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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
TriMas Corporation
(Name of Issuer)
Common Stock, $. 01 par value
(Title of class of securities)
896215-10-0
(CUSIP number)
Richard A. Manoogian, 21001 Van Born Road,
Taylor, Michigan 48180, (313) 274-7400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 1989
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement including all exhibits should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following page(s))
Page 1 of 5 Pages
PAGE
CUSIP No. 896215-10-0 13D Page 2 of 5 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Richard A. Manoogian
###-##-####
2) CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (A) [ ] (B) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
00
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7) SOLE VOTING POWER
442,211
8) SHARED VOTING POWER
0
9) SOLE DISPOSITIVE POWER
82,211
10) SHARED DISPOSITIVE POWER
360,000
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
442,211
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9%
14) TYPE OF REPORTING PERSON
IN
PAGE
Page 3 of 5 Pages
Item 1. Security and Issuer
Common Stock, $.01 par value, of TriMas Corporation, 315 East Eisenhower
Parkway, Ann Arbor, Michigan 48108.
Item 2. Identity and Background
(a) Richard A. Manoogian
(b) 21001 Van Born Road, Taylor, Michigan 48180
(c) Chairman of the Board and Chief Executive Officer of Masco
Corporation, a manufacturer of products for the home and family, 21001 Van Born
Road, Taylor, Michigan 48180. The reporting person is also the Chairman of the
Board and Chief Executive Officer of Masco Industries, Inc. and Chairman of the
Board of the Issuer
(d) No
(e) No
(f) United States of America
Item 3. Source and Amount of Funds or Other Consideration
200,000 shares were purchased from Masco Industries, Inc. and 160,000 from
Masco Corporation, in each case payment being made by delivery of the reporting
person's promissory notes in the amount of $9,000,000 and $7,200,000,
respectively. In addition, 18,963 shares were acquired on February 14, 1989 by
reason of a special dividend to stockholders of Masco Corporation and 63,248
shares through a private purchase on April 14, 1989 from Alex Manoogian,
Trustee, in exchange for a promissory note in the amount of $2,023,936.
Item 4. Purpose of Transaction
360,000 shares in the aggregate were acquired from Masco Corporation and
Masco Industries, Inc., as described in Item 3, pursuant to offers to the
officers and certain key executives of the respective sellers, authorized and
approved by their respective Boards of Directors. Shares have been purchased by
the reporting person for investment purposes. Depending upon market conditions
and other factors, reporting person may acquire additional shares in the open
market or by private purchase, or subject to the restrictions on sale described
in Item 6, may dispose of some or all of the shares.
PAGE
Page 4 of 5 Pages
Item 5. Interest in Securities of Issuer
(a) Reporting person presently beneficially owns 442,211 shares, which
he believes represents 9% of the common stock of the Issuer presently
outstanding
(b) Reporting person has the sole power to vote and dispose of the
442,211 shares owned by him, subject to continuing employment and certain
restrictions on sale and rights to repurchase 360,000 shares in the aggregate as
provided in agreements with Masco Corporation and Masco Industries, Inc.
pursuant to which such shares were purchased, as further described in Item 6 and
Exhibits I, II, III and IV
(c) None
(d) 360,000 shares in the aggregate are subject to the agreements
referred to in (b) above, and under certain circumstances as described in
Exhibits I and II the sellers are entitled to the proceeds of sale of the shares
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
200,000 shares were purchased from Masco Industries, Inc. and 160,000
shares from Masco Corporation pursuant to purchase agreements which prohibit
sale of the shares prior to June 30, 1996 except pursuant to a registration
statement, and in any event not prior to January 1, 1993 at which time 50% of
the shares may be sold, an additional 25% one year thereafter and the balance
after December 31, 1993. Such agreements further provide the sellers with the
several options to re-purchase the shares if the reporting person's employment
is terminated prior to June 30, 1994 other than by reason of death, retirement
on or after normal retirement age or permanent and total disability, and the
agreements contain further provisions concerning proceeds of sale, payment of
interest and other matters upon termination of employment. Certain of the
sellers' rights pursuant to such agreements terminate in the event of a change
in control of a seller.
Item 7. Material to be Filed as Exhibits
a. Exhibit I - Letter agreement dated June 29, 1989 between Masco
Corporation and Richard A. Manoogian
PAGE
Page 5 of 5 Pages
b. Exhibit II - Promissory Note of Richard A. Manoogian dated June
30, 1989 payable to Masco Corporation in the sum
of $7,200,000
c. Exhibit III - Letter Agreement dated June 29, 1989 between Masco
Industries, Inc. and Richard A. Manoogian
d. Exhibit IV - Promissory Note of Richard A. Manoogian dated June
30, 1989 payable to Masco Industries, Inc. in the
sum of $9,000,000
e. Exhibit V - Letter Agreement dated April 14, 1989 between Alex
Manoogian, Trustee and Richard A. Manoogian
f. Exhibit VI - Promissory Note of Richard A. Manoogian dated
April 14, 1989 payable to Alex Manoogian, Trustee
in the sum of $2,023,936
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement
is true, complete and correct.
