<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TRIMAS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
TRIMAS CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
Commom Stock, $.01 par value
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
36,535,857
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
April 7, 1995
- --------------------------------------------------------------------------------
<PAGE> 2
(TRIMAS CORPORATION LOGO)
315 East Eisenhower Parkway
Ann Arbor, Michigan 48108
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of TriMas Corporation:
The Annual Meeting of Stockholders of TriMas Corporation will be held at the
Crowne Plaza Hotel, 610 Hilton Boulevard, Ann Arbor, Michigan 48108, on
Wednesday, May 10, 1995, at 11:00 A.M., Eastern daylight time. The purposes of
the meeting, which are set forth in detail in the accompanying Proxy Statement,
are:
1. To elect two Class I Directors;
2. To consider and act upon a proposal to approve the 1995 Long Term Stock
Incentive Plan; and
3. To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 17, 1995, as the
record date for the determination of stockholders entitled to notice of and to
vote at the meeting and at any adjournment thereof.
Your attention is called to the accompanying Proxy Statement and Proxy. Whether
or not you plan to be present at the meeting, you are requested to sign and
return the Proxy in the enclosed envelope to which no postage need be affixed if
mailed in the United States. Your prompt attention will be appreciated. Prior to
being voted, the Proxy may be withdrawn in the manner specified in the Proxy
Statement.
By Order of the Board of Directors
[SIG]
EUGENE A. GARGARO, JR., Secretary
April 7, 1995
<PAGE> 3
PROXY STATEMENT
TO BE MAILED ON OR ABOUT APRIL 7, 1995
ANNUAL MEETING OF STOCKHOLDERS OF
TRIMAS CORPORATION
MAY 10, 1995
GENERAL INFORMATION
The solicitation of the enclosed Proxy is made by the Board of Directors of
TriMas Corporation for use at the Annual Meeting of Stockholders of the Company
to be held at the Crowne Plaza Hotel, 610 Hilton Boulevard, Ann Arbor, Michigan
48108, on Wednesday, May 10, 1995, at 11:00 A.M., Eastern daylight time, and at
any adjournment thereof.
The expense of this solicitation will be borne by the Company. Solicitation will
be by use of the mails, and executive officers and other employees of the
Company may solicit Proxies, without extra compensation, personally and by
telephone and other means of communication. The Company will also reimburse
brokers and other persons holding Company Common Stock in their names or in the
names of their nominees for their reasonable expenses in forwarding Proxies and
Proxy materials to beneficial owners.
Stockholders of record as of the close of business on March 17, 1995, will be
entitled to vote at the meeting. Each share of outstanding Company Common Stock
is entitled to one vote. As of March 17, 1995, there were 36,535,857 shares of
Company Common Stock, $.01 par value, outstanding and entitled to vote. Presence
in person or by proxy of holders of a majority of outstanding shares of Company
Common Stock will constitute a quorum at the meeting. Broker non-votes and
abstentions will be counted toward the establishment of a quorum. The Company
has been advised that Masco Corporation, MascoTech, Inc. and Directors and
executive officers of the Company hold in the aggregate approximately 56 percent
of Company Common Stock and intend to vote their shares in favor of the
nominees, for the proposal described in the Proxy Statement and in accordance
with the recommendations of the Company's Board of Directors.
The shares represented by the Proxy will be voted as instructed if received in
time for the meeting. Any person signing and mailing the Proxy may,
nevertheless, revoke it at any time before it is exercised by written notice to
the Company (Attention: Eugene A. Gargaro, Jr., Secretary) at its executive
offices at 315 East Eisenhower Parkway, Ann Arbor, Michigan 48108, or at the
Annual Meeting.
ELECTION OF DIRECTORS
Two Directors, constituting one-third of the Board of Directors, are to be
elected at the meeting. The nominees, if elected, will serve as Class I
Directors for a term expiring at the 1998 Annual Meeting or until their
respective successors are elected and qualified. The Class II and Class III
Directors will continue in office for their respective terms. The Board of
Directors proposes the re-election of Brian P. Campbell and John A. Morgan to
serve as Class I Directors and intends that the persons named as proxies in the
Proxy will vote the shares represented by each Proxy for the election as
Directors of such nominees unless a contrary direction is indicated. If prior to
the meeting either nominee is unable or unwilling to serve as a Director, which
the Board of Directors does not expect, the persons named as proxies will vote
for such alternate nominee, if any, as may be recommended by the Board of
Directors.
Assuming a quorum is present, Directors are elected by a plurality of the votes
cast by the holders of Company Common Stock. The two individuals who receive the
largest number of votes cast will be
1
<PAGE> 4
elected as Directors; therefore, shares not voted (whether due to abstention or
broker non-vote) do not affect the election of Directors.
Information concerning the nominees and continuing Directors is set forth below.
<TABLE>
<CAPTION>
SHARES OF
COMPANY COMMON
STOCK
NAME, AGE, PRINCIPAL HAS SERVED BENEFICIALLY
OCCUPATION AND DIRECTORSHIPS AS A OWNED AS OF
OF OTHER PUBLICLY REGISTERED COMPANIES DIRECTOR SINCE MARCH 15, 1995
- ----------------------------------------------------------------- ---------------- --------------
<S> <C> <C>
CLASS I (NOMINEES FOR TERM TO EXPIRE AT 1998 ANNUAL MEETING)
Brian P. Campbell, 54 1986 1,350,826
President of the Company
John A. Morgan, 64 1989 8,000
Partner, Morgan Lewis Githens & Ahn, investment bankers;
Director of FlightSafety International, Inc., Masco
Corporation, MascoTech, Inc. and McDermott International, Inc.
CLASS II (TERM TO EXPIRE AT 1996 ANNUAL MEETING)
Richard A. Manoogian, 58 1986 1,801,852
Chairman of the Board of the Company, Chairman of the Board and
Chief Executive Officer of Masco Corporation and MascoTech,
Inc.; Director of NBD Bancorp, Inc.
Herbert S. Amster, 60 1989 22,500
Chairman, Industrial Technology Institute, a manufacturing
research organization; Director of Jacobson Stores Inc.
CLASS III (TERM TO EXPIRE AT 1997 ANNUAL MEETING)
Eugene A. Gargaro, Jr., 53 1989 65,468
Vice President and Secretary of Masco Corporation; Director of
Allied Digital Technologies Corporation and MascoTech, Inc.
Helmut F. Stern, 75 1989 317,750
President, Arcanum Corporation, a private research and
development company
</TABLE>
For further information concerning beneficial ownership, see "Security Ownership
of Management and Certain Beneficial Owners." For further information concerning
MascoTech, Inc. and Masco Corporation, see "Certain Relationships and Related
Transactions."
Messrs. Campbell, Manoogian, Morgan and Stern have been engaged during the past
five years in the occupations listed in the preceding table. Mr. Gargaro was a
partner in the law firm of Dykema Gossett until he became Vice President and
Secretary of Masco Corporation in October 1993. Mr. Amster was a founder of
Irwin Magnetic Systems, Inc., a producer of minicartridge tape drives, and
served as Chairman from April 1985 until its acquisition by Cipher Data
Products, Inc. in April 1989 where he served as Senior Vice President until
August 1990. In March 1993 Mr. Amster became Chairman of the Board of the
Industrial Technology Institute, a manufacturing research organization, where he
has served as a director since March 1992.
The Board of Directors held four meetings during 1994. Each Director (other than
Messrs. Manoogian and Campbell, who are also Company employees) receives an
annual fee of $24,000 and $1,000 for each Board of Directors meeting (and
committee meeting if not held on a date on which the entire Board holds a
meeting) which the Director physically attends. The Audit Committee of the Board
of Directors, consisting of Messrs. Amster, Morgan and Stern, held two
2
<PAGE> 5
meetings during 1994. It reviews and acts or reports to the Board with respect
to various auditing and accounting matters, including the selection and fees of
the Company's independent accountants, the scope of audit procedures, the
Company's internal audit program and results, the nature of services to be
performed by the independent accountants and the Company's accounting practices.
The Compensation Committee of the Board of Directors, consisting of Messrs.
Gargaro, Morgan and Stern, held four meetings during 1994. It establishes and
monitors executive compensation and administers and determines awards and
options granted under the Company's stock incentive and stock option plans. See
"Compensation Committee Report on Executive Compensation." The Board of
Directors has not established a separate committee of its members to nominate
candidates for election as Directors. All Directors attended more than 75
percent of the 1994 meetings of the Board and of the committees on which such
Directors serve, except Mr. Morgan who was unable to do so because of scheduling
conflicts. Mr. Morgan devotes time to Company matters outside of formal Board
meetings, and all actions taken by the Board in his absence were reviewed with
Mr. Morgan by telephone either during or immediately after each meeting.
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information concerning beneficial ownership of
Company Common Stock as of March 15, 1995, by (i) all persons known by the
Company to be the beneficial owners of five percent or more of Company Common
Stock, (ii) each of the Directors, (iii) each of the executive officers, and
(iv) the Directors and executive officers as a group.
<TABLE>
<CAPTION>
SHARES OF PERCENTAGE
COMPANY OF
COMMON COMPANY
STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OWNED OWNED
---------------- ----------- ------------
<S> <C> <C>
MascoTech, Inc.
