<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] No fee required.
[ ] 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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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:
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<PAGE> 2
TRIMAS LOGO
315 East Eisenhower Parkway
Ann Arbor, Michigan 48108
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, MAY 14, 1997
- --------------------------------------------------------------------------------
TO THE STOCKHOLDERS OF TRIMAS CORPORATION:
The Annual Meeting of Stockholders of TriMas Corporation will be held at the
Sheraton Inn of Ann Arbor, 3200 Boardwalk, Ann Arbor, Michigan 48108, on
Wednesday, May 14, 1997, 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 III Directors;
2. To consider and act upon the ratification of the selection of Coopers &
Lybrand L.L.P. as independent auditors for the Company for the year
1997; 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 28, 1997, 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
Eugene A. Gargaro, Jr.
EUGENE A. GARGARO, JR., Secretary
April 15, 1997
Ann Arbor, Michigan
<PAGE> 3
PROXY STATEMENT
TO BE MAILED ON OR ABOUT APRIL 15, 1997
ANNUAL MEETING OF STOCKHOLDERS OF
TRIMAS CORPORATION
MAY 14, 1997
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 Sheraton Inn of Ann Arbor, 3200 Boardwalk, Ann Arbor, Michigan
48108, on Wednesday, May 14, 1997, 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 principally by mail, 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 28, 1997, will be
entitled to vote at the meeting. Each share of outstanding Company Common Stock,
$.01 par value, is entitled to one vote. As of March 28, 1997, there were
41,308,368 shares of Company Common Stock 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 50
percent of Company Common Stock and intend to vote their shares in favor of the
nominees, for ratification of the selection of Coopers & Lybrand L.L.P. and in
accordance with the recommendations of the Company's Board of Directors on any
other matters.
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 III
Directors for a term expiring at the Annual Meeting in 2000 or until their
respective successors are elected and qualified. The Class I and Class II
Directors will continue in office for their respective terms. The Board of
Directors proposes the re-election of Eugene A. Gargaro, Jr. and Helmut F. Stern
to serve as Class III Directors and expects 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.
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 elected as Directors; therefore, shares not voted (whether due to
abstention or broker non-vote) do not affect the election of Directors.
1
<PAGE> 4
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 31, 1997
-------------------------------------- -------------- -----------------
<S> <C> <C>
CLASS I (TERM TO EXPIRE AT ANNUAL MEETING IN 1998)
Brian P. Campbell, 56 1986 1,414,753
President of the Company;
Director of Kaydon Corporation
John A. Morgan, 66 1989 8,000
Partner, Morgan Lewis Githens & Ahn, investment bankers;
Director of Allied Digital Technologies Corp., Masco
Corporation and MascoTech, Inc.
CLASS II (TERM TO EXPIRE AT ANNUAL MEETING IN 1999)
Richard A. Manoogian, 60 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 First Chicago NBD Corporation
Herbert S. Amster, 62 1989 22,500
Chairman, Industrial Technology Institute, a manufacturing
research organization; Director of Jacobson Stores Inc.
and Mechanical Dynamics, Inc.
CLASS III (NOMINEES FOR TERM TO EXPIRE AT ANNUAL MEETING IN 2000)
Eugene A. Gargaro, Jr., 55 1989 101,876
Vice President and Secretary of Masco Corporation;
Director of Allied Digital Technologies Corp. and
MascoTech, Inc.
Helmut F. Stern, 77 1989 500,000
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 PLLC until he became Vice President
and Secretary of Masco Corporation in October 1993. Mr. Amster has served since
March 1993 as Chairman of the Board of the Industrial Technology Institute, a
manufacturing research organization, where he has also served as a director
since March 1992. Prior to 1993, Mr. Amster was a private investor.
The Board of Directors held five meetings during 1996. Each Director (other than
Messrs. Manoogian and Campbell, who are also Company employees) receives an
annual fee of $25,000 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 meetings
during 1996. 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 1996. It establishes and monitors
executive compensation and administers and determines awards and options granted
under the Company's stock incentive and stock option programs. 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.
