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) November 21, 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 2.05. Costs Associated with Exit or Disposal Activities.
On November 21, 2012, TriMas Corporation (the “Corporation”) determined that the Corporation will permanently cease production at the Cequent Performance Products, Inc. (“Cequent”), a wholly owned subsidiary of the Corporation, plant in Goshen, Indiana and close the facility. The decision to close the plant and move the work to Cequent's Mexico-based operations is the result of the Corporation's effort to focus resources in a manner that will best serve its customers and better position the company to remain competitive in the markets that it serves. The anticipated closure is expected to result in the separation of approximately 450 employees in Goshen, Indiana and be completed by December 31, 2013.
Charges associated with employee termination costs are estimated to range from $5 million to $6 million and plant relocation charges are also estimated to range from $5 million to $6 million, of which approximately $2.0 million to $2.5 million relate to the transfer of machinery and equipment to the new facility, for total estimated costs in the range of $10 million to $12 million. Of this total, cash charges are estimated to range from $8 million to $10 million. In addition, Cequent is party to a lease agreement for the Goshen, Indiana facility, for which it has future non-cancellable rent payments due of approximately $11 million post the anticipated closure date. The Corporation may incur a charge to the extent this obligation is greater than estimated future sublease recoveries. All estimated amounts are subject to change until finalized. Charges for the employee termination and plant relocation costs are expected to be recognized during the period from November 21, 2012 through December 31, 2013, while the future unrecoverable lease obligation charge, if any, is expected to be recognized upon the cease-use date of the plant.
On November 21, 2012, the Corporation issued a press release announcing the closing of the Goshen, Indiana facility, a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.
This Current Report on Form 8-K contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. They are based on management's expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. You can identify these statements by the fact that they do not relate strictly to historic or current facts. They use words such as “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. In particular, the estimated costs and charges described in this Current Report on Form 8-K are forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to:
• | the timing of the closing of the affected facility; |
• | separation and severance amounts that differ from original estimates because of the timing of employee terminations; |
• | amounts for non-cash charges relating to property, plant and equipment that differ from the original estimates because of the ultimate fair market value of such property, plant and equipment; and |
• | the success of our cost savings and restructuring measures. |
We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements.
We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised, however, to consult any further disclosures we make on related subjects in our reports on Form 10-Q, 8-K and 10-K that we provide to the Securities and Exchange Commission. You should understand that it is not possible to predict or identify all risk factors. Consequently, you should not consider any list to be a complete set of all potential risks or uncertainties.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished or filed, as applicable, herewith:
Exhibit No. | Description | |
99.1 | Press Release dated November 21, 2012. | |
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: November 26, 2012 | By: | /s/ Joshua A. Sherbin | |
Name: | Joshua A. Sherbin | ||
Title: | Vice President, General Counsel and Corporate Secretary | ||
FOR IMMEDIATE RELEASE | |||
CONTACTS: | Alan Upchurch | Michael Szudarek | |
(248) 855-6777 | (248) 855-6777 | ||
aupchurch@marxlayne.com | mszudarek@marxlayne.com | ||
TRIMAS CORPORATION CONTINUES TO DRIVE PRODUCTIVITY
AND THE MANUFACTURING FOOTPRINT
BLOOMFIELD HILLS, Michigan, November 21, 2012 - TriMas Corporation (NASDAQ: TRS) - a diversified global manufacturer of engineered and applied products - continues its progress and focus on productivity and expanding and optimizing its global manufacturing footprint to better serve its customers.
“Over the past several years, TriMas has launched numerous growth and productivity initiatives across our businesses, with the savings enabling us to fund our growth programs,” said Dave Wathen, president and chief executive officer of TriMas. “As a result, we have been establishing several new plants and moving some production locations in order to increase capacity, better support our global customers in new locations, drive productivity and better leverage a more efficient cost structure. All of these investments are designed to enable continuous improvement for our customers and enhance overall TriMas' value.”
Major highlights include:
• | Adding a specialty dispensing manufacturing plant in Ohio adjacent to a significant customer; |
• | Opening new branches in the energy business in Michigan, Minnesota, Colorado and Singapore to better support customers' requirements; |
• | Adding gasket and bolt manufacturing capability in Brazil; |
• | Opening a state-of-the-art production facility in Arizona to support manufacture of new products awarded by aerospace customers; |
• | Consolidating two older plants in Australia into a single state-of-the-art manufacturing facility of trailering and towing products for significantly better efficiencies; |
• | Doubling the capacity of the manufacturing facility in Thailand to better serve increasing demand of global automotive customers; and |
• | Relocating the manufacturing from the Goshen, Indiana Cequent facility to the existing Cequent facility in Reynosa, Mexico. |
Today, the Company announced the future closure of its Cequent Performance Products' facility in Goshen, Indiana. This facility currently manufactures hitches, weight distribution systems, fifth wheels, underbed structures and gooseneck systems, and employs approximately 450 people. Manufacturing operations will be relocated to Cequent Performance Products' existing facility in Reynosa, Mexico. In conjunction with this move, Cequent Performance Products' warehouse in Huntington, Indiana will also close and an existing Cequent facility in Tekonsha, Michigan will serve as a warehouse. The announced transition will take place throughout 2013.
“While these types of decisions are never easy, we make them with significant consideration. We are focused on providing a smooth transition for our customers and remain committed to providing quality product with
speed. For those employees affected by the closure, the Company is committed to working with them during this transition,” said Wathen.
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 Americas and Cequent Asia Pacific. TriMas has approximately 4,500 employees at more than 60 different facilities in 17 countries. For more information, visit www.trimascorp.com.
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