21001 Van Born Road
Taylor, Michigan 48180 15,191,109 41.6%
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180 1,933,708 5.3%
Herbert S. Amster 22,500 *
Brian P. Campbell 1,350,826 3.7%
Peter C. DeChants 45,970 *
Eugene A. Gargaro, Jr. 65,468 *
Richard A. Manoogian 1,801,852 4.9%
William E. Meyers 63,080 *
John A. Morgan 8,000 *
Helmut F. Stern 317,750 *
All eight Directors and executive officers of
the Company as a group (excluding subsidiary,
divisional and group executives) 3,673,446 10.0%
</TABLE>
- -------------------------
* Less than one percent
Information regarding Company Common Stock owned by Messrs. Manoogian and
Gargaro and all Directors and executive officers of the Company as a group
includes in each case 2,000 shares owned by a charitable foundation, of which
Messrs. Manoogian and Gargaro are directors. Shares
3
<PAGE> 6
owned by Mr. Manoogian and by all Directors and executive officers of the
Company as a group include 31,008 shares owned by a charitable foundation, of
which Mr. Manoogian is a director. Shares owned by Mr. Gargaro and all Directors
and executive officers of the Company as a group include 7,184 shares owned by a
charitable foundation of which Mr. Gargaro is a director, and 6,284 shares held
by trusts of which Mr. Gargaro is a trustee. Shares owned by Mr. Campbell and
all Directors and executive officers of the Company as a group include 5,000
shares held by a trust of which Mr. Campbell is a trustee. The directors of the
foundations and the trustees exercise voting and investment power with respect
to Company Common Stock owned by the foundations and trusts, but Messrs.
Manoogian, Gargaro and Campbell disclaim beneficial ownership of such shares.
The table also includes 136,000 shares for Mr. Campbell, 16,000 shares for Mr.
Meyers, 16,000 shares for Mr. DeChants, and 168,000 shares for all Directors and
executive officers of the Company as a group issuable under stock options to the
extent such options are exercisable prior to May 15, 1995, as well as unvested
shares held under the Company's 1988 Restricted Stock Incentive Plan described
under "Compensation of Executive Officers" (121,988 shares for Mr. Campbell,
25,590 shares for Mr. Meyers, 20,684 shares for Mr. DeChants and 168,262 shares
for all Directors and executive officers as a group). Except for shares owned by
the foundations and the trusts of which Mr. Gargaro is a trustee, shares
issuable upon exercise of options, and the unvested and restricted shares
referred to above, shares are owned with sole voting and investment power. Mr.
Manoogian, Mr. Campbell, MascoTech, Inc. and Masco Corporation may each be
deemed a controlling person of the Company by reason of their respective
ownership of shares of the Company's Common Stock, Mr. Manoogian's and Mr.
Campbell's positions as Directors and executive officers of the Company and the
other matters described under "Certain Relationships and Related Transactions."
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation Philosophy. The overall focus of TriMas Corporation's compensation
program is to enhance shareholder value through attainment of the Company's
strategic goals. The executive compensation program is intended to motivate
executives by rewarding them for achieving results and, therefore, a significant
portion of the total compensation to Company executives is "at risk."
The Compensation Committee of the Board of Directors is composed entirely of
outside directors and is responsible for establishing and monitoring executive
compensation. The Committee has a subjective approach to compensation and
consequently uses its discretion to set executive compensation at levels
warranted in its judgment by both external and internal circumstances.
Although the Committee considers a variety of factors when it establishes
compensation, it does not weight them or utilize them in formulas. In general,
the relevant factors considered by the Committee are the Company's operating and
financial performance (both relative to internal criteria and to the performance
of comparable companies); the performance, responsibilities and tenure of
individual executives; the competitive environment for skilled executive talent;
and general economic conditions and outlook.
The objectives of the Company's executive compensation program are to:
- Support the achievement of desired Company performance by ensuring
that an appropriate relationship exists between executive compensation
and the creation of long-term shareholder value.
- Provide compensation that will motivate, attract and retain superior
management talent and reward performance.
- Align the executive officers' interests with the success of the
Company by placing a significant portion of their compensation "at
risk."
4
<PAGE> 7
Executive Officer Compensation Program. The Company's executive officer
compensation program is comprised of base salary, annual cash incentive
compensation, and long-term incentive compensation in the form of stock options
and restricted stock awards. The Compensation Committee reviews the Company's
annual and long-term goals when considering compensation of executive officers,
but compensation decisions are a function of the Compensation Committee's
discretionary judgment rather than the application of plan formulas.
The Committee is familiar with Internal Revenue Code Section 162(m), which
limits the deductibility of annual executive compensation in excess of
$1,000,000 for the highest paid executives. The Committee does not anticipate
that compensation will exceed such amount for the foreseeable future and
therefore has not taken action with respect to this issue. The Committee will
continue to review the compensation of the Company's executives and to evaluate
the impact of Section 162(m) and regulations issued thereunder.
Base Salary. In determining base salaries, the Committee takes into account
individual experience and contributions to the Company's performance, as well as
specific issues particular to the Company.
Annual Incentive Compensation. The purpose of the Company's annual incentive
compensation program is to provide a direct financial incentive in the form of
an annual cash bonus to executive officers to achieve the Company's annual goals
and long-term growth and performance.
Stock Option and Restricted Stock Award Program. The stock option and restricted
stock award program is the Company's long-term incentive plan for executive
officers and key managers. The objectives of the program are to align executive
and shareholder long-term interests by creating a strong and direct relationship
between executive compensation and shareholder returns. The Committee strongly
believes that by providing those individuals who have substantial responsibility
for the management and growth of the Company, and the maximizing of shareholder
returns, with an opportunity to increase their ownership of Company Common
Stock, the best interests of shareholders and executives will be more closely
aligned. The Company's stock options and restricted stock awards vest over
periods of eight and ten years which increases the long-term aspect of these
awards. The Committee considers the history of awards previously granted in
determining new grants. As a result of the Company's extended vesting schedule,
the dollar value of these stock-based incentives can appreciate to substantial
amounts since there is a longer time period for the Company stock price to
appreciate. Many other companies have a shorter vesting schedule which enables
individuals to receive their incentives in a shorter time period.
Discussion of 1994 Executive Officer Compensation. In considering changes in
compensation of executive officers for 1994, the Committee has reviewed
compensation levels and both Company and individual performances within the
framework of the Company's compensation philosophy, as well as the Company's
financial performance during the year as described above.
Mr. Manoogian, who serves as the Chairman of the Board and is active in Company
affairs, is not a full-time employee of the Company. This is reflected in the
level of Mr. Manoogian's cash compensation, as well as in the responsibilities
and compensation of Mr. Campbell. Mr. Manoogian has not participated in the
stock option and restricted stock award program or the Company's retirement or
other benefit programs.
Eugene A. Gargaro, Jr., Chairman
John A. Morgan
Helmut F. Stern
5
<PAGE> 8
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table summarizes the annual and long-term compensation of the
Company's executive officers for 1994, 1993 and 1992.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------------------
AWARDS
------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
---------------------------- STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(1) OPTIONS COMPENSATION(2)
--------------------------- ---- -------- -------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Manoogian 1994 $100,000 0 0 0 0
Chairman of the Board 1993 100,000 0 0 0 0
1992 100,000 0 0 0 0
Brian P. Campbell 1994 460,000 $265,000 $260,000 0 $32,000
President 1993 436,000 245,000 204,000 0 16,000
1992 410,000 225,000 119,000 0 15,000
William E. Meyers 1994 162,000 80,000 92,000 0 11,000
Vice President - Controller 1993 152,000 70,000 58,000 0 10,000
1992 142,000 58,000 41,000 0 9,000
Peter C. DeChants 1994 157,000 63,000 81,000 0 10,000
Vice President - Treasurer 1993 148,000 55,000 44,000 0 10,000
1992 140,000 40,000 20,000 0 9,000
</TABLE>
- -------------------------
(1) This column sets forth the dollar value as of the date of grant of awards of
restricted stock made in 1994, 1993 and 1992 under the Company's 1988
Restricted Stock Incentive Plan. Restricted stock awards granted to date
vest over a period of ten years from the date of grant with ten percent of
each award vesting annually. In general, vesting is contingent on a
continuing employment or consulting relationship with the Company. Mr.
Manoogian has not participated in this plan. The following number of shares
were awarded to the participating executive officers in 1994: Mr. Campbell
-- 10,000 shares; Mr. Meyers -- 3,540 shares; and Mr. DeChants -- 3,100
shares. As of December 31, 1994, the aggregate number and market value of
restricted shares of Company Common Stock held by the participating
executive officers were: Mr. Campbell -- 120,142 shares valued at
$2,403,000; Mr. Meyers -- 24,786 shares valued at $496,000; and Mr. DeChants
-- 19,608 shares valued at $392,000. Recipients of restricted stock awards
have the right to receive dividends on unvested shares.
(2) This column includes Company contributions and allocations under the
Company's defined contribution retirement plans for each year for the
accounts of each of the executive officers other than Mr. Manoogian, who
does not participate in these plans.
OPTION YEAR-END VALUE TABLE
The following table sets forth information concerning the value at December 31,
1994, of unexercised options held by each executive officer. Options vest over a
period of eight years from the date of grant and expire ten years from the date
of grant. In general, vesting is contingent on a continuing employment or
consulting relationship with the Company. The value of unexercised options
reflects the increase in market value of Company Common Stock from the date of
grant through December 31, 1994 (the closing price of Company Common Stock on
December 30, 1994, was $20 per
6
<PAGE> 9
share). Value actually realized upon exercise by the executive officers will
depend on the value of Company Common Stock at the time of exercise.
