1
SCHEDULE 14A
(Rule 14a-101)(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act ofPROXY 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 Section 240-14a-11(c)Rule 14a-11(c) or Section 240.14a-12
TriMas Corp.Rule 14a-12
TRIMAS CORPORATION
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(Name of registrantRegistrant as specifiedSpecified in its charter)
TriMas Corp.Its Charter)
TRIMAS CORPORATION
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(Name of Person(s) Filing Proxy Statement)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).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rules 14a-6(i)(3).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:
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(2) Aggregate number of securities to which transactionstransaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
------------------------------------------------------------------------0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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[LOGO]TRIMAS LOGO
315 East Eisenhower Parkway
Ann Arbor, Michigan 48108
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of TriMas Corporation:TO BE HELD ON WEDNESDAY, MAY 14, 1997
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TO THE STOCKHOLDERS OF TRIMAS CORPORATION:
The Annual Meeting of Stockholders of TriMas Corporation will be held at the
Sheraton Inn of Ann Arbor, Hilton, 610 Hilton Boulevard,3200 Boardwalk, Ann Arbor, Michigan 48108, on
Tuesday,Wednesday, May 10, 199414, 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 2.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 18, 199428, 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
/s/ Eugene A. Gargaro, Jr.
EUGENE A. GARGARO, JR., Secretary
April 8, 199415, 1997
Ann Arbor, Michigan
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PROXY STATEMENT
TO BE MAILED ON OR ABOUT APRIL 8, 199415, 1997
ANNUAL MEETING OF STOCKHOLDERS OF
TRIMAS CORPORATION
MAY 10, 199414, 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, Hilton, 610 Hilton Boulevard,3200 Boardwalk, Ann Arbor, Michigan
48108, on Tuesday,Wednesday, May 10, 199414, 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 use of the mails,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 18, 199428, 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 18, 1994,28, 1997, there were
36,536,34641,308,368 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 5750
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.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 1997 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 intendsexpects 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.
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 do not affect the determination of whether a quorum is present.
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 1
4
receive the largest number of votes cast
arewill be elected as Directors; therefore,
any shares not voted (whether due to
abstention or broker non-vote) do not affect the election of Directors.
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Information concerning the nominees and othercontinuing Directors is set forth below.
SHARES OF COMPANY
COMMON STOCK
NAME, AGE, PRINCIPAL HAS SERVED AS A BENEFICIALLY
OCCUPATION AND DIRECTORSHIPS DIRECTOR OFAS A OWNED AS OF
OF OTHER PUBLICLY REGISTERED COMPANIES THE COMPANYDIRECTOR SINCE APRIL 1, 1994
- ------------------------------------------------------------MARCH 31, 1997
-------------------------------------- -------------- ----------------- --------------
CLASS I (TERM TO EXPIRE AT 1995 ANNUAL MEETING)MEETING IN 1998)
Brian P. Campbell, 5356 1986 1,320,2161,414,753
President of the CompanyCompany;
Director of Kaydon Corporation
John A. Morgan, 6366 1989 8,000
Partner, Morgan Lewis Githens & Ahn, investment bankers;
Director of FlightSafety International, Inc.Allied Digital Technologies Corp., Masco
Corporation MascoTech, Inc. and McDermott International,MascoTech, Inc.
CLASS II (TERM TO EXPIRE AT 1996 ANNUAL MEETING)MEETING IN 1999)
Richard A. Manoogian, 5760 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 Bancorp, Inc.Corporation
Herbert S. Amster, 5962 1989 20,000
Independent consultant;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 1997 ANNUAL MEETING)MEETING IN 2000)
Eugene A. Gargaro, Jr., 5255 1989 55,572101,876
Vice President and Secretary of Masco Corporation;
Director of Allied Digital Technologies Corp. and
MascoTech, Inc.
