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/[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/[X] Definitive proxy statement
/ /[ ] Definitive additional materials
/ /[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TRIMAS CORPORATION
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(Name of Registrant as Specified in Its Charter)
TRIMAS CORPORATION
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ /[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:
Commom Stock, $.01 par value
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(2) Aggregate number of securities to which transaction applies:
36,535,857
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(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):
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(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(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:
April 7, 1995
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2
(TRIMAS CORPORATION 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
- --------------------------------------------------------------------------------
TO THE STOCKHOLDERS OF TRIMAS CORPORATION:
The Annual Meeting of Stockholders of TriMas Corporation will be held at the
Crowne Plaza Hotel, 610 Hilton Boulevard,Sheraton Inn of Ann Arbor, 3200 Boardwalk, Ann Arbor, Michigan 48108, on
Wednesday, May 10, 1995,14, 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 IIII Directors;
2. To consider and act upon a proposal to approve the 1995 Long Term Stock
Incentive Plan;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 17, 1995,28, 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
[SIG]Eugene A. Gargaro, Jr.
EUGENE A. GARGARO, JR., Secretary
April 7, 199515, 1997
Ann Arbor, Michigan
3
PROXY STATEMENT
TO BE MAILED ON OR ABOUT APRIL 7, 199515, 1997
ANNUAL MEETING OF STOCKHOLDERS OF
TRIMAS CORPORATION
MAY 10, 199514, 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 Crowne Plaza Hotel, 610 Hilton Boulevard,Sheraton Inn of Ann Arbor, 3200 Boardwalk, Ann Arbor, Michigan
48108, on Wednesday, May 10, 1995,14, 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 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 17, 1995,28, 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 17, 1995,28, 1997, there were
36,535,85741,308,368 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 5650
percent of Company Common Stock and intend to vote their shares in favor of the
nominees, for ratification of the proposal described in the Proxy Statementselection 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 IIII
Directors for a term expiring at the 1998 Annual Meeting in 2000 or until their
respective successors are elected and qualified. The Class III and Class IIIII
Directors will continue in office for their respective terms. The Board of
Directors proposes the re-election of Brian P. CampbellEugene A. Gargaro, Jr. and John A. MorganHelmut F. Stern
to serve as Class IIII 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.
Assuming a quorum is present, Directors are elected by a plurality of the votes cast by the holders of Company
Common Stock. The two individuals who receive the largest number of votes cast
will be 1
4
elected as Directors; therefore, shares not voted (whether due to
abstention or broker non-vote) do not affect the election of Directors.
1
4
Information concerning the nominees and continuing Directors is set forth below.
SHARES OF COMPANY
COMMON STOCK
NAME, AGE, PRINCIPAL HAS SERVED BENEFICIALLY
OCCUPATION AND DIRECTORSHIPS AS A OWNED AS OF
OF OTHER PUBLICLY REGISTERED COMPANIES DIRECTOR SINCE MARCH 15, 1995
- ----------------------------------------------------------------- ----------------31, 1997
-------------------------------------- -------------- -----------------
CLASS I (NOMINEES FOR TERM(TERM TO EXPIRE AT 1998 ANNUAL MEETING)MEETING IN 1998)
Brian P. Campbell, 5456 1986 1,350,8261,414,753
President of the CompanyCompany;
Director of Kaydon Corporation
John A. Morgan, 6466 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, 5860 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, 6062 1989 22,500
Chairman, Industrial Technology Institute, a manufacturing
research organization; Director of Jacobson Stores Inc.
and Mechanical Dynamics, Inc.
CLASS III (TERM(NOMINEES FOR TERM TO EXPIRE AT 1997 ANNUAL MEETING)MEETING IN 2000)
Eugene A. Gargaro, Jr., 5355 1989 65,468101,876
Vice President and Secretary of Masco Corporation;
Director of Allied Digital Technologies CorporationCorp. and
MascoTech, Inc.
Helmut F. Stern, 7577 1989 317,750500,000
President, Arcanum Corporation, a private research and
development company
For further information concerning beneficial ownership, see "Security Ownership
of Management and Certain Beneficial Owners." 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 was a founder of
Irwin Magnetic Systems, Inc., a producer of minicartridge tape drives, andhas served as Chairman from April 1985 until its acquisition by Cipher Data
Products, Inc. in April 1989 where he served as Senior Vice President until
August 1990. Insince
March 1993 Mr. Amster becameas 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 fourfive meetings during 1994.1996. Each Director (other than
Messrs. Manoogian and Campbell, who are also Company employees) receives an
annual fee of $24,000$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 2
5
meetings
during 1994.1996. 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 1994.1996. 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." The Board of Directors has not
established a separate committee of its members to nominate candidates for
election as Directors.
