performance and cash flow improvement at every business he has run.  We look forward to him protecting value for TriMas during the current economic environment and helping TriMas capitalize on the many opportunities for higher value in its multiple businesses in the future.”

Mr. Tredwell continued, “With the assistance of Spencer Stuart, an executive search firm, the Board conducted a thorough search process, and we are delighted that we were able to recruit someone of David’s caliber to lead the Company.”

“On behalf of the Board, I would like to thank Grant Beard for his dedication, accomplishments and numerous contributions to TriMas,” Mr. Valenti said. “We wish him well in his future endeavors.”

Prior to joining Balfour Beatty, Mr. Wathen worked as a General Partner and Principal at Questor Management Company, a private equity and consulting firm.  Before that, he was Senior Vice President, Group Executive and President of Cutler-Hammer, Inc., an independent subsidiary of Eaton Corporation where he successfully completed the integration of the $1 billion Westinghouse electrical business, reorganized the company, led five acquisitions and created a new service business that produced incremental revenues of $100 million in its first year.  At both Allied Signal Corporation and Emerson Electric Company, he led the successful turnarounds of the divisions under his leadership.  He began his career in 1977 at General Electric Company, where he served in various capacities for twelve years, including several leadership roles.  Mr. Wathen obtained an M.B.A. from St. Francis College and a B.S. in Mechanical Engineering from Purdue University.

Conference call information:

TriMas Corporation will host a conference call today, January 14, 2009, at 10:00 a.m. ET. The call-in number is 1-866-237-3252. Participants should request to be connected to the TriMas Corporation conference call (conference ID number 356494).

The conference call will also be webcast simultaneously on the Company’s website at www.trimascorp.com. A replay of the conference call will be available following the call on the TriMas website or by dialing 1-888-348-4629 (access code 356494) through January 28, 2009, at 11:59 p.m. ET.

About TriMas

Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NYSE: TRS) is a diversified growth company of high-end, specialty niche businesses manufacturing a variety of highly engineered products for commercial, industrial and consumer markets worldwide. TriMas Corporation is organized into five strategic business groups: Packaging Systems, Energy Products, Industrial Specialties, RV & Trailer Products and Recreational Accessories. TriMas Corporation has nearly 5,000 employees at 70 different facilities in 10 countries. For additional information, please visit www.trimascorp.com.

INVESTOR CONTACT:

TriMas Corporation

Sherry Lauderback

VP, Investor Relations & Communications

+1-248-631-5506

sherrylauderback@trimascorp.com

MEDIA CONTACT:

Sard Verbinnen & Co.

Brandy Bergman/Lesley Bogdanow

+1-212-687-8080

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