-----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, OszWiyD5l2NgK0wErv5PwEzDezbqxg85RXD7cfcwf64dj0yTgyfagqRt0B+oQ+rr cNkbOQ/AAf5DO+ImFyLS7g== 0000950103-98-000046.txt : 19980126 0000950103-98-000046.hdr.sgml : 19980126 ACCESSION NUMBER: 0000950103-98-000046 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980123 SROS: NONE GROUP MEMBERS: MASCOTECH INC GROUP MEMBERS: MASCOTECH, INC. GROUP MEMBERS: RICHARD A. MANOOGIAN GROUP MEMBERS: TRIMAS CORPORATION 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 13E3/A SEC ACT: SEC FILE NUMBER: 005-40013 FILM NUMBER: 98511417 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 13E3/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 13E3/A 1 As filed with the Securities and Exchange Commission on January 23, 1998 ======================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- SCHEDULE 13E-3 (Final Amendment) RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934) -------------------- TRIMAS CORPORATION (Name of Issuer) -------------------- MASCOTECH, INC. TRIMAS CORPORATION RICHARD A. MANOOGIAN (Name of Person(s) Filing Statement) -------------------- Common Stock, $.01 Par Value (Title of Class of Securities) -------------------- 896215100 (CUSIP Number of Class of Securities) -------------------- David B. Liner, Esq. Brian P. Campbell MascoTech, Inc. TriMas Corporation 21001 Van Born Road 315 East Eisenhower Parkway Taylor, Michigan 48180 Ann Arbor, Michigan 48108 (313) 274-7405 (313) 747-7025 (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, NY 10017 Detroit, Michigan 48226 (212) 450-4000 (313) 223-3628 ======================================================================== This Final Amendment (this "Amendment") amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") originally filed on December 17, 1997 by (i) MascoTech, Inc., a Delaware corporation ("Parent"), (ii) MascoTech Acquisition, Inc.,* a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), and (iii) TriMas Corporation, a Delaware corporation (the "Company"), 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, Amendment No. 5, dated January 15, 1998 and Amendment No. 6, dated January 20, 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 the Company 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. - ------------ *On January 22, 1998, MascoTech Acquisition, Inc. merged with and into TriMas Corporation and, as a result of such merger, ceased to exist as a separate entity. All capitalized terms used in this Amendment without definition have the meanings attributed to them in the Schedule 13E-3. The transaction to which this Statement relates was completed on January 22, 1998 when the Merger was consummated. The items of the Schedule 13E-3 set forth below are hereby amended and supplemented as follows: Item 10. Interest in Securities of the Issuer. Item 10(a) is hereby supplemented and amended to incorporate by reference the information set forth in the Press Release issued by Parent on January 22, 1998, attached hereto as Exhibit (d)(12). Item 17. Material to be Filed as Exhibits. Item 17 is hereby supplemented and amended to add the following exhibit: (d)(12) Text of Press Release issued by Parent on January 22, 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 23, 1998 MASCOTECH, INC. By: /s/ David B. Liner ------------------------------------------ Name: David B. Liner Title: Vice President and Corporate Counsel MASCOTECH ACQUISITION, INC.* TRIMAS CORPORATION By: /s/ David B. Liner ------------------------------------------ Name: David B. Liner Title: Secretary /s/ Richard A. Manoogian ---------------------------------------------- Richard A. Manoogian - ------------ *On January 22, 1998, MascoTech Acquisition, Inc. merged with and into TriMas Corporation and, as a result of such merger, ceased to exist as a separate entity. EXHIBIT INDEX Exhibit No. - ----------- (d)(12) Text of Press Release issued by Parent on January 22, 1998. EX-99.(D)12) 2 Exhibit (d)(12) FOR IMMEDIATE RELEASE January 22, 1998 MASCOTECH, INC. COMPLETES ACQUISITION OF TRIMAS CORPORATION MascoTech, Inc. (NYSE:MSX) today announced that the merger of its wholly-owned subsidiary, MascoTech Acquisition, Inc., with TriMas Corporation (NYSE:TMS) became effective today, completing MascoTech's acquisition of TriMas. Under the terms of the merger, all remaining TriMas stockholders will receive $34.50 in cash upon surrender of the certificates for their shares to The Bank of New York, as Depositary Agent appointed for that purpose. A Notice of Merger and Letter of Transmittal for surrendering shares will be mailed to all remaining holders of record of TriMas common stock promptly. 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-----