2
<PAGE> 5
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information concerning beneficial ownership of
Company Common Stock as of March 31, 1997, (i) by all persons known by the
Company to be the beneficial owners of five percent or more of Company Common
Stock and Masco Corporation, (ii) by each of the Directors, (iii) by each of the
executive officers, and (iv) by all Directors and executive officers as a group.
Unless otherwise indicated below, each person exercises sole voting and
investment power with respect to the shares they beneficially own.
<TABLE>
<CAPTION>
SHARES OF PERCENTAGE
COMPANY OF COMPANY
COMMON 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 36.8%
FMR Corp. (1)
82 Devonshire Street
Boston, Massachusetts 02109 3,944,900 9.6%
T. Rowe Price Associates, Inc.(2)
100 E. Pratt Street
Baltimore, Maryland 21202 3,566,900 8.6%
Masco Corporation 1,583,708 3.8%
Herbert S. Amster 22,500 *
Brian P. Campbell(3)(4) 1,414,753 3.4%
Peter C. DeChants(3) 63,950 *
Eugene A. Gargaro, Jr.(5)(6) 101,876 *
Richard A. Manoogian(5) 1,801,852 4.4%
William E. Meyers(3) 78,480 *
John A. Morgan 8,000 *
Douglas P. Roosa(3) 6,320 *
Helmut F. Stern 500,000 1.2%
All nine Directors and executive officers of
the Company as a group (excluding
subsidiary, divisional and group
executives)(3)(4)(5)(6) 3,964,723 9.5%
</TABLE>
- -------------------------
* Less than one percent
(1) According to information provided to the Company by FMR Corp., these shares
are beneficially owned by two subsidiaries of FMR Corp. which provide
investment advisory services to investment companies and certain other
funds. FMR Corp., through wholly owned subsidiaries, has sole investment
power over these shares and sole power to vote 42,600 shares. Members of the
Edward C. Johnson III family may be deemed, under the Investment Company Act
of 1940, to form a controlling group with respect to FMR Corp.
(2) According to information provided to the Company by T. Rowe Price
Associates, Inc. ("Price Associates"), these shares are owned by various
individual and institutional investors for which Price Associates serves as
investment advisor. Price Associates has sole investment power over these
shares and sole power to vote 573,400 shares. For purposes of the reporting
requirements of the Securities Exchange Act of 1934, Price Associates is
deemed to be a beneficial owner of such shares; however, it disclaims that
it is, in fact, the beneficial owner of such shares.
3
<PAGE> 6
(3) Includes shares which may be acquired on or before May 30, 1997 upon
exercise of stock options (220,000 shares for Mr. Campbell, 15,189 shares
for Mr. Meyers, 24,000 shares for Mr. DeChants, and 259,189 shares for all
Directors and executive officers of the Company as a group) as well as
unvested restricted stock award shares issued under the Company's stock
incentive plans described under "Compensation of Executive Officers" (99,133
shares for Mr. Campbell, 27,061 shares for Mr. Meyers, 23,892 shares for Mr.
DeChants, 6,320 shares for Mr. Roosa, and 156,406 for all Directors and
executive officers as a group). Holders exercise neither voting nor
investment power over unexercised option shares, and have voting but no
investment power over unvested restricted stock award shares.
(4) Includes 7,000 shares held by a trust for which Mr. Campbell serves as the
trustee. As trustee, Mr. Campbell exercises sole voting and investment power
with respect to Company Common Stock, but disclaims beneficial ownership of
such shares.
(5) Includes 33,008 shares owned by charitable foundations for which Messrs.
Manoogian and Gargaro serve as directors. The directors of the foundations
share voting and investment power with respect to Company Common Stock owned
by the foundations, but Messrs. Manoogian and Gargaro disclaim beneficial
ownership of such shares.
(6) Includes 7,184 shares owned by a charitable foundation for which Mr. Gargaro
serves as a director and 11,684 shares held by trusts for which Mr. Gargaro
serves as a trustee. The directors of the foundation and the trustees share
voting and investment power with respect to Company Common Stock owned by
the foundation and trusts, but Mr. Gargaro disclaims beneficial ownership of
such shares.
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 Company 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 weigh 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 specific 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.