<TABLE>
<CAPTION>
DECEMBER 31, 1994, OPTION VALUE
---------------------------------------------------------------
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
DECEMBER 31, 1994 AT DECEMBER 31, 1994
----------------------------- -----------------------------
NAME UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
---- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Richard A. Manoogian 0 0 0 0
Brian P. Campbell 134,000 126,000 $ 1,579,000 $ 1,534,000
William E. Meyers 28,000 12,000 312,000 134,000
Peter C. DeChants 28,000 12,000 312,000 134,000
</TABLE>
PENSION PLANS
The executive officers other than Mr. Manoogian participate in pension plans
maintained by the Company for certain of its salaried employees. The following
table shows estimated annual retirement benefits payable for life at age 65 for
various levels of compensation and service under these plans.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE(1)
----------------------------------------------------------------------------------------------------
REMUNERATION(2) 5 10 15 20 25
- ---------------- ---------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
$100,000 $ 5,645 $ 11,290 $ 16,935 $ 22,580 $ 28,225
200,000 11,290 22,580 33,870 45,161 56,451
300,000 16,935 33,870 50,806 67,741 84,676
400,000 22,580 45,161 67,741 90,321 112,902
500,000 28,225 56,451 84,676 112,902 141,127
600,000 33,870 67,741 101,611 135,482 169,352
<CAPTION>
REMUNERATION(2) 30
- ---------------- ----------------
<S> <C>
$100,000 $ 33,870
200,000 67,741
300,000 101,611
400,000 135,482
500,000 169,352
600,000 203,223
</TABLE>
- -------------------------
(1) The plans provide for service credit for employment with any of the Company,
Masco Corporation, MascoTech, Inc. and their subsidiaries. Vesting occurs
after five full years of employment. The benefit amounts set forth in the
table above have been converted from the plans' calculated five-year certain
and life benefit and are not subject to reduction for social security
benefits or for other offsets, except to the extent that pension or
equivalent benefits are payable under a Masco Corporation or MascoTech, Inc.
plan. The table does not depict Internal Revenue Code ("Code") limitations
on tax-qualified plans because one of the plans is a non-qualified plan
established by the Company to restore for certain salaried employees
(including the executive officers) benefits that are otherwise limited by
the Code. Approximate years of credited service for each of the executive
officers participating in the plans are: Mr. Campbell -- 21; Mr. Meyers --
7; and Mr. DeChants -- 5.
(2) For purposes of determining benefits payable, remuneration is equal to the
average of the highest five consecutive January 1 annual base salary rates
paid by the Company prior to retirement.
Under the Company's Supplemental Executive Retirement and Disability Plan,
certain executive officers and other key executives of the Company, or any
company in which the Company or a subsidiary owns at least 20 percent of the
voting stock, may receive retirement benefits in addition to those provided
under the Company's other retirement plans and supplemental disability benefits.
Each participant is designated by the Compensation Committee or the Chairman of
the Board (and approved by the Compensation Committee in the case of the
executive officers) to receive annually upon retirement on or after the age of
65, an amount which, when combined with benefits from the
7
<PAGE> 10
Company's other retirement plans and for most participants any retirement
benefits payable by reason of employment by prior employers, equals 60 percent
of the average of the participant's highest three years' cash compensation
(limited to base salary and regular year-end cash bonus) up to an annual payment
which when combined with benefits under the Company's non-qualified plan may not
exceed a maximum, currently $366,460. A participant may also receive
supplemental medical benefits. A participant who has been employed at least two
years and becomes disabled prior to retirement will receive annually 60 percent
of the participant's total annualized cash compensation in the year in which the
participant becomes disabled, subject to certain limitations on the maximum
payment and reduced by benefits payable pursuant to the Company's long-term
disability insurance and similar plans. Upon a disabled participant's reaching
age 65, such participant receives the annual cash benefits payable upon
retirement, as determined above. A surviving spouse will receive reduced
benefits upon the participant's death. Participants are required to agree that
they will not engage in competitive activities for at least two years after
termination of employment, and if employment terminates by reason of retirement
or disability, during such longer period as benefits are received under this
Plan. The executive officers other than Mr. Manoogian participate in this Plan.
8
<PAGE> 11
PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total shareholder
return on Company Common Stock against the cumulative total return of the S&P
500 Stock Index and the S&P Manufacturing Diversified Index for the period
commencing January 1, 1990, and ending December 31, 1994. The graph assumes
investments of $100 on December 31, 1989, in Company Common Stock, the S&P 500
Stock Index and the S&P Manufacturing Diversified Index, and the reinvestment of
dividends.
[GRAPH]
The table below sets forth the value as of December 31 of each of the years
indicated of a $100 investment made on December 31, 1989, in each of Company
Common Stock, the S&P 500 Stock Index and the S&P Manufacturing Diversified
Index, and the reinvestment of dividends.
<TABLE>
<CAPTION>
Measurement Period S&P Mfg Di-
(Fiscal Year Covered) TriMas S&P 500 versified
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 69.56 96.89 99.13
1991 93.64 126.28 121.49
1992 155.49 135.88 131.67
1993 263.04 149.52 159.82
1994 217.10 151.55 165.46
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors consists of Messrs.
Gargaro, Morgan, and Stern. Mr. Gargaro is the Secretary of the Company
(although he is not an employee) and is an executive officer of Masco
Corporation. Richard A. Manoogian, an executive officer of the Company, is a
director of Masco Corporation.
9
<PAGE> 12
PROPOSAL TO APPROVE THE 1995
LONG TERM STOCK INCENTIVE PLAN
The Board of Directors has adopted and is presenting for stockholder approval
the TriMas Corporation 1995 Long Term Stock Incentive Plan (the "1995 Plan").
The 1995 Plan is designed to encourage selected employees of and consultants to
the Company and its affiliates to acquire a proprietary interest in the
Company's growth and performance in order to provide an increased incentive for
such individuals to contribute to the Company's future success and prosperity.
The Board believes the 1995 Plan will enhance the ability of the Company and its
affiliates to attract and retain exceptionally qualified individuals upon whom
the Company's sustained progress, growth and profitability depend, thus
enhancing the value of the Company for the benefit of its stockholders. The
following summary is qualified in its entirety by reference to the full text of
the 1995 Plan attached to this Proxy Statement as Annex A.
The Company's 1988 Restricted Stock Incentive Plan and its 1988 Stock Option
Plan (collectively, the "Old Plans") have an aggregate of approximately 200,000
shares remaining available for awards. See "Compensation of Executive Officers."
The Board of Directors believes that the institution of the 1995 Plan, making
additional shares available for future awards and options, is now advisable.
Accordingly, the Board of Directors has adopted the 1995 Plan and proposes and
recommends approval by the stockholders. The 1995 Plan would authorize the
granting of awards from the date of its approval by stockholders until the
shares authorized for issuance thereunder have been exhausted. After the 1995
Plan is approved by stockholders, no further awards will be made under prior
plans.
General Information
The 1995 Plan provides for greater flexibility to the Company than the Old Plans
by permitting, among other things, additional types of awards and greater
latitude as to the terms and conditions of awards, by allowing any awards to be
granted either alone or in combination with or substitution for other awards and
by increasing the number of shares available for awards. Employees of and
consultants to the Company and its affiliates are eligible to receive awards
under the 1995 Plan. An affiliate is any entity in which the Company has a 20
percent or greater equity interest and any other entity in which the committee
administering the 1995 Plan determines the Company has a significant equity
interest.
The 1995 Plan permits granting awards for: (i) stock options, including
incentive stock options ("ISOs") meeting the requirements of Section 422 of the
Code and restoration options described below, (ii) stock appreciation rights
("SARs"), (iii) restricted stock and restricted stock units, (iv) performance
awards, (v) dividend equivalents and (vi) other awards valued in whole or in
part by reference to or otherwise based on Company Common Stock ("other
stock-based awards"). The 1995 Plan will be administered by a committee composed
of at least two of the Company's Directors, each of whom must be a
"disinterested person" as such term is defined in Rule 16b-3 under the
Securities Exchange Act of 1934. The committee will have the authority to
establish rules for the administration of the 1995 Plan; to select the employees
and consultants to whom awards are granted; to determine the types of awards to
be granted and the number of shares covered by such awards; to set the terms and
conditions of such awards; and to cancel, suspend and amend awards. The
committee may also determine whether the payment of any proceeds of any award
shall or may be deferred and may authorize payments representing dividends or
interest or their equivalents in connection with any deferred award.
Determinations and interpretations of the committee will be binding on all
parties. The committee may delegate to one or more Directors who may be
participants in the 1995 Plan the authority to grant awards to individuals who
are not subject to Section 16 of the Exchange Act. Because awards under the 1995
Plan are made at the discretion of the committee, benefits to be received by the
participants for 1995 and the benefits that would have been received by the
participants for 1994 cannot be determined.
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<PAGE> 13
The Board may amend, alter or discontinue the 1995 Plan at any time, but
stockholder approval of any such amendment must generally be obtained if such
approval is necessary to maintain the 1995 Plan's compliance with Rule 16b-3. No
amendment may impair the rights of any outstanding award holder without such
holder's consent.
Awards may be granted for no cash consideration or for such minimal cash
consideration as may be required by applicable law. Awards may provide that upon
their exercise or vesting the holder will receive cash, stock, other securities,
other awards, other property or any combination thereof, as the committee shall
determine. No participant may receive stock-based awards in any calendar year
that relate to more than 400,000 shares of Company Common Stock; provided,
however, that number may be increased with respect to any participant by any
shares available for grant to such participant in any prior years that were not
granted in such prior years. Any shares of stock deliverable under the 1995 Plan
may consist in whole or in part of authorized and unissued shares or treasury
shares. Subject to certain limited exceptions and the authority of the committee
to determine otherwise, awards under the 1995 Plan may not be transferred. The
1995 Plan provides that immediately upon certain events constituting a change in
control of the Company, Masco Corporation or MascoTech, Inc. the vesting of all
rights of participants accelerates and all restrictions on awards terminate.
The committee establishes the purchase price per share for options, the term of
options, the time at which they may be exercised and such other terms as the
committee deems appropriate. Unless the committee determines otherwise, payment
of the purchase price in full in cash is required upon option exercise, and
options may be exercised for only a limited period of time following termination
of the employment or consulting relationship (up to one year in the event of
death). If the exercise price of an option granted under the 1995 Plan or of any
other option is paid in Company Common Stock, the committee may grant the
exercising optionee a restoration option covering a number of shares equal to
the number of shares delivered upon such exercise. The closing price of Company
Common Stock on March 15, 1995 was $21 3/4 per share.
The holder of an SAR will be entitled to receive the excess of the fair market
value (calculated as of the exercise date or, if the committee shall so
determine in the case of any SAR not related to an ISO, as of any time during a
specified period before or after the exercise date) of a specified number of
shares over the grant price of the SAR.
