-----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, QgpxGN31M/GHmY9dawwxwSatfUAkvWjDaey9G4rIQuM572mwpS/AuFL/5M/VaLwq XNu1Ta/6IqcLlBpzEATxUw== 0000950103-98-000023.txt : 19980115 0000950103-98-000023.hdr.sgml : 19980115 ACCESSION NUMBER: 0000950103-98-000023 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980114 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: 98506607 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 14, 1998 ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ SCHEDULE 14D-1 (Amendment No. 4) 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 Amendment No. 4 (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 and Amendment No. 3, dated January 7, 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 11. Material to be Filed as Exhibits. Item 11 is hereby supplemented and amended by adding the following exhibit: (c)(11) Amendment No. 2 dated as of January 13, 1998 to the Agreement and Plan of Merger dated as of December 10, 1997 as amended by Amendment No. 1 dated as of December 15, 1997 among the Company, Parent and Purchaser. 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 14, 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. - ----------- (c)(11) Amendment No. 2 dated as of January 13, 1998 to the Agreement and Plan of Merger dated as of December 10, 1997 as amended by Amendment No. 1 dated as of December 15, 1997 among the Company, Parent and Purchaser. EX-99.(C)(11) 2 Exhibit (c)(11) AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 2 dated as of January 13, 1998 to the Agreement and Plan of Merger dated as of December 10, 1997 as amended by Amendment No. 1 dated as of December 15, 1997 (the "Agreement") among TriMas Corporation, a Delaware corporation (the "Company"), MascoTech, Inc., a Delaware corporation ("Buyer"), and MascoTech Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer ("Merger Sub"). WHEREAS, the parties hereto desire to amend the Agreement as set forth below to effectuate the transfer of the Shares owned by Buyer to Merger Sub. NOW, THEREFORE, the parties hereto agree as follows: Section 1.01. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Agreement has the meaning assigned to such term in the Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Agreement shall, after this Amendment becomes effective, refer to the Agreement as amended hereby. Section 1.02. Amendment of Section 5.01 of the Agreement. The last sentence of Section 5.01 of the Agreement is hereby replaced and amended in its entirety to read in full as follows: Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement or in connection with arranging any financing required to consummate the transactions contemplated hereby and except that it is contemplated that immediately prior to the Effective Time, NI Industries, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer ("NI Industries"), shall be merged with and into Merger Sub in accordance with the Delaware Law, whereupon the separate existence of NI Industries shall cease, and Merger Sub shall be the surviving corporation. Section 1.03. Amendment of Section 11.12 of the Agreement. Section 11.12 of the Agreement shall be amended to include NI Industries as a term defined in Section 5.01 of the Agreement. Section 1.04. Representations of Each Party. Each party represents and warrants that (i) the execution, delivery and performance of this Amendment by such party have been duly authorized by all necessary corporate action (including, in the case of the Company, the approval of the Company Special Committee) and (ii) this Amendment constitutes a valid and binding agreement of such party. Section 1.05. Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware. Section 1.06. Counterparts; Effectiveness. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed by their respective authorized officers as of the day and year first above written. TRIMAS CORPORATION By: /s/ Peter C. DeChants ---------------------------------- Name: Peter C. DeChants Title: Vice President - Treasurer MASCOTECH, INC. By: /s/ Timothy Wadhams ---------------------------------- Name: Timothy Wadhams Title: Vice President MASCOTECH ACQUISITION, INC. By: /s/ Timothy Wadhams ---------------------------------- Name: Timothy Wadhams Title: Vice President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----