As filed with the Securities and Exchange Commission on May 27, 1994
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
TRIMAS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
38-2687639
(I.R.S. Employer Identification No.)
315 East Eisenhower Parkway
Ann Arbor, Michigan 48108
(313) 747-7025
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
______________________________
Brian P. Campbell
President, TriMas Corporation
315 East Eisenhower Parkway
Ann Arbor, Michigan 48108
(313) 747-7025
copy to:
John R. Leekley
Corporate Counsel, TriMas Corporation
315 East Eisenhower Parkway
Ann Arbor, Michigan 48108
(313) 747-7025
(Name, address, including zip code, and telephone number
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /x/
______________________
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT
AMOUNT AGGREGATE AGGREGATE OF
TITLE OF SHARE TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT PRICE FEE
__________________________________________________________________________
Common Stock 1,440,000 $25-1/4* $36,360,000* $12,538.02*
($.01 par value) shares
__________________________________________________________________________
*Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c).
_________________________
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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SUBJECT TO COMPLETION DATED MAY 27, 1994
PROSPECTUS
1,440,000 SHARES
TRIMAS CORPORATION
COMMON STOCK
($.01 Par Value)
All the shares of Common Stock of TriMas Corporation ("TriMas" or the
"Company") being offered hereby (the "Shares") are held by Richard A. Manoogian
(the "Selling Stockholder"). TriMas will not receive any of the proceeds from
the sale of the Shares.
The Selling Stockholder (and his donees, distributees, pledgees and
personal representatives) may, from time to time, offer for sale and sell or
distribute the Shares (a) in transactions executed on the New York Stock
Exchange or other exchanges on which the Shares may be traded, (b) in negotiated
transactions or (c) through other means. Sales may be effected at market prices
prevailing at the time of sale or at such other prices as may be negotiated by
the Selling Stockholder.
The Selling Stockholder may effect such transactions by selling Shares to
or through dealers, and such dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholder
(which compensation, if any, is not expected to be in excess of customary
commissions). The Selling Stockholder and any dealers that participate with the
Selling Stockholder in the distribution of Shares may be deemed to be
underwriters, and any commissions received by them and any profit on the resale
of Shares sold by them might be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.
TriMas has agreed to indemnify the Selling Stockholder against certain
liabilities under the Securities Act of 1933.
_________________________
THE COMPANY'S COMMON STOCK IS LISTED
ON THE NEW YORK STOCK EXCHANGE.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_________________________
___________, 1994
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING DESCRIBED HEREIN.
_________________________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed by
TriMas can be inspected and copied at the public reference facilities maintained
by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices of the Commission: New York Regional Office, 7 World
Trade Center, New York, New York 10048; and Chicago Regional Office, Northwest
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can also be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such reports, proxy statements and other information can also be
inspected at the office of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, on which certain of the Company's securities are listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are hereby incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993;
(b) The Company's Proxy Statement dated April 8, 1994, in
connection with its Annual Meeting of Stockholders held on May 10, 1994;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994;
(d) The Company's Current Report on Form 8-K dated November 23,
1993; and
(e) The Company's Form 8 dated December 23, 1992 amending its
Registration Statement on Form 10 dated November 7, 1988.
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All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the termination of the
offering of the Shares shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such documents. Any
statement contained in a previously filed document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein modifies or supersedes such statement,
and any statement contained in any previously filed document or contained herein
shall be deemed modified or superseded to the extent that a statement contained
in a subsequently filed document which is incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded.
TriMas undertakes to provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents referred to above which have been or may be incorporated in this
Prospectus by reference, other than any exhibits to such documents. Requests
for such copies should be directed to President, TriMas Corporation, 315 East
Eisenhower Parkway, Ann Arbor, Michigan 48108 (telephone 313-747-7025).
THE COMPANY
TriMas manufactures and sells a diversified range of engineered leadership
products for commercial, industrial and consumer markets. The Company's
operations are conducted through sixteen operating businesses principally
manufacturing industrial container closures, pressurized gas cylinders,
specialty industrial gaskets, towing systems products, specialty fasteners,
specialty products for fiberglass insulation, specialty tapes and precision
cutting tools. These businesses are managed as decentralized autonomous profit
centers which emphasize entrepreneurial management, value-added products and
services and strong cash flows. Operating units focus on profit growth and
operating margins as priorities over sales growth.
The Company's principal executive offices are located at 315 East
Eisenhower Parkway, Ann Arbor, Michigan 48108, and the telephone number is
(313) 747-7025.