A restricted stock award may provide the recipient with all of the rights of a
stockholder of the Company, including the right to vote the shares and to
receive any dividends. Restricted stock and restricted stock units generally
will be subject to certain forfeiture conditions and may not be transferred by
the recipient until such restrictions lapse. In general, unless the committee
determines otherwise all shares of restricted stock are forfeited upon
termination of the employment or consulting relationship during the restricted
period, except that if termination is due to death or permanent and total
disability all restrictions lapse immediately and if termination of employment
is due to retirement the restrictions continue to lapse in the same manner as
though employment had not terminated.
Performance awards will provide the holder thereof rights valued as determined
by the committee and payable to, or exercisable by, such holder, in whole or in
part, upon the achievement of such performance goals during such performance
periods as the committee shall establish. Dividend equivalents will entitle the
holder thereof to receive payments equivalent to dividends or interest with
respect to a specified number of shares. The committee is also authorized to
establish the terms and conditions of other stock-based awards.
There are 2,000,000 shares of Company Common Stock initially available for
issuance under the 1995 Plan. In addition, if the Company acquires shares of
Company Common Stock as full or partial payment for the exercise of any option
granted or acquires shares in connection with the 1995 Plan or any other
employee stock option or restricted stock issued by the Company, in open-market
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<PAGE> 14
transactions or otherwise, up to 2,000,000 of such shares may be included in the
number of shares available for awards under the 1995 Plan. If any shares subject
to an award under the 1995 Plan are forfeited or if any such award terminates,
the shares previously covered by such award are considered as acquired shares
and may be available for future awards under the 1995 Plan, subject to the
foregoing limitation. Acquired shares in excess of such limitation may be
included in the number of shares available for awards to the extent that such
inclusion is consistent with the requirements of Rule 16b-3. The Company has had
a practice of acquiring shares on the open market in connection with awards of
restricted stock and shares issued pursuant to option exercises under prior
plans.
If another company is acquired by the Company or an affiliate in the future, any
awards made and any of the Company's shares delivered upon the assumption of or
in substitution for outstanding grants made by the acquired company may be
deemed to be granted under the 1995 Plan but would not decrease the number of
shares available for grant under the 1995 Plan, except with respect to
individuals subject to Section 16 of the Exchange Act. Except for such awards
and except to avoid double counting with respect to certain awards granted in
tandem with or in substitution for other awards granted under the 1995 Plan, all
awards granted will be counted against the overall limits on the number of
shares available pursuant to procedures to be specified by the committee.
If any dividend or other distribution, recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of shares or other securities of the
Company, issuance of warrants or other rights to purchase shares or other
securities of the Company, or other similar corporate transaction or event
affects the shares, then the committee may in such manner as it deems equitable,
adjust (1) the number and type of shares (or other securities or property) which
thereafter may be made the subject of awards, (2) outstanding awards, including
without limitation the number and type of shares (or other securities or
property) subject thereto, and (3) the grant, purchase or exercise price with
respect to any award, and may make provision for a cash payment to the holder of
an outstanding award. The committee will also be authorized, for similar
purposes, to make adjustments in performance award criteria or in the terms and
conditions of other awards in recognition of unusual or nonrecurring events
affecting the Company or its financial statements or of changes in applicable
laws, regulations or accounting principles.
The committee may correct any defect, supply any omission, or reconcile any
inconsistency in the 1995 Plan or in any award in the manner and to the extent
it shall deem desirable to carry the 1995 Plan into effect. Nothing contained in
the 1995 Plan shall prevent the Company or any affiliate from adopting or
continuing in effect other or additional compensation arrangements.
FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the principal federal income tax consequences
generally applicable to awards under the 1995 Plan. The grant of a stock option
or SAR will generally create no immediate tax consequences for the recipient, or
the Company or an affiliate employing such individual. The holder of an ISO
generally will have no taxable income upon exercising the ISO (except that the
alternative minimum tax may apply), and the employer generally will receive no
tax deduction when an ISO is exercised. Upon exercising a stock option other
than an ISO, the optionee must recognize ordinary income equal to the excess of
the fair market value of the shares acquired on the date of exercise over the
option exercise price, and the employer will then be entitled to a tax deduction
for the same amount. Upon exercising an SAR, the amount of any cash received and
the fair market value on the exercise date of any shares or other property
received are taxable to the recipient as ordinary income and that amount is also
deductible by the employer.
The tax consequence to an optionee of a disposition of shares acquired through
the exercise of an SAR or a stock option will depend on how long the shares have
been held and upon whether such
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<PAGE> 15
shares were acquired by exercising an ISO or by exercising an SAR or stock
option other than an ISO. Generally, there will be no tax consequence to the
employer in connection with a disposition of shares acquired under an option
except that the employer may be entitled to a tax deduction in the case of a
disposition of shares acquired under an ISO before the applicable ISO holding
periods have been satisfied.
With respect to other awards granted under the 1995 Plan that are settled either
in cash or in shares or other property that is either transferable or not
subject to substantial risk of forfeiture, the holder of such an award must
recognize ordinary income equal to the excess of (a) the cash or the fair market
value of the shares or other property received (determined as of the first time
the shares or other property become transferable or not subject to substantial
risk of forfeiture, whichever occurs earlier) over (b) the amount (if any) paid
for such shares or other property by the participant, and the employer will then
be entitled to a deduction for the same amount.
The affirmative vote of holders of a majority of the shares of Company Common
Stock present and entitled to vote at the Annual Meeting is required for
approval of the proposed 1995 Long Term Stock Incentive Plan. Broker non-votes
do not affect the approval of the 1995 Plan. Abstentions are considered present
and entitled to vote and therefore have the effect of votes against the 1995
Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE 1995 LONG TERM
STOCK INCENTIVE PLAN.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective October 1, 1988, the Company acquired various businesses (the
"MascoTech businesses") and cash from MascoTech, Inc. in exchange for securities
of the Company. In a related transaction, Masco Corporation, which prior to such
acquisition had an equity ownership interest in the Company, purchased for cash
additional Company Common Stock. The Company became a public corporation in
February 1989 when approximately 28 percent of the then outstanding shares of
Company Common Stock was distributed by Masco Corporation to its stockholders as
a special dividend. As part of these transactions, the Company entered into
certain agreements with Masco Corporation and MascoTech, Inc.
Under a Corporate Services Agreement, Masco Corporation provides the Company and
its subsidiaries with use of Masco Corporation's data processing equipment and
services, certain research and development services, corporate administrative
staff and other support services in return for the Company's payment of an
annual base service fee of .8 percent of its consolidated annual net sales,
subject to certain adjustments. This agreement also provides for various license
rights and the confidential treatment of certain information which may arise
from Masco Corporation's performance of research and development services on
behalf of the Company. The Company paid Masco Corporation approximately $3.0
million for 1994 under the Corporate Services Agreement, which is terminable by
the Company at any time upon at least 90 days notice and by Masco Corporation at
the end of any calendar year upon at least 180 days notice.
The Company, Masco Corporation and MascoTech, Inc. have entered into a Corporate
Opportunities Agreement to address potential conflicts of interest with respect
to future business opportunities. This agreement materially restricts the
Company's ability to enter into businesses in which Masco Corporation or
MascoTech, Inc. are engaged without their respective consents. This agreement
will continue in effect until at least two years after the termination of the
Corporate Services Agreement and thereafter will be renewed automatically for
one-year periods, subject to termination by any party at least 90 days prior to
any such scheduled renewal date.
Under a Stock Repurchase Agreement, Masco Corporation and MascoTech, Inc. have
the right to sell to the Company, at fair market value, shares of Company Common
Stock under certain circumstances that would result in an increase in their
respective ownership percentage of the then
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<PAGE> 16
outstanding Company Common Stock. Masco Corporation and MascoTech, Inc. have
advised the Company that they intend to exercise their respective rights
whenever necessary to prevent their ownership interest in Company Common Stock
from equaling or exceeding 20 percent in the case of Masco Corporation and 50
percent in the case of MascoTech, Inc., or if Masco Corporation or MascoTech,
Inc. then determines such action to be in its respective best interest.
Under an Assumption and Indemnification Agreement, the Company assumed the
liabilities and obligations of the MascoTech businesses, including claims and
litigation pending at the time of the acquisition or asserted thereafter based
on events which occurred prior to October 1, 1988, but excluding certain income
tax and other specified liabilities.
The Company acquired several businesses from Masco Corporation in 1990. As part
of the transaction, Masco Corporation agreed to indemnify the Company against
certain liabilities of the acquired businesses. In 1993 the Company purchased
from MascoTech, Inc., a business for a purchase price of $60 million plus
additional payments contingent upon the future level of profitability of the
acquired business. MascoTech agreed to indemnify the Company against certain
liabilities of the acquired business.
Subject to certain conditions, and upon request, the Company has agreed to file
registration statements under the federal securities laws to permit the sale in
public offerings of the Company Common Stock held by Masco Corporation and
MascoTech, Inc. In addition, the Company entered into arrangements with Masco
Corporation and MascoTech, Inc. pursuant to which it has registered shares of
Company Common Stock held by certain of their executives under incentive
programs established by those companies. The Company provides indemnification
against certain liabilities arising from such transactions.
The Company participates with Masco Corporation and MascoTech, Inc. in a number
of national purchasing programs, which enable each of them to obtain favorable
terms from certain of their service and product suppliers. From time to time,
sales of products and services and other transactions may occur among the
Company, Masco Corporation and MascoTech, Inc. During 1994, as a result of such
sales and transactions, the Company paid approximately $2.0 million to
MascoTech, Inc., and Masco Corporation and MascoTech, Inc. paid approximately
$2.1 million and $3.4 million, respectively, to the Company. Ownership of
securities and various other relationships and incentive arrangements may result
in conflicts of interest in the Company's dealings with Masco Corporation,
MascoTech, Inc. and others. Masco Corporation is the largest stockholder of
MascoTech, Inc. and may be deemed to be a controlling person. Three of the six
Directors of the Company are persons affiliated with Masco Corporation or
MascoTech, Inc. Mr. Manoogian, who owns 4.9 percent of Company Common Stock and
is the Company's Chairman of the Board, is also the Chairman of the Board and
Chief Executive Officer of both Masco Corporation and MascoTech, Inc. Messrs.