Long-Term Stock Incentive Program. The Company's 1995 Long Term Stock Incentive
Plan provides for the grant of stock options, restricted stock awards and other
types of awards in connection with the Company's long-term incentive program 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 generally 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 1996 Executive Officer Compensation. In considering changes in
compensation of executive officers for 1996, the Committee has reviewed
compensation levels and both Company and individual performance within the
framework of the Company's compensation philosophy, as well as the Company's
financial performance during the year, as described above.
At Mr. Campbell's request, his base salary has not been adjusted since mid-year
1995 and his annual cash incentive compensation has not been adjusted since
1994.
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 1996, 1995 and 1994.
<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 1996 $100,000 0 0 0 0
Chairman of the Board 1995 100,000 0 0 0 0
1994 100,000 0 0 0 0
Brian P. Campbell 1996 502,000 $265,000 $152,000 0 $35,000
President 1995 488,000 265,000 466,000 0 34,000
1994 460,000 265,000 260,000 0 32,000
William E. Meyers 1996 182,000 83,000 55,000 7,189(3) 12,000
Vice President -- 1995 174,000 83,000 188,000 0 12,000
Controller 1994 162,000 80,000 92,000 0 11,000
Peter C. DeChants 1996 174,000 65,000 53,000 0 12,000
Vice President -- 1995 168,000 65,000 171,000 0 11,000
Treasurer 1994 157,000 63,000 81,000 0 10,000
Douglas P. Roosa 1996 113,000 25,000 124,000 0 0
Vice President --
Administration(4)
</TABLE>
- -------------------------
(1) This column sets forth the dollar value, as of the date of grant, of awards
of restricted stock made in 1996, 1995 and 1994 under the Company's 1995
Long Term Stock Incentive Plan and the Company's 1988 Restricted Stock
Incentive Plan. Restricted stock awards granted to executive officers 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. The plans
provide that all shares vest immediately upon death or permanent and total
disability of a participant or the occurrence of certain events constituting
a change in control of the Company. Mr. Manoogian has not participated in
either of these plans. The following number of shares were awarded to the
participating executive officers in 1996: Mr. Campbell -- 8,260 shares; Mr.
Meyers -- 2,990 shares; Mr. DeChants -- 2,860 shares; and Mr. Roosa -- 5,000
shares. As of December 31, 1996, the aggregate number and market value of
restricted shares of Company Common Stock held by the participating
executive officers were: Mr. Campbell -- 105,934 shares valued at
$2,529,000; Mr. Meyers -- 27,536 shares valued at $657,000; Mr. DeChants --
23,575 shares valued at $563,000; and Mr. Roosa -- 5,000 shares valued at
$119,000. Recipients of restricted stock awards 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.
(3) No original option grants were made in 1996, 1995 or 1994. The sole option
granted in those years is a restoration option granted on account of the
surrender of previously owned shares as payment upon the exercise of a
previously held stock option. The restoration option does not increase the
number of shares covered by the original option or extend the term of the
original option.
(4) Mr. Roosa became an employee in March 1996. Consequently, the table does not
set forth information for prior years, but information for 1996 includes all
compensation paid to him since he joined the Company.
6
<PAGE> 9
OPTION GRANT TABLE
No original options were granted in 1996. A restoration option was granted to
Mr. Meyers as a result of the exercise in 1996 of an option granted in a prior
year. A restoration option is a feature associated with a previously granted
option but does not constitute an increase in the aggregate number of shares
covered by the original option, extend the term of the original option or
increase the potential realizable value of the original option. An option holder
may exercise an original option by delivering previously owned shares instead of
cash. The option holder then receives a restoration option that gives the right
to purchase shares equal in number to the shares delivered with an exercise
price equal to the price of the shares at the time delivered, in order to
continue the long-term incentive effect of the original option. Restoration
options cannot be exercised until six months after their grant date. The
following table sets forth information concerning the restoration option granted
to Mr. Meyers during 1996.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF
---------------------------------------------------------- STOCK PRICE
NUMBER OF % OF TOTAL APPRECIATION FOR
SECURITIES OPTIONS GRANTED EXERCISE OPTION TERM(1)
UNDERLYING TO EMPLOYEES PRICE EXPIRATION ---------------------
NAME OPTIONS GRANTED IN 1996 PER SHARE DATE 5% 10%
---- --------------- --------------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
William E. Meyers 7,189 45% $19.75 4/3/01 $39,000 $87,000
</TABLE>
- -------------------------
(1) These amounts are based on assumed rates of appreciation only. Actual gains,
if any, on stock option exercises and Company Common Stock holdings will
depend on overall market conditions and the future performance of the
Company and its Common Stock. There can be no assurance that the amounts
reflected in this table will be realized.
