-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V3LqCEaDxx7rcd6c/JQUEJdecPXxOJfivouRqRYhl2mLHuFSOBQBXzhrncYYIVjO gfkP9RF7ffRL34BUnF3FZQ== 0000950103-98-000040.txt : 19980121 0000950103-98-000040.hdr.sgml : 19980121 ACCESSION NUMBER: 0000950103-98-000040 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980120 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIMAS CORP CENTRAL INDEX KEY: 0000842633 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 382687639 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-40013 FILM NUMBER: 98509403 BUSINESS ADDRESS: STREET 1: 315 E EISENHOWER PKWY CITY: ANN ARBOR STATE: MI ZIP: 48108 BUSINESS PHONE: 3137477025 MAIL ADDRESS: STREET 1: 315 E EISENHOWER PKWY CITY: ANN ARBOR STATE: MI ZIP: 48108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MASCOTECH INC CENTRAL INDEX KEY: 0000745448 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 382513957 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 21001 VAN BORN RD CITY: TAYLOR STATE: MI ZIP: 48180 BUSINESS PHONE: 3132747405 MAIL ADDRESS: STREET 1: 21001 VAN BORN ROAD CITY: TAYLOR STATE: MI ZIP: 48180 FORMER COMPANY: FORMER CONFORMED NAME: MASCO INDUSTRIES INC DATE OF NAME CHANGE: 19930629 SC 14D1/A 1 As filed with the Securities and Exchange Commission on January 20, 1998 ======================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 14D-1 (Final Amendment) ----------------------- TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------- TRIMAS CORPORATION (Exact name of Subject Company) MASCOTECH, INC. MASCOTECH ACQUISITION, INC. (Bidders) ----------------------- Common Stock, $.01 Par Value (Title of Class of Securities) ----------------------- 896215100 (CUSIP Number of Class of Securities) ----------------------- 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: 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 ======================================================================== This Final Amendment (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, Amendment No. 4, dated January 14, 1998 and Amendment No. 5, dated January 15, 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 6. Interest in Securities of the Subject Company. Item 6 is hereby supplemented and amended to incorporate by reference the information set forth in the Press Release issued by Parent on January 19, 1998, attached hereto as Exhibit (a)(11). Item 11. Material to be Filed as Exhibits. Item 11 is hereby supplemented and amended by adding the following exhibit: (a)(11) Text of Press Release issued by Parent on January 19, 1998. 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 20, 1998 MASCOTECH, INC. By: /s/ David B. Liner --------------------------------------- Name: David B. Liner Title: Vice President and Corporate Counsel MASCOTECH ACQUISITION, INC. By: /s/ David B. Liner ---------------------------------------- Name: David B. Liner Title: Secretary EXHIBIT INDEX Exhibit No. - ----------- (a)(11) Text of Press Release issued by Parent on January 19, 1998. EX-99.(A)(11) 2 Exhibit (a)(11) FOR IMMEDIATE RELEASE January 19, 1998 MASCOTECH, INC. COMPLETES OFFER FOR TRIMAS CORPORATION MascoTech, Inc. (NYSE:MSX) today announced that its tender offer, through its wholly-owned subsidiary, MascoTech Acquisition, Inc., for all of the outstanding shares of common stock of TriMas Corporation (NYSE:TMS) at $34.50 net per share expired at midnight, Eastern Standard Time, Friday, January 16, 1998, and that it will accept for payment and promptly pay for all common shares of TriMas tendered pursuant to the Offer. Approximately 24.7 million shares were tendered in the Offer. Excluding shares that could not be tendered due to restrictions under TriMas stock plans, the shares tendered, together with the 15.2 million shares previously owned by MascoTech, represent approximately 99% of the outstanding shares of TriMas common stock. MascoTech anticipates that the merger between MascoTech Acquisition, Inc. and TriMas will occur promptly after payment and purchase of the shares. The value of the transaction is approximately $900 million. MascoTech's transportation-related businesses include metal-worked components primarily for vehicle engine and drivetrain applications and automotive aftermarket products. TriMas is a diversified proprietary products company with leadership product positions in commercial, industrial and consumer niche markets. Visit MascoTech's website at http://www.mascotech.com. MascoTech's press releases are also available through Company News On-Call by fax, 800-758-5804, extension 535375, or http:www.prnewswire.com. -----END PRIVACY-ENHANCED MESSAGE-----