As filed with the Securities and Exchange Commission on January 7, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 3)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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TRIMAS CORPORATION
(Exact name of Subject Company)
MASCOTECH, INC.
MASCOTECH ACQUISITION, INC.
(Bidders)
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Common Stock, $.01 Par Value
(Title of Class of Securities)
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896215100
(CUSIP Number of Class of Securities)
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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)
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With Copies to:
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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
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This Amendment No. 3 (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 and Amendment No. 2,
dated December 31, 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 14D-1.
The item of the Schedule 14D-1 set forth below is hereby
amended and supplemented as follows:
Item 10. Additional Information
On January 2, 1998, Parent received early termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 with respect to the Offer.
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.
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January 7, 1998 MASCOTECH, INC.
By: /s/ David B. Liner
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Name: David B. Liner
Title: Vice President and Corporate Counsel
MASCOTECH ACQUISITION, INC.
By: /s/ David B. Liner
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Name: David B. Liner
Title: Secretary
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