Gargaro and Morgan, who are Directors of the Company, are also Directors of
MascoTech, Inc. Mr. Morgan is a Director of Masco Corporation, and Mr. Gargaro
is the Secretary of MascoTech, Inc. and the Vice President and Secretary of
Masco Corporation. Certain officers and other key employees of the Company
receive benefits based upon the value of the common stock of Masco Corporation,
MascoTech, Inc. and the Company under incentive compensation plans established
by Masco Corporation and MascoTech, Inc. Such benefits include options to
purchase and long-term restricted stock incentive awards of common stock of
Masco Corporation and MascoTech, Inc. under plans comparable to the Company's
plans.
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<PAGE> 17
The following table sets forth the number of shares of Masco Corporation and
MascoTech, Inc. common stock beneficially owned as of March 15, 1995, by the
Company's Directors and executive officers and by its Directors and executive
officers as a group:
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK SHARES OF COMMON STOCK
OF MASCO CORPORATION OF MASCOTECH, INC.
NAME BENEFICIALLY OWNED BENEFICIALLY OWNED
---- ---------------------- ----------------------
<S> <C> <C>
Richard A. Manoogian 4,088,868 4,931,142
Brian P. Campbell 8,800 3,200
Eugene A. Gargaro, Jr. 2,345,308 155,774
John A. Morgan 1,600 24,000
All eight Directors and executive officers of
the Company as a group (excluding subsidiary,
divisional and group executives) 4,179,576 5,017,342
</TABLE>
Messrs. Amster, Stern, Meyers and DeChants do not own any Masco Corporation or
MascoTech, Inc. common stock. Except for Messrs. Manoogian and Gargaro, who own
approximately 2.6 percent and 1.5 percent of Masco Corporation common stock,
respectively, and Mr. Manoogian who owns approximately 8.6 percent of MascoTech,
Inc. common stock, no Director of the Company owns one percent or more of Masco
Corporation or MascoTech, Inc. common stock. Directors and executive officers of
the Company as a group own approximately 2.6 percent of Masco Corporation common
stock and approximately 8.7 percent of MascoTech, Inc. common stock. Shares
owned by the Directors and executive officers of the Company as a group and by
Messrs. Manoogian and Gargaro include in each case 2,265,000 shares of Masco
Corporation common stock owned, and 96,774 shares of MascoTech, Inc. common
stock which could be acquired upon conversion of convertible debt securities
owned, in each case by a charitable foundation of which Messrs. Manoogian and
Gargaro are directors. Shares owned by Mr. Manoogian and by the Directors and
executive officers of the Company as a group include in each case 75,200 shares
of Masco Corporation common stock and 202,560 shares of MascoTech, Inc. common
stock owned by a charitable foundation of which Mr. Manoogian is a director, and
129,032 shares of MascoTech, Inc. common stock which could be acquired upon
conversion of convertible debt securities owned by such foundation. In addition,
Mr. Manoogian may be deemed to be the beneficial owner of 200,000 shares of
MascoTech, Inc.'s $1.20 Convertible Preferred Stock (1.9 percent of the total
issue outstanding) owned by such charitable foundation. Shares owned by Mr.
Manoogian and by all Directors and executive officers of the Company as a group
include the 161,200 shares of MascoTech, Inc. common stock into which such
preferred stock is convertible. Shares owned by Mr. Gargaro and by all Directors
and executive officers of the Company as a group include in each case 28,448
shares of Masco Corporation common stock and 2,000 shares of MascoTech, Inc.
common stock owned by a charitable foundation, of which Mr. Gargaro is a
director, and 25,530 shares of Masco Corporation common stock and 27,000 shares
of MascoTech, Inc. common stock held by trusts, of which Mr. Gargaro is a
trustee. The directors of the foundations and the trustees exercise voting and
investment power with respect to the Masco Corporation and MascoTech, Inc.
securities owned by the foundations and trusts, but Messrs. Manoogian and
Gargaro disclaim beneficial ownership of such securities. The table also
includes 717,740 shares of Masco Corporation common stock for Mr. Manoogian,
7,000 shares for Mr. Campbell and 724,740 shares for the Directors and executive
officers of the Company as a group issuable under stock options of Masco
Corporation to the extent such options are exercisable prior to May 15, 1995.
Share ownership of MascoTech, Inc. common stock includes for Mr. Manoogian and
for the Directors and executive officers of the Company as a group in each case
840,000 shares issuable under stock options of MascoTech, Inc. to the extent
such options are exercisable prior to May 15, 1995. Shares are owned with sole
voting and investment power, except for shares owned by such foundations and
trusts, shares issuable upon the exercise of options, unvested shares of Masco
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<PAGE> 18
Corporation common stock issued under Masco Corporation's restricted stock
incentive plans (71,076 shares for Mr. Manoogian, 1,800 shares for Mr. Campbell,
24,289 shares for Mr. Gargaro and 97,165 shares for all Directors and executive
officers of the Company as a group), unvested shares of MascoTech, Inc. common
stock issued under Masco Corporation's restricted stock (Industries) incentive
plan (70,000 shares for Mr. Manoogian, 3,200 shares for Mr. Campbell and 73,200
shares for all Directors and executive officers of the Company as a group), and
unvested shares of MascoTech, Inc. common stock issued under MascoTech, Inc.'s
restricted stock incentive plans (26,320 shares both for Mr. Manoogian and for
all Directors and executive officers of the Company as a group). Mr. Manoogian
may be deemed a controlling person of both Masco Corporation and MascoTech, Inc.
by reason of his significant ownership of Masco Corporation and MascoTech, Inc.
common stock and his positions as Chairman of the Board and Chief Executive
Officer of each company.
STOCKHOLDERS' PROPOSALS
Stockholders' proposals intended to be presented at the 1996 Annual Meeting of
Stockholders of the Company must be received by the Company at its address
stated above by December 8, 1995, to be considered for inclusion in the
Company's Proxy Statement and Proxy relating to such meeting.
INDEPENDENT ACCOUNTANTS
The firm of Coopers & Lybrand L.L.P. has acted as the Company's independent
certified public accounting firm for a number of years and is so acting during
the current year. Representatives of Coopers & Lybrand L.L.P. are expected to be
present at the meeting, will have the opportunity to make a statement and are
expected to be available to respond to appropriate questions.
OTHER MATTERS
The Board of Directors knows of no other matters to be voted upon at the
meeting. If any other matters properly come before the meeting, it is the
intention of the proxies named in the enclosed Proxy to vote the shares
represented thereby with respect to such matters in accordance with their best
judgment.
By Order of the Board of Directors
[SIG]
EUGENE A. GARGARO, JR.
Secretary
Ann Arbor, Michigan
April 7, 1995
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<PAGE> 19
ANNEX A
TRIMAS CORPORATION
1995 LONG TERM STOCK INCENTIVE PLAN
SECTION 1. PURPOSES
The purposes of the 1995 Long Term Stock Incentive Plan (the "Plan") are to
encourage selected employees of and consultants to TriMas Corporation (the
"Company") and its Affiliates to acquire a proprietary interest in the Company
in order to create an increased incentive to contribute to the Company's future
success and prosperity, and enhance the ability of the Company and its
Affiliates to attract and retain exceptionally qualified individuals upon whom
the sustained progress, growth and profitability of the Company depend, thus
enhancing the value of the Company for the benefit of its stockholders.
SECTION 2. DEFINITIONS
As used in the Plan, the following terms shall have the meanings set forth
below:
(a) "Affiliate" shall mean any entity in which the Company's direct or
indirect equity interest is at least twenty percent, and any other entity
in which the Company has a significant direct or indirect equity interest,
whether more or less than twenty percent, as determined by the Committee.
(b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Performance Award, Dividend
Equivalent or Other Stock-Based Award granted under the Plan.
(c) "Award Agreement" shall mean any written agreement, contract or
other instrument or document evidencing any Award granted under the Plan.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(e) "Committee" shall mean a committee of the Company's directors
designated by the Board of Directors to administer the Plan and composed of
not less than two directors, each of whom is a "disinterested person"
within the meaning of Rule 16b-3.
(f) "Dividend Equivalent" shall mean any right granted under Section
6(e) of the Plan.
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(h) "Incentive Stock Option" shall mean an Option granted under
Section 6(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code, or any successor provision thereto.
(i) "Non-Qualified Stock Option" shall mean an Option granted under
Section 6(a) of the Plan that is not intended to be an Incentive Stock
Option.
(j) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.
(k) "Other Stock-Based Award" shall mean any right granted under
Section 6(f) of the Plan.
(l) "Participant" shall mean an employee of or consultant to the
Company or any Affiliate designated to be granted an Award under the Plan.
(m) "Performance Award" shall mean any right granted under Section
6(d) of the Plan.
(n) "Restricted Period" shall mean the period of time during which
Awards of Restricted Stock or Restricted Stock Units are subject to
restrictions.
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<PAGE> 20
(o) "Restricted Stock" shall mean any Share granted under Section 6(c)
of the Plan.
(p) "Restricted Stock Unit" shall mean any right granted under Section
6(c) of the Plan that is denominated in Shares.
(q) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission under the Exchange Act, or any successor rule or
regulation.
(r) "Section 16" shall mean Section 16 of the Exchange Act, the rules
and regulations promulgated by the Securities and Exchange Commission
thereunder, or any successor provision, rule or regulation.
(s) "Shares" shall mean the Company's common stock, par value $.01 per
share, and such other securities or property as may become the subject of
Awards, or become subject to Awards, pursuant to an adjustment made under
Section 4(c) of the Plan.
(t) "Stock Appreciation Right" shall mean any right granted under
Section 6(b) of the Plan.