Date: July 7, 1989
/s/ Victor J. DeSantis
Richard A. Manoogian
by Victor J. DeSantis, Attorney
PAGE
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TriMas Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
896215-10-0
(CUSIP number)
Richard A. Manoogian, 21001 Van Born Road,
Taylor, Michigan 48180, (313) 274-7400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 22, 1992
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement including all exhibits should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 3
PAGE
CUSIP No. 896215-10-0 13D Page 2 of 3 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Richard A. Manoogian
###-##-####
2) CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (A) [ ] (B) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7) SOLE VOTING POWER
884,422
8) SHARED VOTING POWER
0
9) SOLE DISPOSITIVE POWER
164,422
10) SHARED DISPOSITIVE POWER
720,000
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
884,422
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14) TYPE OF REPORTING PERSON
IN
PAGE
CUSIP No. 896215-10-0 Page 3 of 3 Pages
Item 5. Interest in Securities of Issuer.
(a) Reporting Person currently beneficially owns 884,422 shares of the
common stock, $.01 par value, of TriMas Corporation (the "Issuer"), after giving
effect to a two for one stock split in February, 1990. Reporting Person
believes the 884,422 shares of common stock represent 6.1% of the common stock
of the Issuer currently outstanding, after giving effect to the public offering
of 4,600,000 shares of the Issuer's common stock on April 22, 1992.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement
is true, complete and correct.
Date: May 12, 1992
/s/Richard A. Manoogian
Richard A. Manoogian
PAGE
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TriMas Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of class of securities)
896215 10 0
(CUSIP number)
Richard A. Manoogian, 21001 Van Born Road,
Taylor, Michigan 48180, (313) 274-7400
(Name, address and telephone number of person
authorized to receive notices and communications)
December 31, 1993
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 Pages
PAGE
CUSIP No. 896215-10-0 13D Page 2 of 4 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Richard A. Manoogian
###-##-####
2) CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (A) [ ] (B) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7) SOLE VOTING POWER
1,768,844
8) SHARED VOTING POWER
33,008
9) SOLE DISPOSITIVE POWER
1,768,844
10) SHARED DISPOSITIVE POWER
33,008
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,801,852
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14) TYPE OF REPORTING PERSON
IN
PAGE
CUSIP No. 896215-10-0 13D Page 3 of 4 Pages
The information contained in this Amendment No. 2 supplements and amends
the information contained in the following Item of the Schedule 13D dated
July 7, 1989, as previously amended.
Item 5. Interest in Securities of the Issuer.
As of December 31, 1993, the Reporting Person beneficially owned 1,801,852
shares of the common stock, $.01 par value, of TriMas Corporation
(the "Issuer"), of which (i) 1,768,844 shares were held directly, (ii) 31,008
shares were owned by the Alex and Marie Manoogian Foundation, a charitable
foundation of which the Reporting Person is a director, and (iii) 2,000 shares
were owned by the Richard and Jane Manoogian Foundation, charitable foundation
of which the Reporting Person is a director. To the best of his knowledge and
based on the number of shares of common stock of the Issuer believed to be
outstanding, as of December 31, 1993 the Reporting Person may be deemed to be
the beneficial owner of 4.9 percent of the common stock of the Issuer.
The Reporting Person has the sole power to vote and dispose of the shares
described in clause (i) above and shares with the other directors the power to
vote or direct the vote or to dispose or direct the disposition of the shares
described in clauses (ii) and (iii) above. The reporting person, Alex Manoogian
(Chairman Emeritus of Masco Corporation), Christine Simone and Louise M. Simone
are the directors of the Foundation described in clause (ii) above, and the
Reporting Person, Eugene A. Gargaro, Jr. and Jane Manoogian are the directors of
the Foundation described in clause (iii) above, and all of the directors have a
business address of 21001 Van Born Road, Taylor, Michigan 48180. To the
knowledge of the Reporting Person, none of the directors of the Foundations has
been convicted in a criminal proceeding nor have they been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws. They are all citizens
of the United States of America.
The Reporting Person disclaims any beneficial ownership or interest
whatsoever in the shares described in clauses (ii) and (iii) above, and the
filing of this Amendment No. 2 to Schedule 13D shall not be construed as an
admission that he is the beneficial owner of such shares.
PAGE
CUSIP No. 896215-10-0 13D Page 4 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement
is true, complete and correct.
February 16, 1994
/s/Richard A. Manoogian
Richard A. Manoogian
PAGE