Helmut F. Stern, 7477 1989 320,000500,000
President, Arcanum Corporation, a private research and
development company
For further information concerning beneficial ownership, see "Security Ownership
of Management and Certain Beneficial Owners".Owners." For further information concerning
MascoTech, Inc. and Masco Corporation, see "Certain Relationships and Related
Transactions".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 a Vice President
and Secretary of Masco Corporation in October 1993. Mr. Amster was one of the
founders in 1983 of Irwin Magnetic Systems, Inc., a producer and supplier of
minicartridge magnetic tape drive systems for use with microcomputers. Hehas served since
March 1993 as its Chairman of the Board from April, 1985 until it was acquired by Cipher
Data Products, Inc. in April, 1989, at which timeof the Industrial Technology Institute, a
manufacturing research organization, where he has also served as Senior Vice
President of Cipher Data Products, Inc. until August, 1990.a director
since March 1992. Prior to 1993, Mr. Amster was a private investor.
The Board of Directors held sevenfive meetings during 1993.1996. Each Director (other than
Messrs. Manoogian and Campbell, who are also Company employees) receives an
annual fee of $21,000$25,000 and $750$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
2
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during 1993.1996. 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 1993.1996. It establishes and monitors
executive compensation and administers and determines awards and options granted
under the Company's stock incentive and stock option plans.programs. See "Compensation
Committee Report on Executive Compensation".Compensation." The Board of Directors has not
established a separate committee of its members to nominate candidates for
election as Directors.
2
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SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information concerning beneficial ownership of
Company Common Stock as of April 1, 1994,March 31, 1997, (i) by (i) 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) theby all Directors and executive officers of the Company as a group.
Unless otherwise indicated below, each person exercises sole voting and
investment power with respect to the shares they beneficially own.
SHARES OF PERCENTAGE
COMPANY OF COMPANY
COMMON COMPANY STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OWNED OWNED
------------------------------------------------ --------------------------- ------------ ------------
MascoTech, Inc.
21001 Van Born Road
Taylor, Michigan 48180 15,551,109 42.5%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 21001 Van Born Road
Taylor, Michigan 48180 1,933,708 5.3%1,583,708 3.8%
Herbert S. Amster 20,00022,500 *
Brian P. Campbell 1,320,216 3.6%Campbell(3)(4) 1,414,753 3.4%
Peter C. DeChants 39,540DeChants(3) 63,950 *
Eugene A. Gargaro, Jr. 55,572(5)(6) 101,876 *
Richard A. ManoogianManoogian(5) 1,801,852 4.9%4.4%
William E. Meyers 56,580Meyers(3) 78,480 *
John A. Morgan 8,000 *
Douglas P. Roosa(3) 6,320 *
Helmut F. Stern 320,000 *500,000 1.2%
All eightnine Directors and executive officers of
the Company as a group (excluding
subsidiary, divisional and group
executives) 3,619,760 9.8%(3)(4)(5)(6) 3,964,723 9.5%
- -------------------------
* Less than one percent
Information regarding(1) According to information provided to the Company Common Stockby FMR Corp., these shares
are beneficially owned by Messrs. Manoogiantwo subsidiaries of FMR Corp. which provide
investment advisory services to investment companies and Gargarocertain 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.
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(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
includes in each case 2,000group) 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 a charitable foundation, offoundations for which Messrs.
Manoogian and Gargaro are Directors. Shares owned by Mr. Manoogian and
by all Directors and executive officers of the Companyserve 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 288 shares owned by a charitable foundation of which
Mr. Gargaro is a Director, and 3,284
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shares held by trusts of which Mr. Gargaro is a trustee.directors. The Directorsdirectors of the foundations
and the trustees exerciseshare voting and investment power with respect to Company Common Stock owned
by the foundations, and trusts, but Messrs. Manoogian and Gargaro disclaim beneficial
ownership of such shares.