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SELLING STOCKHOLDER
The Selling Stockholder directly owns 1,768,844 shares of Common Stock
prior to the offering, of which 1,440,000 shares of Common Stock are being
offered hereby for the account of the Selling Stockholder (including Shares to
be offered by the donees, distributees, pledgees and personal representatives of
the Selling Stockholder). After completion of the offering, the Selling
Stockholder will directly own 328,844 shares of Common Stock. In addition, the
Selling Stockholder may be deemed to be the beneficial owner of 33,008 shares of
Common Stock owned by charitable foundations, of which he is a Director, but the
Selling Stockholder disclaims beneficial ownership of such shares. The Selling
Stockholder is the Chairman of the Board of the Company and the Chairman of the
Board and Chief Executive Officer of Masco Corporation and MascoTech, Inc.
Masco Corporation and MascoTech, Inc. are affiliated with the Company through
stock ownership and otherwise. The Selling Stockholder acquired the Shares to
be offered hereby pursuant to incentive programs established by Masco
Corporation and MascoTech, Inc.
PLAN OF DISTRIBUTION
The Selling Stockholder (and his donees, distributees, pledgees and
personal representatives) may, from time to time, offer for sale and sell or
distribute the Shares to be offered by him hereby (a) in transactions executed
on the New York Stock Exchange or other exchanges on which the Shares may be
traded, (b) in negotiated transactions or (c) through other means. Sales may be
effected at market prices prevailing at the time of sale or at such other prices
as may be negotiated by the Selling Stockholder.
The Selling Stockholder may effect such transactions by selling the Shares
to or through dealers, and such dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholder
(which compensation, if any, is not expected to be in excess of customary
commissions). The Selling Stockholder and any dealer that participates with the
Selling Stockholder in the distribution of the Shares may be deemed to be
underwriters, and any commissions received by them and any profit on the resale
of the Shares sold by them might be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.
EXPERTS
The financial statements and schedules of TriMas Corporation and
subsidiaries, included in its most recent Annual Report on Form 10-K, have been
audited by Coopers & Lybrand, independent accountants, as set forth in their
report appearing in such Form 10-K. All such financial statements and schedules
have been incorporated by reference herein in reliance upon such report and upon
the authority of such firm as experts in accounting and auditing.
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The audited financial statements of Lamons Metal Gasket Co. and
subsidiaries as of December 31, 1992 and for the year then ended, included in
the Company's Current Report on Form 8-K dated November 23, 1993, have been
audited by Coopers & Lybrand, independent accountants, as set forth in their
report appearing in such Form 8-K. Such financial statements have been
incorporated by reference herein in reliance upon such report and upon the
authority of such firm as experts in accounting and auditing.
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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses of the offering:
SEC Registration Fee...................... $12,538.02
Estimated Legal Fees and Expenses......... 2,000.00
Estimated Accounting Fees and Expenses.... 5,000.00
Total $19,538.02
_______________________
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware empowers the
Company to indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that such person is or was a director, officer, employee or agent of
the Company or is or was serving as such with respect to another corporation or
other entity at the request of the Company. Article 13 of the Company's
Restated Certificate of Incorporation provides that each person who was or is
made a party to (or is threatened to be made a party to) or is otherwise
involved in any action, suit or proceeding by reason of the fact that such
person is or was a director, officer or employee of the Company shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the General Corporation Law of Delaware against all expenses, liability and loss
(including without limitation attorneys' fees, judgments, fines and amounts paid
in settlement) reasonably incurred by such person in connection therewith. The
rights conferred by Article 13 are contractual rights and include the right to
be paid by the Company the expenses incurred in defending such action, suit or
proceeding in advance of the final disposition thereof.
Article 12 of the Company's Restated Certificate of Incorporation provides
that the Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except (a) for any breach of the duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the General Corporation Law of Delaware, which makes directors
liable for unlawful dividends or unlawful stock repurchases or redemptions or
(d) for transactions from which directors derive improper personal benefit.
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The Company's directors and officers are covered by insurance policies
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws (other than liability under Section 16(b) of the
1934 Act), which might be incurred by them in such capacities.
ITEM 16. EXHIBITS.
The following Exhibits are filed as part of this Registration Statement:
Exhibit 4.a - Restated Certificate of Incorporation of the Company.
Incorporated herein by reference to the Exhibits filed
with the Company's Annual Report on Form 10-K for the
year ended December 31, 1993.
Exhibit 4.b - Bylaws of the Company. Incorporated by reference to the
Exhibits filed with the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1993.
Exhibit 5 - Opinion of John R. Leekley.
Exhibit 23.a - Consent of Coopers & Lybrand relating to the financial
statements and schedules of TriMas Corporation and
subsidiaries.