SECTION 3. ADMINISTRATION
The Committee shall administer the Plan, and subject to the terms of the Plan
and applicable law, the Committee's authority shall include without limitation
the power to:
(i) designate Participants;
(ii) determine the types of Awards to be granted;
(iii) determine the number of Shares to be covered by Awards and any
payments, rights or other matters to be calculated in connection therewith;
(iv) determine the terms and conditions of Awards and amend the terms
and conditions of outstanding Awards;
(v) determine how, whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards or other property, or canceled, forfeited or
suspended;
(vi) determine how, whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards, other property
and other amounts payable with respect to an Award shall be deferred either
automatically or at the election of the holder thereof or of the Committee;
(vii) determine the methods or procedures for establishing the fair
market value of any property (including, without limitation, any Shares or
other securities) transferred, exchanged, given or received with respect to
the Plan or any Award;
(viii) prescribe and amend the forms of Award Agreements and other
instruments required under or advisable with respect to the Plan;
(ix) designate Options granted to key employees of the Company or its
subsidiaries as Incentive Stock Options;
(x) interpret and administer the Plan, Award Agreements, Awards and
any contract, document, instrument or agreement relating thereto;
(xi) establish, amend, suspend or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the administration of
the Plan;
(xii) decide all questions and settle all controversies and disputes
which may arise in connection with the Plan, Award Agreements and Awards;
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<PAGE> 21
(xiii) delegate to directors of the Company who need not be
"disinterested persons" within the meaning of Rule 16b-3 the authority to
designate Participants and grant Awards, provided such Participants are not
directors or officers of the Company for purposes of Section 16; and
(xiv) make any other determination and take any other action that the
Committee deems necessary or desirable for the interpretation, application
and administration of the Plan, Award Agreements and Awards.
All designations, determinations, interpretations and other decisions under or
with respect to the Plan, Award Agreements or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all persons, including the Company, Affiliates,
Participants, beneficiaries of Awards and stockholders of the Company.
SECTION 4. SHARES AVAILABLE FOR AWARDS
(a) Shares Available. Subject to adjustment as provided in Section 4(c):
(i) Initial Authorization. There shall be 2,000,000 Shares initially
available for issuance under the Plan.
(ii) Acquired Shares. In addition to the amount set forth above, up to
2,000,000 Shares acquired by the Company subsequent to the effectiveness of
the Plan as full or partial payment for the exercise price for an Option or
any other stock option granted by the Company, or acquired by the Company,
in open market transactions or otherwise, in connection with the Plan or
any Award hereunder or any other employee stock option or restricted stock
issued by the Company may thereafter be included in the Shares available
for Awards. If any Shares covered by an Award or to which an Award relates
are forfeited, or if an Award expires, terminates or is cancelled, then the
Shares covered by such Award, or to which such Award relates, or the number
of Shares otherwise counted against the aggregate number of Shares
available under the Plan by reason of such Award, to the extent of any such
forfeiture, expiration, termination or cancellation, may thereafter be
available for further granting of Awards and included as acquired Shares
for purposes of the preceding sentence.
(iii) Additional Shares. Shares acquired by the Company in the
circumstances set forth in (ii) above in excess of the amount set forth
therein may thereafter be included in the Shares available for Awards to
the extent permissible for purposes of allowing the Plan to continue to
satisfy the conditions of Rule 16b-3.
(iv) Accounting for Awards. For purposes of this Section 4,
(A) if an Award (other than a Dividend Equivalent) is denominated
in Shares, the number of Shares covered by such Award, or to which such
Award relates, shall be counted on the date of grant of such Award
against the aggregate number of Shares available for granting Awards
under the Plan to the extent determinable on such date and insofar as
the number of Shares is not then determinable under procedures adopted
by the Committee consistent with the purposes of the Plan; and
(B) Dividend Equivalents and Awards not denominated in Shares shall
be counted against the aggregate number of Shares available for granting
Awards under the Plan in such amount and at such time as the Committee
shall determine under procedures adopted by the Committee consistent
with the purposes of the Plan;
provided, however, that Awards that operate in tandem with (whether granted
simultaneously with or at a different time from), or that are substituted
for, other Awards or restricted stock awards or stock options granted under
any other plan of the Company may be counted or not counted under
procedures adopted by the Committee in order to avoid double counting. Any
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Shares that are delivered by the Company or its Affiliates, and any Awards
that are granted by, or become obligations of, the Company, through the
assumption by the Company of, or in substitution for, outstanding
restricted stock awards or stock options previously granted by an acquired
company shall not, except in the case of Awards granted to Participants who
are directors or officers of the Company for purposes of Section 16, be
counted against the Shares available for granting Awards under the Plan.
(v) Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized but
unissued Shares or of Shares reacquired by the Company, including but not
limited to Shares purchased on the open market.
(b) Individual Stock-Based Awards. Subject to adjustment as provided in Section
4(c), no Participant may receive stock-based Awards under the Plan in any
calendar year that relate to more than 400,000 Shares; provided, however, that
such number may be increased with respect to any Participant by any Shares
available for grant to such Participant in accordance with this Paragraph 4(b)
in any prior years that were not granted in such prior years. No provision of
this Paragraph 4(b) shall be construed as limiting the amount of any cash-based
Award which may be granted to any Participant.
(c) Adjustments. Upon the occurrence of any dividend or other distribution
(whether in the form of cash, Shares, other securities or other property),
change in the capital or shares of capital stock, recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company or extraordinary transaction or event which affects
the Shares, then the Committee shall have the authority to make such adjustment,
if any, in such manner as it deems appropriate, in (i) the number and type of
Shares (or other securities or property) which thereafter may be made the
subject of Awards, (ii) outstanding Awards including without limitation the
number and type of Shares (or other securities or property) subject thereto, and
(iii) the grant, purchase or exercise price with respect to outstanding Awards
and, if deemed appropriate, make provision for cash payments to the holders of
outstanding Awards; provided, however, that the number of Shares subject to any
Award denominated in Shares shall always be a whole number.
SECTION 5. ELIGIBILITY
Any employee of or consultant to the Company or any Affiliate, including any
officer of the Company (who may also be a director, but excluding a member of
the Committee, any person who serves only as a director of the Company and any
consultant to the Company or an Affiliate who is also a director of the Company
and who is not rendering services pursuant to a written agreement with the
entity in question), as may be selected from time to time by the Committee or by
the directors to whom authority may be delegated pursuant to Section 3 hereof in
its or their discretion, is eligible to be designated a Participant.
SECTION 6. AWARDS
(a) Options. The Committee is authorized to grant Options to Participants.
(i) Committee Determinations. Subject to the terms of the Plan, the
Committee shall determine:
(A) the purchase price per Share under each Option;
(B) the term of each Option; and
(C) the time or times at which an Option may be exercised, in whole
or in part, the method or methods by which and the form or forms
(including, without limitation, cash,
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Shares, other Awards or other property, or any combination thereof,
having a fair market value on the exercise date equal to the relevant
exercise price) in which payment of the exercise price with respect
thereto may be made or deemed to have been made. The terms of any
Incentive Stock Option granted under the Plan shall comply in all
respects with the provisions of Section 422 of the Code, or any
successor provision thereto, and any regulations promulgated thereunder.
Subject to the terms of the Plan, the Committee may impose such conditions
or restrictions on any Option as it deems appropriate.
(ii) Other Terms. Unless otherwise determined by the Committee:
(A) A Participant electing to exercise an Option shall give written
notice to the Company, as may be specified by the Committee, of exercise
of the Option and the number of Shares elected for exercise, such notice
to be accompanied by such instruments or documents as may be required by
the Committee, and shall tender the purchase price of the Shares elected
for exercise.
(B) At the time of exercise of an Option payment in full in cash
shall be made for all Shares then being purchased.
(C) The Company shall not be obligated to issue any Shares unless
and until:
(I) if the class of Shares at the time is listed upon any stock
exchange, the Shares to be issued have been listed, or authorized to
be added to the list upon official notice of issuance, upon such
exchange, and
(II) in the opinion of the Company's counsel there has been
compliance with applicable law in connection with the issuance and
delivery of Shares and such issuance shall have been approved by the
Company's counsel.
Without limiting the generality of the foregoing, the Company may
require from the Participant such investment representation or such
agreement, if any, as the Company's counsel may consider necessary in
order to comply with the Securities Act of 1933 as then in effect, and
may require that the Participant agree that any sale of the Shares will
be made only in such manner as shall be in accordance with law and that
the Participant will notify the Company of any intent to make any
disposition of the Shares whether by sale, gift or otherwise. The
Participant shall take any action reasonably requested by the Company in
such connection. A Participant shall have the rights of a stockholder
only as and when Shares have been actually issued to the Participant
pursuant to the Plan.
(D) If the employment of or consulting arrangement with a
Participant terminates for any reason (including termination by reason
of the fact that an entity is no longer an Affiliate) other than the
Participant's death, the Participant may thereafter exercise the Option
as provided below, except that the Committee may terminate the
unexercised portion of the Option concurrently with or at any time
following termination of the employment or consulting arrangement
(including termination of employment upon a change of status from
employee to consultant) if it shall determine that the Participant has
engaged in any activity detrimental to the interests of the Company or
an Affiliate. If such termination is voluntary on the part of the
Participant, the option may be exercised only within ten days after the
date of termination. If such termination is involuntary on the part of
the Participant, if an employee retires on or after normal retirement
date or if the employment or consulting relationship is terminated by
reason of permanent and total disability, the Option may be exercised
within three months after the date of termination or retirement. For
purposes of this Paragraph (D), a Participant's employment or consulting
arrangement shall not be considered terminated (i) in the case of
approved sick leave or
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other bona fide leave of absence (not to exceed one year), (ii) in the
case of a transfer of employment or the consulting arrangement among the
Company and Affiliates, or (iii) by virtue of a change of status from
employee to consultant or from consultant to employee, except as
provided above.