The table
also includes 110,000 shares for Mr. Campbell, 12,000 shares for Mr. Meyers,
12,000 shares for Mr. DeChants and 134,000 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 31, 1994, as well as unvested
shares held under the Company's 1988 Restricted Stock Incentive Plan described
under "Compensation of Executive Officers" (135,130 shares for Mr. Campbell,
26,828 shares for Mr. Meyers, 21,008 shares for Mr. DeChants and 182,966 shares
for all Directors and executive officers of the Company as a group). Except for(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 foundations and trusts, shares issuable upon exercise of
options,foundation and the unvested and restricted shares referred to above, shares are
owned with soletrustees share
voting and investment power.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 the Company'sCompany 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".
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's Directors, officers and persons who beneficially own more than ten
percent of Company Common Stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC") and the New York
Stock Exchange. Copies of such Section 16(a) forms must also be furnished to the
Company. Based solely on the copies of such forms furnished to the Company, or
written representations that no Forms 5 were required, the Company believes that
during 1993 there was compliance with all such Section 16(a) filing
requirements. Under current SEC regulations the Company must state in this Proxy
Statement that Mr. Campbell reported late a charitable gift he made in 1990 of a
small number of shares.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".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 weightweigh 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.
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- Align the executive officers' interests with the success of the
Company by placing a significant portion of their compensation "at
risk".risk."
4
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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 Compensation Committee has reviewed the new provisions ofis familiar with Internal Revenue Code Section 162(m) relating to, which
limits the deductibility of annual executive compensation.
Although these provisions arecompensation in excess of
$1,000,000 for the highest paid executives. The Committee does not expectedanticipate
that compensation will exceed such amount for the foreseeable future and
therefore has not taken specific action with respect to apply to the Company in the near
term, the Compensationthis issue. The
Committee will consider these provisions when it reviewscontinue to review the compensation of the Company's compensation practices for its executive officers.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 Option and Restricted Stock AwardIncentive Program. The Company's 1995 Long Term Stock Incentive
Plan provides for the grant of stock option andoptions, restricted stock award program isawards and other
types of awards in connection with the Company's long-term incentive planprogram 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'sCompany 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 19931996 Executive Officer Compensation. In considering changes in
compensation of executive officers for 1993,1996, the Committee has reviewed
compensation levels and both Company and individual performancesperformance within the
framework of the Company's compensation philosophy, as well as the Company's
financial performance during the year, as described above.
In addition, based on
the factors described above, during 1993 the Compensation Committee established
the Supplemental Executive RetirementAt Mr. Campbell's request, his base salary has not been adjusted since mid-year
1995 and Disability Plan described below under
"Pension Plan."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
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COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table summarizes the annual and long-term compensation of the
Company's executive officers for 1993, 19921996, 1995 and 1991.1994.
LONG-TERM
COMPENSATION
-----------------------------------------------
AWARDS
-----------------------------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
----------------------------------------------------------- STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(1) OPTIONS COMPENSATION(2)
- -------------------------------- ----- --------- --------- ------------------------------------ ---- -------- -------- ---------- ---------- ---------------
Richard A. Manoogian 1993 $ 100,0001996 $100,000 0 0 0 0
Chairman of the Board 19921995 100,000 0 0 0 0
19911994 100,000 0 0 0 *0
Brian P. Campbell 1993 436,000 $ 245,000 $ 204,0001996 502,000 $265,000 $152,000 0 $ 16,000$35,000
President 1992 410,000 225,000 119,0001995 488,000 265,000 466,000 0 15,000
1991 396,000 212,000 127,000 100,000 *34,000
1994 460,000 265,000 260,000 0 32,000
William E. Meyers 1993 152,000 70,000 58,000 0 10,0001996 182,000 83,000 55,000 7,189(3) 12,000
Vice President --- 1995 174,000 83,000 188,000 0 12,000
Controller 1992 142,000 58,000 41,0001994 162,000 80,000 92,000 0 9,000
1991 131,000 48,000 41,000 40,000 *11,000
Peter C. DeChants 1993 148,000 55,000 44,0001996 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 - Treasurer 1992 140,000 40,000 20,000 0 9,000
1991 132,000 32,000 41,000 40,000 *--
Administration(4)
- -------------------------
* In accordance with the transitional provisions applicable to the rules on
executive officer compensation disclosure adopted by the Securities and
Exchange Commission, amounts shown under "All Other Compensation" are
excluded for 1991.
