As filed with the Securities and Exchange Commission on January 15, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
(Amendment No. 5)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
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TRIMAS CORPORATION
(Name of Issuer)
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MASCOTECH, INC.
MASCOTECH ACQUISITION, INC.
TRIMAS CORPORATION
RICHARD A. MANOOGIAN
(Name of Person(s) Filing Statement)
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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. 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)
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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
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This Amendment No. 5 (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 and Amendment No. 4, dated
January 14, 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 items of the Schedule 13E-3 set forth below are hereby
amended and supplemented as follows:
Item 4. Terms of the Transaction.
(a) Item 4(a) is hereby amended by amending (i) the first
paragraph of "The Tender Offer--Certain Conditions of the Offer" of the Offer
to Purchase so that it reads in its entirety as follows:
Notwithstanding any other provision of the Offer,
Purchaser (x) shall not be required to accept for payment
or, subject to any applicable rules and regulations of the
Commission, including Rule 14e-1(c) promulgated under the
1934 Act (relating to Purchaser's obligation to pay for or
return tendered Shares promptly after termination or
withdrawal of the Offer), pay for any Shares, (y) may delay
the acceptance for payment of or payment for any Shares or
(z) subject to the terms of the Merger Agreement, may
terminate or amend the Offer as to any Shares not then paid
for if (a) as of the Expiration Date, the Minimum Condition
shall not have been satisfied, (b) any applicable waiting
period under the HSR Act shall not have expired or been
terminated or (c) at any time prior to the Expiration Date,
any of the following conditions exist or shall occur:
and (ii) the first paragraph of "The Tender Offer--Acceptance
for Payment and Payment for Shares" so that it reads in its entirety as
follows:
Upon the terms and subject to the conditions of the
Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment),
Purchaser will accept for payment, and will pay for, all
Shares validly tendered prior to the Expiration Date and not
properly withdrawn, promptly after the Expiration Date.
Item 8. Fairness of the Transaction.
(a)-(e) Item 8 is hereby amended (i) by amending the first
paragraph of "Recommendation of the Special Committee and the Company Board;
Fairness of the Offer and the Merger--Special Committee" under "Special
Factors--Recommendation of the Special Committee and the Company Board;
Fairness of the Offer and the Merger" of the Offer to Purchase to read in
its entirety as follows:
Special Committee. In reaching its determinations
referred to above, the Special Committee considered the
factors listed below, each of which, in the view of the
Special Committee, supported such determinations. In
that regard, the Special Committee took into account the
ranges of valuations for the Company implied by various
analyses prepared by BT Wolfensohn and the fact that such
ranges of valuations included prices that were both greater
and less than the per Share price to be received in the
Offer and the Merger. The following discussion of the
factors considered by the Special Committee is not intended
to be exhaustive but summarizes the material factors
considered.
(ii) by adding the following as the third and final paragraph of
"Special Factors -- Recommendation of the Special Committee and the Company
Board; Fairness of the Offer and the Merger -- Recommendation of the
Special Committee and the Company Board" of the Offer to Purchase:
Mr. Manoogian concurred with the determination of the
Company that the terms of the Offer and the Merger are fair
to and in the best interests of the Company's stockholders.
and (iii) by adding the following paragraph immediately before
"Special Factors -- Opinion of Financial Advisor to the Special Committee"
as the concluding paragraph of "Special Factors -- Recommendation of the
Special Committee and the Company Board; Fairness of the Offer and the
Merger" of the Offer to Purchase:
Mr. Manoogian. In reaching his determination referred to above, Mr.
Manoogian considered the same factors considered by the Company.
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 15, 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
TRIMAS CORPORATION
By: /s/ Brian P. Campbell
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Name: Brian P. Campbell
Title: President
/s/ Richard A. Manoogian
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Richard A. Manoogian