Exhibit 23.b - Consent of Coopers & Lybrand relating to the financial
statements of Lamons Metal Gasket Co. and subsidiaries.
Exhibit 23.c - Consent of John R. Leekley, which is included as part
of Exhibit 5.
Exhibit 24 - Powers of Attorney, which appear in Part II of this
Registration Statement.
ITEM 17. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions referred to in Item 15 above,
or otherwise (other than the insurance policies referred to in Item 15), the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled
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by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in that Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly au-
thorized, in the City of Ann Arbor, State of Michigan, on May 26, 1994.
TRIMAS CORPORATION
By /s/ Brian P. Campbell
Brian P. Campbell, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Brian P. Campbell and Peter C. DeChants, and each
of them, his true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments, including post-effective
amendments, to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or would do in person, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
PRINCIPAL EXECUTIVE OFFICER:
/s/ Richard A. Manoogian Chairman of the Board
Richard A. Manoogian
PRINCIPAL FINANCIAL OFFICER:
/s/ William E. Meyers Vice President - Controller
William E. Meyers
PRINCIPAL ACCOUNTING OFFICER:
/s/ William E. Meyers Vice President - Controller
William E. Meyers
/s/ Brian P. Campbell President and Director
Brian P. Campbell
/s/ Herbert S. Amster Director
Herbert S. Amster
/s/ Eugene A. Gargaro, Jr. Director
Eugene A. Gargaro, Jr.
/s/ John A. Morgan Director
John A. Morgan
/s/ Helmut F. Stern Director
Helmut F. Stern
May 26, 1994
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 4.a - Restated Certificate of Incorporation of the Company.
Incorporated herein by reference to the Exhibits filed
with the Company's Annual Report on Form 10-K for the year
ended December 31, 1993.
Exhibit 4.b - Bylaws of the Company. Incorporated by reference to the
Exhibits filed with the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1993.
Exhibit 5 - Opinion of John R. Leekley.
Exhibit 23.a - Consent of Coopers & Lybrand relating to the financial
statements and schedules of TriMas Corporation and
subsidiaries.
Exhibit 23.b - Consent of Coopers & Lybrand relating to the financial
statements of Lamons Metal Gasket Co. and subsidiaries.
Exhibit 23.c - Consent of John R. Leekley, which is included as part of
Exhibit 5.
Exhibit 24 - Powers of Attorney, which appear in Part II of this
Registration Statement.
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Exhibit 5
May 26, 1994
TriMas Corporation
315 East Eisenhower Parkway
Ann Arbor, Michigan 48108
Re: TriMas Corporation
Registration Statement on Form S-3
Gentlemen:
I am acting as your counsel in connection with the Registration Statement
on Form S-3 under the Securities Act of 1933, registering an aggregate of
1,440,000 shares of Common Stock, $0.01 par value (the "Shares"), of TriMas
Corporation, a Delaware corporation (the "Company").
I or members of my staff have examined originals or copies, certified or
otherwise identified to my satisfaction, of such documents and corporate records
as I have deemed necessary or appropriate in connection with this opinion.
Based upon the foregoing, I am of the opinion that:
(1) the Company has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Delaware; and
(2) the Shares have been duly authorized and issued and, when sold in
accordance with the procedures described in the Registration Statement, will be
legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Company's Registration Statement on Form S-3.
Very truly yours,
/s/John R. Leekley
John R. Leekley
Corporate Counsel
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Exhibit 23.a
CONSENT OF INDEPENDENT
ACCOUNTANTS
We consent to the incorporation by reference in the prospectus included in
this Registration Statement of TriMas Corporation on Form S-3 of our report
dated February 8, 1994, on our audits of the consolidated financial statements
and financial statement schedules of TriMas Corporation and subsidiaries as of
December 31, 1993 and 1992 and for each of the three years in the period ended
December 31, 1993, which report is included in the Annual Report on Form 10-K of
TriMas Corporation for the fiscal year ended December 31, 1993. We also consent
to the reference to our Firm under the caption "Experts" in such prospectus.
COOPERS & LYBRAND
May 26, 1994
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Exhibit 23.b
CONSENT OF INDEPENDENT
ACCOUNTANTS
We consent to the incorporation by reference in the prospectus included in
this Registration Statement of TriMas Corporation on Form S-3 of our report
dated November 1, 1993, on our audit of the consolidated financial statements of
Lamons Metal Gasket Co. and subsidiaries as of December 31, 1992 and for the
year then ended, which report is included in the Current Report on Form 8-K of
TriMas Corporation dated November 23, 1993. We also consent to the reference to
our Firm under the caption "Experts" in such prospectus.
COOPERS & LYBRAND
May 26, 1994