All Directors attended more than 75
percent of the 1994 meetings of the Board and of the committees on which such
Directors serve, except Mr. Morgan who was unable to do so because of scheduling
conflicts. Mr. Morgan devotes time to Company matters outside of formal Board
meetings, and all actions taken by the Board in his absence were reviewed with
Mr. Morgan by telephone either during or immediately after each meeting.2
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 15, 1995,31, 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 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 15,191,109 41.6%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 22,500 *
Brian P. Campbell 1,350,826 3.7%Campbell(3)(4) 1,414,753 3.4%
Peter C. DeChants 45,970DeChants(3) 63,950 *
Eugene A. Gargaro, Jr. 65,468(5)(6) 101,876 *
Richard A. ManoogianManoogian(5) 1,801,852 4.9%4.4%
William E. Meyers 63,080Meyers(3) 78,480 *
John A. Morgan 8,000 *
Douglas P. Roosa(3) 6,320 *
Helmut F. Stern 317,750 *500,000 1.2%
All eightnine Directors and executive officers of
the Company as a group (excluding
subsidiary, divisional and group
executives) 3,673,446 10.0%(3)(4)(5)(6) 3,964,723 9.5%
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* 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.
3
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
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 areserve as directors. Shares
3
6
owned by Mr. Manoogian and by all Directors and executive officers of the
Company as a group include 31,008 shares owned by a charitable foundation, of
which Mr. Manoogian is a director. Shares owned by Mr. Gargaro and all Directors
and executive officers of the Company as a group include 7,184 shares owned by a
charitable foundation of which Mr. Gargaro is a director, and 6,284 shares held
by trusts of which Mr. Gargaro is a trustee. Shares owned by Mr. Campbell and
all Directors and executive officers of the Company as a group include 5,000
shares held by a trust of which Mr. Campbell is a trustee. The directors of the foundations
and the trustees exerciseshare voting and investment power with respect to Company Common Stock owned
by the foundations, and trusts, but Messrs. Manoogian Gargaro and CampbellGargaro disclaim beneficial
ownership of such shares.
The table also includes 136,000 shares for Mr. Campbell, 16,000 shares for Mr.
Meyers, 16,000 shares for Mr. DeChants, and 168,000 shares for all Directors and
executive officers of the Company as a group issuable under stock options to the
extent such options are exercisable prior to May 15, 1995, as well as unvested
shares held under the Company's 1988 Restricted Stock Incentive Plan described
under "Compensation of Executive Officers" (121,988 shares for Mr. Campbell,
25,590 shares for Mr. Meyers, 20,684 shares for Mr. DeChants and 168,262 shares
for all Directors and executive officers as a group). Except for(6) Includes 7,184 shares owned by the foundations and the trusts ofa charitable foundation for which Mr. Gargaro
isserves as a trustee,director and 11,684 shares issuable upon exerciseheld by trusts for which Mr. Gargaro
serves as a trustee. The directors of options,the 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."
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 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.
- Align the executive officers' interests with the success of the
Company by placing a significant portion of their compensation "at
risk."
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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 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 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 19941996 Executive Officer Compensation. In considering changes in
compensation of executive officers for 1994,1996, 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.
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
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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 1994, 19931996, 1995 and 1992.1994.
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 19941996 $100,000 0 0 0 0
Chairman of the Board 19931995 100,000 0 0 0 0
19921994 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 $260,000265,000 260,000 0 $32,000
President 1993 436,000 245,000 204,000 0 16,000
1992 410,000 225,000 119,000 0 15,00032,000
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
Vice President - Controller 1993 152,000 70,000 58,000 0 10,000
1992 142,000 58,000 41,000 0 9,000
Peter C. DeChants 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 - Treasurer 1993 148,000 55,000 44,000 0 10,000
1992 140,000 40,000 20,000 0 9,000--
Administration(4)
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(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 1993under the Company's 1995
Long Term Stock Incentive Plan and 1992 under 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 1994:1996: Mr. Campbell -- 10,0008,260 shares; Mr.
Meyers -- 3,5402,990 shares; Mr. DeChants -- 2,860 shares; and Mr. DeChantsRoosa -- 3,1005,000
shares. As of December 31, 1994,1996, the aggregate number and market value of
restricted shares of Company Common Stock held by the participating
executive officers were: Mr. Campbell -- 120,142105,934 shares valued at
$2,403,000;$2,529,000; Mr. Meyers -- 24,78627,536 shares valued at $496,000; and$657,000; Mr. DeChants --
19,60823,575 shares valued at $392,000.$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 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.
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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.
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 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, 1994,1996, 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, 19941996
(the closing price of Company Common Stock on December 30, 1994,31, 1996, was $20$23 7/8 per
6
9
share). Value actually realized upon exercise by the executive officers will
depend on the value of Company Common Stock at the time of exercise.