(1) This column sets forth the dollar value, as of the date of grant, of awards
of restricted stock made in 1993, 19921996, 1995 and 19911994 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
this plan.either of these plans. The following number of shares were awarded to the
participating executive officers in 1993:1996: Mr. Campbell -- 14,0008,260 shares; Mr.
Meyers -- 4,0002,990 shares; Mr. DeChants -- 2,860 shares; and Mr. DeChantsRoosa -- 3,0005,000
shares. As of December 31, 1993,1996, the aggregate number and market value of
restricted shares of Company Common Stock held by the participating
executive officers were: Mr. Campbell -- 129,394105,934 shares valued at
$3,154,000;$2,529,000; Mr. Meyers -- 24,63027,536 shares valued at $600,000; and$657,000; Mr. DeChants --
18,95223,575 shares valued at $462,000.$563,000; and Mr. Roosa -- 5,000 shares valued at
$119,000. Recipients of restricted stock awards have the right to receive dividends on
unvested shares.
(2) This column reflectsincludes Company contributions toand allocations under the
Company's Profit Sharing Plandefined contribution retirement plans for each year for the
accounts of each of the executive officers. Profit sharing accountsofficers 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.
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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.
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%
---- --------------- --------------- --------- ---------- --------- ---------
William E. Meyers 7,189 45% $19.75 4/3/01 $39,000 $87,000
- -------------------------
(1) These amounts are subject
to five-year vesting requirements.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, 19931996, of unexercised options held by each executive officer.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, 1993 (when the1996
(the closing price of Company Common Stock on December 31, 1996, was $24 3/$23 7/8 per
share).
6
9 Value actually realized upon exercise by the executive officers will
depend on the value of Company Common Stock at the time of exercise.
AGGREGATED OPTION EXERCISES IN 1996
AND DECEMBER 31, 19931996 OPTION VALUE
-------------------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SHARES DECEMBER 31, 19931996 AT DECEMBER 31, 1993
----------------------------- -----------------------------1996
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
--------- ----------- -------- ------------- ----------- ------------- -----------
Richard A. Manoogian 0 0 0 0 0 0
Brian P. Campbell 160,000 100,000 $ 2,590,000 $ 1,660,0000 0 50,000 210,000 $750,000 $3,370,000
William E. Meyers 32,000 8,000 496,000 124,00016,000 $174,000 20,000 11,189 300,000 90,000
Peter C. DeChants 32,000 8,000 496,000 124,0000 0 20,000 20,000 300,000 300,000
Douglas P. Roosa 0 0 0 0 0 0
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PENSION PLANPLANS
The executive officers other than Mr. Manoogian participate in a Pension Planpension 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 the Pension Plan.these plans.
PENSION PLAN TABLE
YEARS OF SERVICE(1)
-----------------------------------------------------------------------------------------------------------------------------------------------------------------
REMUNERATION(2) 5 10 15 20 25 30
- ---------------- ---------------- ---------------- ---------------- ---------------- -------------------------------------- ------- ------- -------- -------- -------- --------
$100,000 $ 5,645 $ 11,290$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 84,676 112,902 118,800141,127 169,352
600,000 33,870 67,741 101,611 118,800 118,800
REMUNERATION(2) 30
- ---------------- ----------------
$100,000 $ 33,870
200,000 67,741
300,000 101,611
400,000 118,800
500,000 118,800
600,000 118,800135,482 169,352 203,223
- -------------------------
(1) The Pension Plan providesplans provide for credited service and common vesting on account
ofcredit 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 Pension Plan'splans' 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 Pension
Planplans are: Mr. Campbell -- 20;23; Mr.