(E) If a Participant dies at a time when entitled to exercise an
Option, then at any time or times within one year after death such
Option may be exercised, as to all or any of the Shares which the
Participant was entitled to purchase immediately prior to death. The
Company may decline to deliver Shares to a designated beneficiary until
it receives indemnity against claims of third parties satisfactory to
the Company. Except as so exercised such Option shall expire at the end
of such period.
(F) An Option may be exercised only if and to the extent such
Option was exercisable at the date of termination of employment or the
consulting arrangement, and an Option may not be exercised at a time
when the Option would not have been exercisable had the employment or
consulting arrangement continued.
(iii) Restoration Options. The Committee may grant a Participant the
right to receive a restoration Option with respect to an Option or any
other option granted by the Company. Unless the Committee shall otherwise
determine, a restoration Option shall provide that the underlying option
must be exercised while the Participant is an employee of or consultant to
the Company or an Affiliate and the number of Shares which are subject to a
restoration Option shall not exceed the number of whole Shares exchanged in
payment of the original option.
(b) Stock Appreciation Rights. The Committee is authorized to grant Stock
Appreciation Rights to Participants. Subject to the terms of the Plan, a Stock
Appreciation Right granted under the Plan shall confer on the holder thereof a
right to receive, upon exercise thereof, the excess of (i) the fair market value
of one Share on the date of exercise or, if the Committee shall so determine in
the case of any such right other than one related to any Incentive Stock Option,
at any time during a specified period before or after the date of exercise over
(ii) the grant price of the right as specified by the Committee. Subject to the
terms of the Plan, the Committee shall determine the grant price, term, methods
of exercise and settlement and any other terms and conditions of any Stock
Appreciation Right and may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it may deem appropriate.
(c) Restricted Stock and Restricted Stock Units.
(i) Issuance. The Committee is authorized to grant to Participants
Awards of Restricted Stock, which shall consist of Shares, and Restricted
Stock Units which shall give the Participant the right to receive cash,
other securities, other Awards or other property, in each case subject to
the termination of the Restricted Period determined by the Committee.
(ii) Restrictions. The Restricted Period may differ among Participants
and may have different expiration dates with respect to portions of Shares
covered by the same Award. Subject to the terms of the Plan, Awards of
Restricted Stock and Restricted Stock Units shall have such restrictions as
the Committee may impose (including, without limitation, limitations on the
right to vote Restricted Stock or the right to receive any dividend or
other right or property), which restrictions may lapse separately or in
combination at such time or times, in installments or otherwise. Unless the
Committee shall otherwise determine, any Shares or other securities
distributed with respect to Restricted Stock or which a Participant is
otherwise entitled to receive by reason of such Shares shall be subject to
the restrictions contained in the applicable Award Agreement. Subject to
the aforementioned restrictions and the provisions of the Plan,
Participants shall have all of the rights of a stockholder with respect to
Shares of Restricted Stock.
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(iii) Registration. Restricted Stock granted under the Plan may be
evidenced in such manner as the Committee may deem appropriate, including,
without limitation, book-entry registration or issuance of stock
certificates.
(iv) Forfeiture. Except as otherwise determined by the Committee:
(A) If the employment of or consulting arrangement with a
Participant terminates for any reason (including termination by reason
of the fact that any entity is no longer an Affiliate), other than the
Participant's death or permanent and total disability or, in the case of
an employee, retirement on or after normal retirement date, all Shares
of Restricted Stock theretofore awarded to the Participant which are
still subject to restrictions shall upon such termination of employment
or the consulting relationship be forfeited and transferred back to the
Company. Notwithstanding the foregoing or Paragraph (C) below, if a
Participant continues to hold an Award of Restricted Stock following
termination of the employment or consulting arrangement (including
retirement and termination of employment upon a change of status from
employee to consultant), the Shares of Restricted Stock which remain
subject to restrictions shall nonetheless be forfeited and transferred
back to the Company if the Committee at any time thereafter determines
that the Participant has engaged in any activity detrimental to the
interests of the Company or an Affiliate. For purposes of this Paragraph
(A), a Participant's employment or consulting arrangement shall not be
considered terminated (i) in the case of approved sick leave or other
bona fide leave of absence (not to exceed one year), (ii) in the case of
a transfer of employment or the consulting arrangement among the Company
and Affiliates, or (iii) by virtue of a change of status from employee
to consultant or from consultant to employee, except as provided above.
(B) If a Participant ceases to be employed or retained by the
Company or an Affiliate by reason of death or permanent and total
disability or if following retirement a Participant continues to have
rights under an Award of Restricted Stock and thereafter dies, the
restrictions contained in the Award shall lapse with respect to such
Restricted Stock.
(C) If an employee ceases to be employed by the Company or an
Affiliate by reason of retirement on or after normal retirement date,
the restrictions contained in the Award of Restricted Stock shall
continue to lapse in the same manner as though employment had not
terminated.
(D) At the expiration of the Restricted Period as to Shares covered
by an Award of Restricted Stock, the Company shall deliver the Shares as
to which the Restricted Period has expired, as follows:
(1) if an assignment to a trust has been made in accordance with
Section 6(g)(iv)(B)(1)(c), to such trust; or
(2) if the Restricted Period has expired by reason of death and
a beneficiary has been designated in a form approved by the Company,
to the beneficiary so designated; or
(3) in all other cases, to the Participant or the legal
representative of the Participant's estate.
(d) Performance Awards. The Committee is authorized to grant Performance Awards
to Participants. Subject to the terms of the Plan, a Performance Award granted
under the Plan (i) may be denominated or payable in cash, Shares (including,
without limitation, Restricted Stock), other securities, other Awards, or other
property and (ii) shall confer on the holder thereof rights valued as determined
by the Committee and payable to, or exercisable by, the holder of the
Performance Award, in whole or in part, upon the achievement of such performance
goals during such
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performance periods as the Committee shall establish. Subject to the terms of
the Plan, the performance goals to be achieved during any performance period,
the length of any performance period, the amount of any Performance Award
granted, the amount of any payment or transfer to be made pursuant to any
Performance Award and other terms and conditions shall be determined by the
Committee.
(e) Dividend Equivalents. The Committee is authorized to grant to Participants
Awards under which the holders thereof shall be entitled to receive payments
equivalent to dividends or interest with respect to a number of Shares
determined by the Committee, and the Committee may provide that such amounts (if
any) shall be deemed to have been reinvested in additional Shares or otherwise
reinvested. Subject to the terms of the Plan, such Awards may have such terms
and conditions as the Committee shall determine.
(f) Other Stock-Based Awards. The Committee is authorized to grant to
Participants such other Awards that are denominated or payable in, valued in
whole or in part by reference to or otherwise based on or related to Shares
(including, without limitation, securities convertible into Shares), as are
deemed by the Committee to be consistent with the purposes of the Plan,
provided, however, that such grants to persons who are subject to Section 16
must comply with the provisions of Rule 16b-3. Subject to the terms of the Plan,
the Committee shall determine the terms and conditions of such Awards. Shares or
other securities delivered pursuant to a purchase right granted under this
Section 6(f) shall be purchased for such consideration, which may be paid by
such method or methods and in such form or forms, including, without limitation,
cash, Shares, other securities, other Awards or other property or any
combination thereof, as the Committee shall determine.
(g) General.
(i) No Cash Consideration for Awards. Awards may be granted for no
cash consideration or for such minimal cash consideration as may be
required by applicable law.
(ii) Awards May Be Granted Separately or Together. Awards may, in the
discretion of the Committee, be granted either alone or in addition to, in
tandem with or in substitution for any other Award or any award granted
under any other plan of the Company or any Affiliate. Awards granted in
addition to or in tandem with other Awards or in addition to or in tandem
with awards granted under another plan of the Company or any Affiliate, may
be granted either at the same time as or at a different time from the grant
of such other Awards or awards.
(iii) Forms of Payment Under Awards. Subject to the terms of the Plan
and of any applicable Award Agreement, payments or transfers to be made by
the Company or an Affiliate upon the grant, exercise, or payment of an
Award may be made in such form or forms as the Committee shall determine,
including, without limitation, cash, Shares, other securities, other
Awards, or other property, or any combination thereof, and may be made in a
single payment or transfer, in installments, or on a deferred basis, in
each case in accordance with rules and procedures established by the
Committee. Such rules and procedures may include, without limitation,
provisions for the payment or crediting of reasonable interest on
installment or deferred payments or the grant or crediting of Dividend
Equivalents in respect of installment or deferred payments.
(iv) Limits on Transfer of Awards.
(A) Except as the Committee may otherwise determine, no Award or
right under any Award may be sold, encumbered, pledged, alienated,
attached, assigned or transferred in any manner and any attempt to do
any of the foregoing shall be void and unenforceable against the
Company.
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(B) Notwithstanding the provisions of Paragraph (A) above:
(1) Except as set forth in Paragraph (2) below, a Participant
may assign or transfer an Option or rights under an Award of
Restricted Stock or Restricted Stock Units:
(a) to a beneficiary designated by the Participant in
writing on a form approved by the Committee;
(b) by will or the applicable laws of descent and
distribution to the personal representative, executor or
administrator of the Participant's estate; or
(c) to a revocable grantor trust established by the
Participant for the sole benefit of the Participant during the
Participant's life, and under the terms of which the Participant
is and remains the sole trustee until death or physical or mental
incapacity. Such assignment shall be effected by a written
instrument in form and content satisfactory to the Committee, and
the Participant shall deliver to the Committee a true copy of the
agreement or other document evidencing such trust. If in the
judgment of the Committee the trust to which a Participant may
attempt to assign rights under such an Award does not meet the
criteria of a trust to which an assignment is permitted by the
terms hereof, or if after assignment, because of amendment, by
force of law or any other reason such trust no longer meets such
criteria, such attempted assignment shall be void and may be
disregarded by the Committee and the Company and all rights to
any such Awards shall revert to and remain solely in the
Participant. Notwithstanding a qualified assignment, the
Participant, and not the trust to which rights under such an
Award may be assigned, for the purpose of determining
compensation arising by reason of the Award, shall continue to be
considered an employee or consultant, as the case may be, of the
Company or an Affiliate, but such trust and the Participant shall
be bound by all of the terms and conditions of the Award
Agreement and this Plan. Shares issued in the name of and
delivered to such trust shall be conclusively considered issuance
and delivery to the Participant.
