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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13E-3
(Amendment No. 2)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
______________________
TRIMAS CORPORATION
(Name of Issuer)
______________________
MASCOTECH, INC.
MASCOTECH ACQUISITION, INC.
TRIMAS CORPORATION
(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, Moon, Van Dusen & Freeman
450 Lexington Avenue 500 Woodward Avenue, Suite 4000
New York, NY 10017 Detroit, Michigan 48226
(212) 450-4000 (313) 223-3628
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This Amendment No. 2 (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 ("Purchaser") and (iii) TriMas Corporation, a
Delaware corporation (the "Company"), as amended by Amendment No. 1, dated
December 22, 1997, 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 13E-3.
The items of the Schedule 13E-3 set forth below are hereby
amended as follows:
Item 9. Reports, Opinions, Appraisals And Certain Negotiations.
Item 9 is hereby supplemented and amended to incorporate by
reference the information set forth under "Special Factors--Opinion of
Financial Advisor to the Special Committee" of the Supplement, dated December
31, 1997, to the Offer to Purchase, a copy of which is filed herewith as
Exhibit (d)(10).
Item 15. Persons and Assets Employed, Retained or Utilized.
Item 15(b) is hereby supplemented and amended to include the
response to Item 8 of the Schedule 14D-1, as amended by Amendment No. 2
thereto, which is incorporated herein by reference.
Item 17. Material to be Filed as Exhibits.
Item 17 is hereby supplemented and amended by adding the
following exhibits:
(b)(5) Letter to the Special Committee from BT Wolfensohn dated
December 31, 1997.
(d)(10) Supplement, dated December 31, 1997, to Offer to Purchase.+
(g)(6) Memorandum of Understanding between law firms on behalf of
Charlene Blue, Gerald Sapsowitz, Charter Capital Corp., Roseanne Caruso
and Betty Barsky, the Company, Parent and individuals named as
defendants dated December 31, 1997.+
+ Incorporated by reference to Amendment No. 2, filed by
Purchaser and Parent on December 31, 1997, to the Tender Offer Statement on
Schedule 14D-1 originally filed by Purchaser and Parent on December 17, 1997.
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.
December 31, 1997 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
TRIMAS CORPORATION
By: /s/ Brian P. Campbell
------------------------------------
Name: Brian P. Campbell
Title: President
EXHIBIT INDEX
<TABLE>
Exhibit No.
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<S> <C>
(b)(5) Letter to the Special Committee from BT Wolfensohn dated
December 31, 1997.
</TABLE>
Exhibit (b)(5)
[Letterhead of BT Wolfensohn]
December 31, 1997
The Oversight Committee of
The Board of Directors
TriMas Corporation
315 East Eisenhower Parkway
Ann Arbor, MI 48108
Gentlemen:
You have requested that BT Wolfensohn compare the premiums paid
in 22 specified transactions (the "Selected Premium Transactions") based on
the target's closing price on the date 52 weeks prior to the public
announcement of the transaction. The results of our comparison are set forth
on the attached worksheet.
We understand that you have requested this premium comparison
in connection with the settlement of five purported class actions against
TriMas Corporation (the "Company"), MascoTech, Inc. ("Parent"), and the
Company's directors. The premium comparison is not related to the opinion of
BT Wolfensohn dated December 10, 1997 that, as of such date and based upon and
subject to certain matters stated in such opinion, the consideration to be
paid in the transactions contemplated by the Agreement and Plan of Merger (the
"Merger Agreement"), dated December 10, 1997, among the Company, Parent and
MascoTech Acquisition, Inc., is fair to the holders of shares of the Company
(other than Parent, its Chief Executive Officer and Masco Corporation) from a
financial point of view, and the premium comparison does not amend, update or
supplement that opinion in any way.
The attached comparison is based on publicly available
information. BT Wolfensohn assumed and relied upon the accuracy and
completeness of such information, and neither assumed responsibility for
independent verification of, nor independently verified, any of such
information. No company, business or transaction used in the attached
comparison is identical to the Company or the transactions contemplated by the
Merger Agreement.
/s/ Glenn Crafford
--------------------------------------
Glenn Crafford, Managing Director
The Oversight Committee of
The Board of Directors
TriMas Corporation
December 31, 1997
Page 2
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Selected Premium Transactions
Premium Comparison
<TABLE>
<CAPTION>
Transaction Closing Price %
Transaction Date Announced Price 52 Weeks Prior Premium
----------- -------------- ----------- -------------- -------
<S> <C> <C> <C> <C>
Rexel S.A./Rexel Inc. August 29, 1997 $22.50 $13.88 62.1%
Anthem Inc./Accordia Inc. June 2, 1997 40.00 31.75 26.0
Samsung Electronics Co. Ltd./AST January 30, 1997 5.40 8.00 (32.5)
Research Inc.
Zurich Versicherungs GmbH/Zurich January 13, 1997 36.00 29.88 20.5
Reinsurance Centre
Novartis AG/Systemix Inc. May 27, 1996 19.50 12.25 59.2
Berkshire Hathaway Inc./GEICO August 25, 1995 70.00 49.38 41.8
Corporation
COBE Laboratories/REN Corporation - July 14, 1995 20.00 9.00 122.2
USA
BIC S.A./Bic Corporation May 15, 1995 40.50 27.13 49.3
McCaw Cellular Communications/LIN April 7, 1995 129.90 97.30 33.5
Broadcasting
Club Mediterranee S.A./Club Med Inc. April 5, 1995 32.00 25.63 24.9
Conseco Inc./CCP Insurance Inc. February 27, 1995 23.25 23.75 (2.1)
Arcadian Corp./Arcadian Partners L.P. January 18, 1995 29.00 25.13 15.4
WMX Technologies Inc./Chemical July 28, 1994 8.85 7.63 16.0
Waste Management Inc.
Rust International Inc./Brand Companies November 13, 1992 18.75 16.63 12.8
Inc.
American Maize-Products Co./American September 9, 1992 25.50 21.50 18.6
Fructose Corp.
Leucadia National August 17, 1992 25.78 14.25 80.9
Corporation/PHLCORP Inc.
Tele-Communications Inc./United May 1, 1991 16.19 12.75 27.0
Artists Entertainment
BHP Holdings (USA) Inc./Hamilton Oil February 6, 1991 40.00 32.25 24.0
Corporation
Murphy Oil Corporation/Ocean Drilling January 3, 1991 19.39 25.88 (25.1)
& Exploration
Fuji Heavy Industries Ltd./Subaru of January 16, 1990 8.50 6.50 30.8
America Inc.
Renault Vehicules Industriels/Mack July 6, 1990 6.25 11.75 (46.8)
Trucks Inc.
American Express Company/Shearson March 2, 1990 12.90 20.38 (36.7)
Lehman Brothers Holdings
High 122.2%
Low (46.8)%
Median 24.5%
</TABLE>