Meyers -- 6; and9; Mr. DeChants -- 4.7; 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
prior to retirement (including such January 1 annual base salary rates
while employedpaid by the Company Masco Corporation, MascoTech, Inc. or their
subsidiaries). The amount of cash compensation in the Summary Compensation
Table that can be used for determining benefit accruals under the Pension
Plan is limited by federal pension lawprior to $222,220 for 1991, $228,860 for
1992 and $235,840 for 1993.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 supplemental 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
Companyexecutive officers) to receive annually upon retirement on or after the age of
65, an amount which, when combined with benefits underfrom the Company's Pension Planother
retirement plans and Profit Sharing
Plan (valued as annuities) andfor most participants any retirement benefits
7
10 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-endyear end cash bonus) up to a combined maximuman annual payment of $500,000.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. The executive officers other than Mr. ManoogianPlan. Messrs. Campbell, Meyers and DeChants participate in this plan.Plan.
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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, for the period
commencing February 14, 1989 (when Company Common Stock was distributed by Masco
Corporation to its stockholders as a special dividend at a value of $7.50 per
share) and ending December 31, 1993. The graph assumes investment of $100 in
Company Common Stock, the S&P 500 Stock Index and the S&P Manufacturing
Diversified Index commencing February 14, 1989, and
reinvestment of dividends.
Measurement Period S&P Mfg Di-
(Fiscal Year Covered) TMSMEASUREMENT PERIOD TRIMAS S&P 500 versifiedS&P MFG
(FISCAL YEAR COVERED) DIVERSIFIED INDEX
14-Feb1991 100.00 100.00 100.00
1989 125.00 125.24 108.98
1990 86.67 121.34 109.78
1991 116.67 158.14 134.52
1992 193.67 170.17 145.81166.00 107.61 108.38
1993 327.44 187.25 177.16280.66 118.39 131.55
1994 231.73 119.99 136.10
1995 219.13 164.92 191.57
1996 281.65 202.69 255.41
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 Stock Index and the S&P Manufacturing Diversified Index, commencing February 14,
1989, and
the reinvestment of dividends.
Measurement Period S&P Mfg Di-
(Fiscal Year Covered) TMS S&P 500 versified1991 1992 1993 1994 1995 1996
------- ------- ------- ------- ------- -------
14-Feb
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 100.00 100.00
1989 125.00 125.24 108.98
1990 86.67 121.34 109.78
1991 116.67 158.14 134.52
1992 193.67 170.17 145.81
1993 327.44 187.25 177.16108.38 131.55 136.10 191.57 255.41
8
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors consists of Messrs.
Gargaro, Morgan, and Stern. During 1993, Mr. Gargaro and the law firm in which
he was a partner prior to October 1993 performed legal services for Masco
Corporation, MascoTech, Inc., certain of their Directors and officers, and the
Company. Mr. Gargaro is the Secretary of the Company
although(although he is not an employee. In October 1993, Mr. Gargaro becameemployee) and is an executive officer of Masco
Corporation. Richard A. Manoogian, an executive officer of the Company, is a
Directordirector 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.
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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 approximately $2.4$3.3 million for 19931996
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 the consent of Masco Corporation or
MascoTech, Inc.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 underfollowing the
occurrence of certain circumstancesevents 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 pending at the time of the acquisition or asserted thereafter based
onresulting from events
which occurred prior to October 1, 1988, but excluding certain income tax and
other specified liabilities.
9
12
The Company acquired several businesses from Masco Corporation in early 1990 and
is obligated to make additional purchase price payments if the combined
profitability of such businesses reaches certain levels.1990. As part
of the transaction, Masco Corporation agreed to indemnify the Company against
certain liabilities of the acquired businesses. In November 1993 the Company purchased a
business from MascoTech, Inc. Lamons Metal Gasket
Co. ("Lamons"), for a
10
13
purchase price of $60 million plus additional future payments contingent upon
the future level of profitability of Lamons.the acquired business. The determination
of the amount of consideration paid by the Company expects
to make a contingent payment to MascoTech, Inc. and the
terms of the transaction resulted from extensive negotiations between the
parties.during 1997. As part of the
transaction, MascoTech agreed to indemnify the Company against certain
liabilities of the acquired business. The transaction was
reviewed and approved by a committee of the Company's Board of Directors
consisting of two unaffiliated Directors, neither of whom is or has been an
officer or Director of MascoTech, Inc. or Masco Corporation. In addition, the
Company received an opinion from PaineWebber Incorporated that the consideration
paid was fair to the Company from a financial point of view.
