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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: 3235-0060 |
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Washington,
D.C. 20549 |
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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) June 9, 2010
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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001-10716 |
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38-2687639 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan |
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48304 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code (248) 631-5400
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
As previously reported on April 30, 2010 in a Quarterly Report on Form 10-Q, TriMas Corporations (the Company) subsidiary, Norris Cylinder Company (Norris), entered into an asset purchase agreement (the Asset Purchase Agreement) with Taylor-Wharton International, LLC (TWI) and its subsidiary, TW Cylinders LLC, to purchase certain assets related to TWIs high and low-pressure cylinder business for the purchase price of $11 million, payable in cash at closing and subject to an estimated net working capital adjustment, if any. The estimated net working capital adjustment remains subject to a post-closing review and further adjustment, if necessary.
On June 10, 2010, the Company announced that it had closed the transactions pursuant to the Asset Purchase Agreement on June 9, 2010. The total purchase price paid at closing was $11,793,000, inclusive of the estimated net working capital adjustment which remains subject to post-closing review and further adjustment, if necessary. Pursuant to the Asset Purchase Agreement, Norris held back $375,000 of the purchase price pending delivery of certain of the acquired assets and placed into escrow $1,750,000 of the purchase price to secure certain of TWIs post-closing obligations.
TWI and certain of its affiliates had filed bankruptcy petitions and motions for voluntary Chapter 11 reorganization under the United States Bankruptcy Code, the Asset Purchase Agreement required the approval of the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court), which approval was granted pursuant to the issuance of an order entered on June 9, 2010.
The foregoing summary is qualified by the Asset Purchase Agreement dated April 27, 2010, filed as an exhibit to the Form 10-Q filed on April 30, 2010.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are furnished herewith:
99.1 Press Release dated June 10, 2010.
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.
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TRIMAS CORPORATION |
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Date: June 10, 2010 |
/s/ Joshua A. Sherbin |
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Name: |
Joshua A. Sherbin |
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Title: |
Vice President, General Counsel and Secretary |
Exhibit 99.1
FOR IMMEDIATE RELEASE |
CONTACT: |
Sherry Lauderback |
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Vice President Investor Relations & |
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Communications |
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(248) 631-5506 |
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sherrylauderback@trimascorp.com |
BLOOMFIELD HILLS, Michigan, June 10, 2010 TriMas Corporation (NASDAQ: TRS) a diversified global manufacturer of engineered and applied products today announced that its Norris Cylinder subsidiary, included in the Companys Engineered Components segment, has acquired certain assets related to Taylor-Wharton Internationals (TWI) high and low-pressure cylinder business for the purchase price of $11 million of cash. The purchase price remains subject to a net working capital adjustment, if any, to be finalized within 90 days. As previously disclosed, Norris Cylinder entered into a purchase agreement on April 30, 2010 to purchase these cylinder assets pending approval by the court overseeing TWIs bankruptcy filing, which was finalized June 9, 2010.
As part of the transaction, the Company acquired the Huntsville, Alabama facility, which generated 2009 revenues of approximately $17 million. The Huntsville operation, formerly known as Coyne Cylinder, manufactures acetylene cylinders, small and intermediate high-pressure EN and ISO 200-bar cylinders, and specialty cylinders including gas sampling/lecture bottles, inflation and aviation cylinders and nickel cylinders.
We are pleased to opportunistically purchase these complementary assets through the bankruptcy process which we will integrate immediately into the operations of our Norris Cylinder business, commented David Wathen, President and Chief Executive Officer of TriMas. This acquisition, which is consistent with our bolt-on strategy, affords us access to new and expanded products to better service and meet our customers needs. Incorporating this business into the TriMas operating model will allow us to leverage the manufacturing capabilities of the Huntsville facility and realize other operating efficiencies.
This combination positions Norris Cylinder as the premier manufacturer of cylinders for the industrial market, as well as the leading provider of highly-engineered specialty cylinder products, said Jerry VanAuken, President of Norris Cylinder. While the synergies between these two businesses are significant, we are most excited about the ability to expand our product offering to our existing customers, as well as bringing new customers to Norris. We are also pleased to welcome the employees of the Huntsville operation into the Norris family.
About Norris Cylinder
Located in Longview, Texas, Norris Cylinder is one of the worlds leading suppliers of high-pressure and low-pressure gas cylinders for storage, transportation and dispensing of compressed industrial gases. Norris Cylinder supplies its products to major industrial gas
producers, welding equipment distributors and equipment manufacturers. For additional information, visit www.norriscylinder.com or call (903) 757-7633.
About TriMas
Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NASDAQ: TRS) provides engineered and applied products for growing markets worldwide. TriMas is organized into five strategic business segments: Packaging, Energy, Aerospace & Defense, Engineered Components and Cequent. TriMas has approximately 3,900 employees at more than 60 different facilities in 11 countries. For more information, visit www.trimascorp.com.
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