(2) The Committee shall not permit directors or officers of the
Company for purposes of Section 16 to transfer or assign Awards
except as permitted under Rule 16b-3.
(C) The Committee, the Company and its officers, agents and
employees may rely upon any beneficiary designation, assignment or other
instrument of transfer, copies of trust agreements and any other
documents delivered to them by or on behalf of the Participant which
they believe genuine and any action taken by them in reliance thereon
shall be conclusive and binding upon the Participant, the personal
representatives of the Participant's estate and all persons asserting a
claim based on an Award. The delivery by a Participant of a beneficiary
designation, or an assignment of rights under an Award as permitted
hereunder, shall constitute the Participant's irrevocable undertaking to
hold the Committee, the Company and its officers, agents and employees
harmless against claims, including any cost or expense incurred in
defending against claims, of any person (including the Participant)
which may be asserted or alleged to be based on an Award, subject to a
beneficiary designation or an assignment. In addition, the Company may
decline to deliver Shares to a beneficiary until it receives indemnity
against claims of third parties satisfactory to the Company.
(v) Share Certificates. All certificates for Shares or other
securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the
rules,
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regulations and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Shares or other securities
are then listed and any applicable Federal or state securities laws, and
the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
(vi) Change in Control. (A) Notwithstanding any of the provisions of
this Plan or instruments evidencing Awards granted hereunder, upon a Change
in Control (as hereinafter defined) the vesting of all rights of
Participants under outstanding Awards shall be accelerated and all
restrictions thereon shall terminate in order that Participants may fully
realize the benefits thereunder. Such acceleration shall include, without
limitation, the immediate exercisability in full of all Options and the
termination of restrictions on Restricted Stock and Restricted Stock Units.
Further, in addition to the Committee's authority set forth in Section
4(c), the Committee, as constituted before such Change in Control, is
authorized, and has sole discretion, as to any Award, either at the time
such Award is made hereunder or any time thereafter, to take any one or
more of the following actions: (i) provide for the purchase of any such
Award, upon the Participant's request, for an amount of cash equal to the
amount that could have been attained upon the exercise of such Award or
realization of the Participant's rights had such Award been currently
exercisable or payable; (ii) make such adjustment to any such Award then
outstanding as the Committee deems appropriate to reflect such Change in
Control; and (iii) cause any such Award then outstanding to be assumed, or
new rights substituted therefor, by the acquiring or surviving corporation
after such Change in Control.
(B) A Change in Control shall occur if:
(1) any "person" or "group of persons" as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act, other than pursuant to a
transaction or agreement previously approved by the Board of Directors
of the Company, directly or indirectly purchases or otherwise becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act)
or has the right to acquire such beneficial ownership (whether or not
such right is exercisable immediately, with the passage of time, or
subject to any condition) of voting securities representing 25 percent
or more of the combined voting power of all outstanding voting
securities of (A) the Company or (B) an Affiliated Party (as hereinafter
defined); or
(2) during any period of twenty-four consecutive calendar months,
the individuals who at the beginning of such period constitute the
Company's Board of Directors, and any new directors whose election by
such Board or nomination for election by stockholders was approved by a
vote of at least two-thirds of the members of such Board who were either
directors on such Board at the beginning of the period or whose election
or nomination for election as directors was previously so approved, for
any reason cease to constitute at least a majority of the members
thereof.
An "Affiliated Party" shall mean (x) MascoTech, Inc., a Delaware
corporation ("MascoTech"), provided MascoTech then owns at least twenty
percent of the combined voting power of all voting securities of the
Company, or (y) Masco Corporation, a Delaware corporation ("Masco"),
provided Masco then owns (i) at least twenty percent of the combined voting
power of all voting securities of the Company, or (ii) at least twenty
percent of the combined voting power of all voting securities of MascoTech
and MascoTech and Masco Corporation together then own an aggregate of at
least twenty percent of the combined voting power of all voting securities
of the Company.
(vii) Cash Settlement. Notwithstanding any provision of this Plan or
of any Award Agreement to the contrary, any Award outstanding hereunder may
at any time be cancelled in the Committee's sole discretion upon payment of
the value of such Award to the holder thereof in
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cash or in another Award hereunder, such value to be determined by the
Committee in its sole discretion.
SECTION 7. AMENDMENT AND TERMINATION
Except to the extent prohibited by applicable law and unless otherwise expressly
provided in an Award Agreement or in the Plan:
(a) Amendments to the Plan. The Board of Directors of the Company may
amend the Plan and the Board of Directors or the Committee may amend any
outstanding Award; provided, however, that (i) no Plan amendment shall be
effective until approved by stockholders of the Company insofar as
stockholder approval thereof is required in order for the Plan to continue
to satisfy the conditions of Rule 16b-3, and (ii) without the consent of
affected Participants no amendment of the Plan or of any Award may impair
the rights of Participants under outstanding Awards.
(b) Waivers. The Committee may waive any conditions or rights under
any Award theretofore granted, prospectively or retroactively, without the
consent of any Participant.
(c) Adjustments of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee shall be authorized to make adjustments
in the terms and conditions of, and the criteria included in, Awards in
recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 4(c) hereof) affecting the
Company, any Affiliate, or the financial statements of the Company or any
Affiliate, or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits to be made available under the Plan.
(d) Correction of Defects, Omissions, and Inconsistencies. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it
shall deem desirable to effectuate the Plan.
SECTION 8. GENERAL PROVISIONS
(a) No Rights to Awards. No Participant or other person shall have any claim to
be granted any Award under the Plan, and there is no obligation for uniformity
of treatment of Participants or holders or beneficiaries of Awards under the
Plan. The terms and conditions of Awards of the same type and the determination
of the Committee to grant a waiver or modification of any Award and the terms
and conditions thereof need not be the same with respect to each Participant.
(b) Withholding. The Company or any Affiliate shall be authorized to withhold
from any Award granted or any payment due or transfer made under any Award or
under the Plan the amount (in cash, Shares, other securities, other Awards or
other property) of withholding taxes due in respect of an Award, its exercise or
any payment or transfer under such Award or under the Plan and to take such
other action as may be necessary in the opinion of the Company or Affiliate to
satisfy all obligations for the payment of such taxes.
(c) No Limit on Other Compensation Arrangements. Nothing contained in the Plan
shall prevent the Company or any Affiliate from adopting or continuing in effect
other or additional compensation arrangements, including the grant of options
and other stock-based awards, and such arrangements may be either generally
applicable or applicable only in specific cases.
(d) No Right to Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or
any Affiliate. Further, the Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability, or any claim
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under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement or other written agreement with the Participant.
(e) Governing Law. The validity, construction and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Michigan and applicable Federal law.
(f) Severability. If any provision of the Plan or any Award is or becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any
person or Award, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, person or Award, and the remainder of the Plan and any such Award
shall remain in full force and effect.
(g) No Trust or Fund Created. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
person. To the extent that any person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.
(h) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Shares, or whether such fractional Shares or any rights
thereto shall be cancelled, terminated or otherwise eliminated.
(i) Headings. Headings are given to the Sections and subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
SECTION 9. EFFECTIVE DATE OF THE PLAN
The Plan shall be effective as of the date of its approval by the Company's
stockholders.
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[TRIMAS LOGO]
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<TABLE>
<S> <C>
/ /
(1) Election of Directors FOR all nominees / / WITHHOLD AUTHORITY to vote / / EXCEPTIONS / /
listed below for all nominees listed below
Class I Directors to hold office until the 1998 Annual Meeting of Stockholders or until their respective successors are elected
and qualified:
Nominees: BRIAN P. CAMPBELL and JOHN A. MORGAN
(INSTRUCTIONS: To withhold authority to vote for either nominee mark the "Exceptions" box and strike a line through that
nominee's name.)
(2) Proposal to approve the 1995 Long Term Stock Incentive Plan. (3) In their discretion upon such other business as may
properly come before the meeting.
FOR / / AGAINST / / ABSTAIN / /
The shares represented by this Proxy will be voted in accordance with the specifications above. IF SPECIFICATIONS ARE NOT
MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF BOTH NOMINEES AND FOR THE APPROVAL OF THE PROPOSAL.
The undersigned acknowledges receipt of the accompanying Notice of Annual Change of Address and
Meeting of Stockholders and Proxy Statement. or Comments Mark Here / /
Please sign exactly as name appears at
left. Executors, administrators,
trustees, et al. should so indicate when
signing. If the signature is for a
corporation, please sign the full
corporate name by an authorized officer.
If the signature is for a partnership,
please sign the full partnership name
by an authorized partner. If shares are
registered in more than one name, all
holders must sign.
Dated:_____________________________, 1995
|
| ___________________________________(L.S.)
| Signature
__________| ___________________________________(L.S.)
Signature
VOTES MUST BE INDICATED
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. (X) IN BLACK OR BLUE INK. / /
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PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 10, 1995
TRIMAS CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, hereby revoking any Proxy heretofore given, appoints RICHARD
A. MANOOGIAN and EUGENE A. GARGARO, JR. and each of them attorneys and proxies for the
undersigned, each with full power of substitution, to vote the shares of Company Common
Stock registered in the name of the undersigned to the same extent the undersigned would
be entitled to vote if then personally present at the Annual Meeting of Stockholders of
TriMas Corporation to be held at the Crowne Plaza Hotel, 610 Hilton Boulevard, Ann Arbor,
Michigan 48108, on Wednesday, May 10, 1995, at 11:00 A.M., Eastern daylight time, and at
any adjournment thereof.
(Continued and to be signed and dated on other side.)
TRIMAS CORPORATION
P.O. BOX 11803
NEW YORK, N.Y. 10203-0803
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