In December 1993, the Company called for redemption all of its $100 Convertible
Participating Preferred Stock, which was held solely by MascoTech, Inc.
MascoTech, Inc. exercised its right to convert the Preferred Stock into
approximately 7.8 million shares of Company Common Stock.
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 executives of Masco Corporation and
MascoTech, Inc.their executives under incentive
programs established by those companies, and has
agreed to register the shares held by Mr. Manoogian under such programs.companies. The Company bears substantially all of the expense of such filings, other than fees
and expenses of underwriters and counsel, and 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 1993,1996, as a result of such
sales and transactions, the Company paid approximately $1.5$.4 million to MascoTech,
Inc., and Masco Corporation and MascoTech, Inc. paid approximately $2.3$1 million
and $2.4$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 4.94.4 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 athe 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.
10
13
The following table sets forth the number of shares of Masco Corporation and
MascoTech, Inc. common stock beneficially owned as of April 1, 1994March 31, 1997, by the
Company's Directors and executive officers who owned any such shares and by its Directors and executive
officers as a group:group. Unless otherwise indicated below, each person exercises
sole voting and investment power with respect to the shares they beneficially
own.
SHARES OF SHARES OF
COMMON STOCK OF COMMON STOCK OF OF
MASCO CORPORATION MASCOTECH, INC.
NAMENAME(1) BENEFICIALLY OWNED BENEFICIALLY OWNED
---- -------------------- ----------------------------- ------------------ ------------------
Richard A. Manoogian 3,927,398 4,676,626Manoogian(2)(3)(5)(6) 5,567,188 4,543,042
Brian P. Campbell 4,400 16,600800 700
Eugene A. Gargaro, Jr. 2,334,140 155,774(2)(4)(5)(6) 2,453,118 652,920
John A. Morgan 1,600 24,000
All eightnine Directors and executive officers of the Company
as a group (excluding subsidiary, divisional and group
executives) 4,002,538 4,776,226(2)(3)(4)(5)(6) 5,682,506 4,631,096
- -------------------------
(1) Messrs. Amster, Stern, Meyers, DeChants and DeChantsRoosa do not own any Masco
Corporation or MascoTech, Inc. common stock. Except for Messrs.Mr. Manoogian, who
owns approximately 3.4 percent of Masco Corporation common stock and 11.7
percent of MascoTech, Inc. common
11
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stock and Mr. Gargaro, who ownowns approximately 2.5 percent and 1.5 percent of Masco
Corporation common stock and Mr. Manoogian who owns approximately 7.61.7 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 2.53.5 percent of Masco Corporation common
stock and approximately 7.812.0 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(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 96,774Gargaro 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 in each
case by a charitable foundationone of whichthe foundations. In
addition, 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
64,516 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.
Manoogianone of
the foundations. The shares also include the 161,200 shares of MascoTech,
Inc. common stock into which such preferred stock is convertible. SharesThe
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. Gargaro and by all
Directors and executive officers of the CompanyManoogian serves as a group include in each case
23,200trustee. 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 offor
which Mr. Gargaro isserves as a Director,director and 25,530 shares of Masco
Corporation common stock and 27,000 shares of MascoTech, Inc. common stock
held by trusts offor which Mr. Gargaro isserves as a trustee.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 Directorsdirectors of the
foundationsfoundation and the trustees exerciseshare voting and investment power with respect
to the Masco Corporation and MascoTech, Inc. securities owned by the foundations and trusts,them, but
Messrs. Manoogian andMr. Gargaro disclaimdisclaims beneficial ownership of such securities.
