As filed with the Securities and Exchange Commission on January 14, 1998
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
SCHEDULE 13E-3
(Amendment No. 4)
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 PLLC
450 Lexington Avenue 500 Woodward Avenue, Suite 4000
New York, NY 10017 Detroit, Michigan 48226
(212) 450-4000 (313) 223-3628
==============================================================================
This Amendment No. 4 (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 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 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.
All capitalized terms used in this Amendment without definition
have the meanings attributed to them in the Schedule 13E-3.
The item of the Schedule 13E-3 set forth below is hereby
amended and supplemented as follows:
Item 17. Material to be Filed as Exhibits.
Item 17 is hereby supplemented and amended by adding the
following exhibit:
(c)(3) 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 (incorporated by reference to Amendment No.
4, filed by Parent and Purchaser on January 14, 1998,
to the Tender Offer Statement on Schedule 14D-1
originally filed by Parent and Purchaser 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.
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
TRIMAS CORPORATION
By: /s/ Brian P. Campbell
-----------------------------------
Name: Brian P. Campbell
Title: President