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth information concerning each exercise of stock
options during 1996 by each of the executive officers and the value at December
31, 1996, of unexercised options held by such individuals. 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. Upon the occurrence of certain events
constituting a change in control of the Company, all options previously granted
immediately become fully exercisable. If a participant incurs an excise tax
under Section 4999 of the Internal Revenue Code in connection with such vesting,
the participant will receive an additional payment as reimbursement for such
excise tax. The value of unexercised options reflects the increase in market
value of Company Common Stock from the date of grant through December 31, 1996
(the closing price of Company Common Stock on December 31, 1996, was $23 7/8 per
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>
AGGREGATED OPTION EXERCISES IN 1996
AND DECEMBER 31, 1996 OPTION VALUE
----------------------------------------------------------------------------------
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SHARES DECEMBER 31, 1996 AT DECEMBER 31, 1996
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
---- ----------- -------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Manoogian 0 0 0 0 0 0
Brian P. Campbell 0 0 50,000 210,000 $750,000 $3,370,000
William E. Meyers 16,000 $174,000 20,000 11,189 300,000 90,000
Peter C. DeChants 0 0 20,000 20,000 300,000 300,000
Douglas P. Roosa 0 0 0 0 0 0
</TABLE>
7
<PAGE> 10
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 30
- ---------------------- ------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$100,000 $ 5,645 $11,290 $ 16,935 $ 22,580 $ 28,225 $ 33,870
200,000 11,290 22,580 33,870 45,161 56,451 67,741
300,000 16,935 33,870 50,806 67,741 84,676 101,611
400,000 22,580 45,161 67,741 90,321 112,902 135,482
500,000 28,225 56,451 84,676 112,902 141,127 169,352
600,000 33,870 67,741 101,611 135,482 169,352 203,223
</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 participating 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 -- 23; Mr.
Meyers -- 9; Mr. DeChants -- 7; and Mr. Roosa -- 1.
(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 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 $386,890. 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. Messrs. Campbell, Meyers and DeChants 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
Standard & Poor's 500 Index ("S&P 500 Index") and the Standard & Poor's
Manufacturing (diversified industries) Index ("S&P Manufacturing Diversified
Index") for the period commencing January 1, 1992, and ending December 31, 1996.
The graph assumes investments of $100 on December 31, 1991, in Company Common
Stock, the S&P 500 Index and the S&P Manufacturing Diversified Index, and the
reinvestment of dividends.
<TABLE>
<CAPTION>
MEASUREMENT PERIOD TRIMAS S&P 500 S&P MFG
(FISCAL YEAR COVERED) DIVERSIFIED INDEX
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 166.00 107.61 108.38
1993 280.66 118.39 131.55
1994 231.73 119.99 136.10
1995 219.13 164.92 191.57
1996 281.65 202.69 255.41
</TABLE>
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, 1991, in each of Company
Common Stock, the S&P 500 Index and the S&P Manufacturing Diversified Index, and
the reinvestment of dividends.
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
TriMas $100.00 $166.00 $280.66 $231.73 $219.13 $281.65
S&P 500 Index 100.00 107.61 118.39 119.99 164.92 202.69
S&P Manufacturing
Diversified Index 100.00 108.38 131.55 136.10 191.57 255.41
</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. Mr. Gargaro has been designated of counsel by his
former law firm, Dykema Gossett PLLC, which provides legal services to the
Company from time to time, but he receives no compensation from the firm.
9
<PAGE> 12
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. As of March 31,
1997 Masco Corporation and MascoTech, Inc. owned approximately 4 percent and 37
percent, respectively, of the outstanding Company Common Stock.