Share ownership of
Masco Corporation common stock for Mr. Manoogian and for the Directors and
executive officers of the Company as a group includes in each case 577,740
shares issuable under stock options of Masco Corporation to the extent such
options are exercisable prior to May 31, 1994. 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 660,000 shares issuable under
stock options of MascoTech, Inc. to the extent such options are exercisable
prior to May 31, 1994. Shares are owned with sole voting and investment power,
except for shares owned by such foundations
11
14
and trusts, shares issuable upon the exercise of options, unvested(5) Includes shares of Masco Corporation common stock issued underwhich may be acquired on
or before May 30, 1997 upon exercise of Masco Corporation's restrictedCorporation stock incentive plans (61,148options
(1,097,740 shares for Mr. Manoogian, 2,900 shares for Mr. Campbell,
20,41018,000 shares for Mr. Gargaro and
84,4581,115,740 shares for all Directors and executive officers of the Company as
a group), unvested and shares of MascoTech, Inc. common stock issued under Masco Corporation's restricted stock (Industries) incentive
plan (195,000 shares for Mr. Manoogian, 15,600 shares for Mr. Campbell and
210,600 shares for all Directors and executive officers of the Company as a
group), and unvested shareswhich may be acquired on
or before May 30, 1997 upon exercise of MascoTech, Inc. common stock issued under
MascoTech, Inc.'s restricted stock incentive plans (19,800options
(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.
STOCKHOLDERS' PROPOSALS
Stockholders' proposals intended to be presented at12
15
RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
Upon the 1995 Annual Meeting of
Stockholdersrecommendation of the Company must be received byAudit Committee, the Company at its address
stated above by December 9, 1994,Board of Directors has
selected the independent public accounting firm of Coopers & Lybrand L.L.P.
("Coopers & Lybrand") to be considered for inclusion inaudit the Company's Proxy Statementfinancial statements for the year
1997, and Proxy relatingbelieves it appropriate to such meeting.
INDEPENDENT ACCOUNTANTS
The firm ofsubmit 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 a number of yearsthe Company as well as for Masco Corporation
and is so acting during the current
year.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
/s/Eugene A. Gargaro, Jr.
EUGENE A. GARGARO, JR.
Secretary
Ann Arbor, Michigan
April 8, 1994
12
15, [TRIMAS LOGO]1997
13
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- --------------------------------------------------------------------------------TRIMAS LOGO
17
[ ]
(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.
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PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 10, 199414, 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, Hilton, 610 Hilton Boulevard,3200 Boardwalk,
Ann Arbor, Michigan 48108, on Tuesday,Wednesday, May 10, 199414, 1997, at 11:00 A.M.,
Eastern daylight time, and at any adjournment thereof:
(1) WITH / / or WITHOUT / / authority for the election of the
nominees listed below as Class III Directors to hold office
until the 1997 Annual Meeting of Stockholders or until their
respective successors are elected and qualified:
EUGENE A. GARGARO, JR. and HELMUT F. STERN
(NOTE: AUTHORITY TO VOTE FOR EITHER NOMINEE MAY BE WITHHELD BY
STRIKING THROUGH THE NAME OF SUCH NOMINEE APPEARING ABOVE.)
(2) In their discretion upon such other business as may properly
come before the meeting.
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.thereof.
(Continued and to be signed and dated on other side.)
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ACCOUNT NO. PROXY NO. NO. OF SHARES
(Continued from other side.)
The undersigned hereby acknowledges receipt of the accompanying
Notice of Annual Meeting of Stockholders and Proxy Statement.
Dated:___________________________, 1994
_________________________________ (L.S.)
Signature
_________________________________(L.S.)
Signature
- --------------------------------------------------------------------------------TRIMAS CORPORATION
P.O. BOX 11253
NEW YORK, N.Y. 10203-0253