SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 10, 1997
Date of report (Date of earliest event reported)
MASCOTECH, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12068 38-251395
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
21001 Van Born Road, Taylor, Michigan 48180
(Address of Principal Executive Offices) (Zip Code)
(313) 274-7405
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On December 10, 1997, MascoTech, Inc. (the "Company") and its wholly owned
subsidiary MascoTech Acquisition, Inc. ("Merger Sub") entered into an Agreement
and Plan of Merger, dated as of December 10, 1997, with TriMas Corporation
("TriMas"), which has been amended by Amendment No. 1 to Agreement and Plan of
Merger dated as of December 15, 1997 (as so amended, the "Merger Agreement").
Reference is made to the Merger Agreement, a copy of which is filed as Exhibit 2
to this Current Report on Form 8-K, the provisions of which are incorporated
herein by reference. Pursuant to the terms of the Merger Agreement, Merger Sub
has commenced an offer to purchase any and all outstanding shares (the "Shares")
of TriMas common stock at a price of $34.50 per Share, net to the seller in
cash. The tender offer is being made pursuant to an Offer to Purchase, dated
December 17, 1997, and the related Letter of Transmittal (the "Offer"). The
Offer is conditioned upon, among other things, there being validly tendered and
not withdrawn prior to the expiration of the Offer such number of the then
issued and outstanding Shares (not including Shares tendered by the Company, its
subsidiaries or its Chief Executive Officer or by Masco Corporation), which
represents at least a majority of the then issued and outstanding Shares
(excluding for purposes of this calculation all Shares owned by the Company, its
subsidiaries or its Chief Executive Officer or by Masco Corporation and all
Shares that may not be tendered pursuant to the Offer because they are
subject to restrictions under certain TriMas stock plans).
The Merger Agreement provides, among other things, that as promptly as
practicable after the purchase of Shares pursuant to the Offer and the
satisfaction of other conditions set forth in the Merger Agreement, in
accordance with the Delaware General Corporation Law, Merger Sub will be merged
with and into TriMas (the "Merger"), with TriMas continuing as the surviving
corporation. At the effective time of the Merger (the "Effective Time"), each
Share outstanding immediately prior to the Effective Time (other than Shares
held in the treasury of TriMas, Shares owned by the Company or its subsidiaries
or Shares as to which appraisal rights have been exercised) shall be converted
into the right to receive $34.50 in cash.
Consummation of the Merger is subject to certain conditions, including the
purchase of Shares pursuant to the Offer, approval of TriMas' shareholders if
required under applicable law, the expiration of any applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and there being
no provision of any applicable law or regulation and no judgment, injunction,
order or decree prohibiting the consummation of the Merger. Neither the Offer
nor the Merger is conditioned on the Company or Merger Sub obtaining financing.
There can be no assurance that the Offer or the Merger will be consummated.
The press releases issued (i) December 11, 1997 by the Company and TriMas
and (ii) December 17, 1997 by the Company are attached hereto as Exhibits 99.a
and 99.b, respectively.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2 Agreement and Plan of Merger dated as of December 10, 1997, as
amended by Amendment No. 1 dated as of December 15, 1997, among
TriMas Corporation, MascoTech, Inc. and MascoTech Acquisition,
Inc. (incorporated by reference to Annex A to the Offer to
Purchase dated December 17, 1997 filed as Exhibit (a)(1) to the
Tender Offer Statement on Schedule 14D-1 of MascoTech, Inc. and
MascoTech Acquisition, Inc. dated December 17, 1997, filed
pursuant to Section 14(d)(1) of the Securities Exchange Act of
1934).
99.a Press Release issued by TriMas Corporation and MascoTech, Inc.
dated December 11, 1997 (incorporated by reference to Exhibit
(a)(8) to the Tender Offer Statement on Schedule 14D-1 of
MascoTech, Inc. and MascoTech Acquisition, Inc. dated December
17, 1997 filed pursuant to Section 14(d)(1) of the Securities
Exchange Act of 1934).
99.b Press Release issued by MascoTech, Inc. dated December 17, 1997
(incorporated by reference to Exhibit (a)(9) to the Tender Offer
Statement on Schedule 14D-1 of MascoTech, Inc. and MascoTech
Acquisition, Inc. dated December 17, 1997 filed pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934).
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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.
MASCOTECH, INC.
By: /s/Timothy Wadhams
Timothy Wadhams
Vice President/Controller and
Treasurer
Date: December 22, 1997
<PAGE>
EXHIBIT INDEX
2 Agreement and Plan of Merger dated as of December 10, 1997, as
amended by Amendment No. 1 dated as of December 15, 1997, among
TriMas Corporation, MascoTech, Inc. and MascoTech Acquisition, Inc.
(incorporated by reference to Annex A to the Offer to Purchase
dated December 17, 1997 filed as Exhibit (a)(1) to the Tender Offer
Statement on Schedule 14D-1 of MascoTech, Inc. and MascoTech
Acquisition, Inc. dated December 17, 1997, filed pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934).
99.a Press Release issued by TriMas Corporation and MascoTech, Inc.
dated December 11, 1997 (incorporated by reference to Exhibit
(a)(8) to the Tender Offer Statement on Schedule 14D-1 of
MascoTech, Inc. and MascoTech Acquisition, Inc. dated December
17, 1997 filed pursuant to Section 14(d)(1) of the Securities
Exchange Act of 1934).
99.b Press Release issued by MascoTech, Inc. dated December 17, 1997
(incorporated by reference to Exhibit (a)(9) to the Tender Offer
Statement on Schedule 14D-1 of MascoTech, Inc. and MascoTech
Acquisition, Inc. dated December 17, 1997 filed pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934).