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 $3.3 million for 1996
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, which expires in December 1998, Masco
Corporation and MascoTech, Inc. have the right to sell to the Company, at
approximate fair market value, shares of Company Common Stock following the
occurrence of certain events that would result in an increase in their
respective ownership percentage of the then outstanding shares of Company Common
Stock. Such events include repurchases of Company Common Stock initiated by the
Company or any of its subsidiaries, and reacquisitions of Company Common Stock
through forfeitures of shares previously awarded by the Company pursuant to its
employee stock incentive plans. In each case, the Company has control over the
amount of Company Common Stock it would ultimately acquire, including shares
subject to repurchase under the Stock Repurchase Agreement. The aforementioned
rights expire 30 days from the date notice of an event is given by the Company
and neither Masco Corporation nor MascoTech, Inc. have ever exercised their
right to sell Company Common Stock to the Company. 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, and
agreed to indemnify MascoTech against, all of the liabilities and obligations of
the MascoTech businesses, including claims and litigation resulting from 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 a
business from MascoTech, Inc. for a
10
<PAGE> 13
purchase price of $60 million plus additional future payments contingent upon
the future level of profitability of the acquired business. The Company expects
to make a contingent payment to MascoTech, Inc. during 1997. As part of the
transaction, 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 1996, as a result of such
sales and transactions, the Company paid approximately $.4 million to MascoTech,
Inc., and Masco Corporation and MascoTech, Inc. paid approximately $1 million
and $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 and MascoTech, Inc. Mr.
Manoogian, who owns 4.4 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.
The following table sets forth the number of shares of Masco Corporation and
MascoTech, Inc. common stock beneficially owned as of March 31, 1997, by the
Company's Directors and executive officers and by its Directors and executive
officers as a group. Unless otherwise indicated below, each person exercises
sole voting and investment power with respect to the shares they beneficially
own.
<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK OF COMMON STOCK OF
MASCO CORPORATION MASCOTECH, INC.
NAME(1) BENEFICIALLY OWNED BENEFICIALLY OWNED
------- ------------------ ------------------
<S> <C> <C>
Richard A. Manoogian(2)(3)(5)(6) 5,567,188 4,543,042
Brian P. Campbell 800 700
Eugene A. Gargaro, Jr.(2)(4)(5)(6) 2,453,118 652,920
John A. Morgan 1,600 24,000
All nine Directors and executive officers of the Company
as a group (excluding subsidiary, divisional and group
executives)(2)(3)(4)(5)(6) 5,682,506 4,631,096
</TABLE>
- -------------------------
(1) Messrs. Amster, Stern, Meyers, DeChants and Roosa do not own any Masco
Corporation or MascoTech, Inc. common stock. Except for Mr. Manoogian, who
owns approximately 3.4 percent of Masco Corporation common stock and 11.7
percent of MascoTech, Inc. common
11
<PAGE> 14
stock and Mr. Gargaro, who owns approximately 1.5 percent of Masco
Corporation common stock and 1.7 percent of MascoTech 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 3.5 percent of Masco Corporation common
stock and approximately 12.0 percent of MascoTech, Inc. common stock.
(2) Includes 2,340,200 shares of Masco Corporation common stock and 202,560
shares of MascoTech, Inc. common stock owned by charitable foundations for
which Messrs. Manoogian and Gargaro serve as directors and 225,806 shares of
MascoTech, Inc. common stock which could be acquired upon conversion of
convertible debt securities that are owned by one of the foundations. In
addition, Messrs. Manoogian and Gargaro each 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 one of
the foundations. The shares also include the 161,200 shares of MascoTech,
Inc. common stock into which such preferred stock is convertible. The
directors of the foundations share voting and investment power with respect
to the Masco Corporation and MascoTech, Inc. securities owned by such
foundations, but Messrs. Manoogian and Gargaro each disclaim beneficial
ownership of such securities.
(3) Includes 1,044,500 shares of Masco Corporation common stock held by a trust
for which Mr. Manoogian serves as a trustee. The trustees share voting and
investment power with respect to the shares owned by it, but Mr. Manoogian
disclaims beneficial ownership of such shares.
(4) Includes 28,448 shares of Masco Corporation common stock and 2,000 shares of
MascoTech, Inc. common stock that are owned by a charitable foundation for
which Mr. Gargaro serves as a director and 25,530 shares of Masco
Corporation common stock and 27,000 shares of MascoTech, Inc. common stock
held by trusts for which Mr. Gargaro serves as a trustee, and 4,354 shares
of MascoTech, Inc. common stock which could be acquired upon conversion of
convertible debt securities owned by the trusts. The directors of the
foundation and the trustees share voting and investment power with respect
to the Masco Corporation and MascoTech, Inc. securities owned by them, but
Mr. Gargaro disclaims beneficial ownership of such securities.
(5) Includes shares of Masco Corporation common stock which may be acquired on
or before May 30, 1997 upon exercise of Masco Corporation stock options
(1,097,740 shares for Mr. Manoogian, 18,000 shares for Mr. Gargaro and
1,115,740 shares for all Directors and executive officers of the Company as
a group) and shares of MascoTech, Inc. common stock which may be acquired on
or before May 30, 1997 upon exercise of MascoTech, Inc. stock options
(1,080,000 shares both for Mr. Manoogian and for all Directors and executive
officers of the Company as a group). Holders exercise neither voting nor
investment power over unexercised option shares.
(6) Includes unvested restricted stock award shares of Masco Corporation common
stock issued under Masco Corporation's restricted stock incentive plans
(97,518 shares for Mr. Manoogian, 33,633 shares for Mr. Gargaro and 131,151
shares for all Directors and executive officers of the Company as a group)
and of MascoTech, Inc. common stock issued under MascoTech, Inc.'s
restricted stock incentive plans (69,260 shares both for Mr. Manoogian and
for all Directors and executive officers of the Company as a group). Holders
have voting but no investment power over unvested restricted shares.
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.
12
<PAGE> 15
RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors has
selected the independent public accounting firm of Coopers & Lybrand L.L.P.
("Coopers & Lybrand") to audit the Company's financial statements for the year
1997, and believes it appropriate to submit its choice for ratification by
stockholders.
Coopers & Lybrand has acted as the Company's independent certified public
accounting firm since 1988. During such time, it has performed services of an
accounting and auditing nature for the Company as well as for Masco Corporation
and MascoTech, Inc. Representatives of Coopers & Lybrand 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.
If the selection is not ratified, the Board will consider selecting another
independent public accounting firm as the independent auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION
OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR
1997.
STOCKHOLDERS' PROPOSALS
Stockholders' proposals intended to be presented at the 1998 Annual Meeting of
Stockholders of the Company must be received by the Company at its address
stated above by December 16, 1997, to be considered for inclusion in the
Company's Proxy Statement and Proxy relating to such meeting.
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
Eugene A. Gargaro, Jr.
EUGENE A. GARGARO, JR.
Secretary
Ann Arbor, Michigan
April 15, 1997
13
<PAGE> 16
TRIMAS LOGO
<PAGE> 17
<TABLE>
<S><C>
[ ]
(1) Election of Directors FOR all nominees /X/ WITHHOLD AUTHORITY to vote /X/ EXCEPTIONS /X/
listed below for all nominees listed below
Class III Directors to hold office until the Annual Meeting of Stockholders in 2000 or until their respective successors are
elected and qualified:
Nominees: EUGENE A. GARGARO, JR. and HELMUT F. STERN
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR EITHER NOMINEE MARK THE "EXCEPTIONS" BOX AND STRIKE A LINE THROUGH THAT
NOMINEE'S NAME.)
(2) Ratification of the selection of Coopers & Lybrand L.L.P. as independent (3) In their discretion upon such other business
auditors for the Company for the year 1997. as may properly come before the meeting.
FOR /X/ AGAINST /X/ ABSTAIN /X/ Change of Address and /X/
or Comments Mark Here
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 RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND L.L.P.
The undersigned acknowledges receipt of the accompanying Notice of Annual Meeting of
Stockholders and Proxy Statement.
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: ______________________________________,1997
_____________________________________________ (L.S.)
Signature
_____________________________________________ (L.S.)
Signature
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. VOTES MUST BE INDICATED /X/
(x) IN BLACK OR BLUE INK.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 14, 1997
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 Sheraton Inn of Ann Arbor, 3200 Boardwalk,
Ann Arbor, Michigan 48108, on Wednesday, May 14, 1997, 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 11253
NEW YORK, N.Y. 10203-0253