AGGREGATED OPTION EXERCISES IN 1996
AND DECEMBER 31, 1994,1996 OPTION VALUE
-------------------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SHARES DECEMBER 31, 19941996 AT DECEMBER 31, 1994
----------------------------- -----------------------------1996
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
---- ----------- -------- ------------- ----------- ------------- -----------
Richard A. Manoogian 0 0 0 0 0 0
Brian P. Campbell 134,000 126,000 $ 1,579,000 $ 1,534,0000 0 50,000 210,000 $750,000 $3,370,000
William E. Meyers 28,000 12,000 312,000 134,00016,000 $174,000 20,000 11,189 300,000 90,000
Peter C. DeChants 28,000 12,000 312,000 134,0000 0 20,000 20,000 300,000 300,000
Douglas P. Roosa 0 0 0 0 0 0
7
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
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 84,676 112,902 141,127 169,352
600,000 33,870 67,741 101,611 135,482 169,352
REMUNERATION(2) 30
- ---------------- ----------------
$100,000 $ 33,870
200,000 67,741
300,000 101,611
400,000 135,482
500,000 169,352
600,000 203,223
- -------------------------
(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-qualifiedtax 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 -- 21;23; Mr.
Meyers -- 9; Mr. DeChants -- 7; and Mr. DeChantsRoosa -- 5.1.
(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 7
10
Company's other
retirement plans and for most participants any retirement benefits payable by
reason of employment by prior employers, equals 60 percent of the average of the
participant's highest three years' cash compensation (limited to base salary and
regular year-endyear end cash bonus) up to an annual payment which when combined with
benefits under the Company's non-qualified plan may not exceed a maximum,
currently $366,460.$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. ManoogianMessrs. Campbell, Meyers and DeChants participate in this Plan.
8
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 Stock IndexIndex") and the Standard & Poor's
Manufacturing (diversified industries) Index ("S&P Manufacturing Diversified
IndexIndex") for the period commencing January 1, 1990,1992, and ending December 31, 1994.1996.
The graph assumes investments of $100 on December 31, 1989,1991, in Company Common
Stock, the S&P 500
Stock Index and the S&P Manufacturing Diversified Index, and the
reinvestment of dividends.
[GRAPH]
MEASUREMENT PERIOD TRIMAS S&P 500 S&P MFG
(FISCAL YEAR COVERED) DIVERSIFIED INDEX
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
The table below sets forth the value, as of December 31 of each of the years
indicated, of a $100 investment made on December 31, 1989,1991, in each of Company
Common Stock, the S&P 500 Stock Index and the S&P Manufacturing Diversified Index, and
the reinvestment of dividends.
Measurement Period S&P Mfg Di-
(Fiscal Year Covered) TriMas S&P 500 versified1991 1992 1993 1994 1995 1996
------- ------- ------- ------- ------- -------
1989
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
1990 69.56 96.89 99.13
1991 93.64 126.28 121.49
1992 155.49 135.88 131.67
1993 263.04 149.52 159.82
1994 217.10 151.55 165.46108.38 131.55 136.10 191.57 255.41
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors consists of Messrs.
Gargaro, Morgan, and Stern. Mr. Gargaro is the Secretary of the Company
(although he is not an employee) and is an executive officer of Masco
Corporation. Richard A. Manoogian, an executive officer of the Company, is a
director of Masco Corporation. 9
12
PROPOSAL TO APPROVE THE 1995
LONG TERM STOCK INCENTIVE PLAN
The BoardMr. Gargaro has been designated of Directors has adopted and is presenting for stockholder approval
the TriMas Corporation 1995 Long Term Stock Incentive Plan (the "1995 Plan").
The 1995 Plan is designed to encourage selected employees of and consultantscounsel by his
former law firm, Dykema Gossett PLLC, which provides legal services to the
Company and its affiliatesfrom time to acquire a proprietary interest in the
Company's growth and performance in order to provide an increased incentive for
such individuals to contribute to the Company's future success and prosperity.
The Board believes the 1995 Plan will enhance the ability of the Company and its
affiliates to attract and retain exceptionally qualified individuals upon whom
the Company's sustained progress, growth and profitability depend, thus
enhancing the value of the Company for the benefit of its stockholders. The
following summary is qualified in its entirety by reference to the full text of
the 1995 Plan attached to this Proxy Statement as Annex A.
The Company's 1988 Restricted Stock Incentive Plan and its 1988 Stock Option
Plan (collectively, the "Old Plans") have an aggregate of approximately 200,000
shares remaining available for awards. See "Compensation of Executive Officers."
The Board of Directors believes that the institution of the 1995 Plan, making
additional shares available for future awards and options, is now advisable.
Accordingly, the Board of Directors has adopted the 1995 Plan and proposes and
recommends approval by the stockholders. The 1995 Plan would authorize the
granting of awardstime, but he receives no compensation from the date of its approval by stockholders until the
shares authorized for issuance thereunder have been exhausted. After the 1995
Plan is approved by stockholders, no further awards will be made under prior
plans.
General Information
The 1995 Plan provides for greater flexibility to the Company than the Old Plans
by permitting, among other things, additional types of awards and greater
latitude as to the terms and conditions of awards, by allowing any awards to be
granted either alone or in combination with or substitution for other awards and
by increasing the number of shares available for awards. Employees of and
consultants to the Company and its affiliates are eligible to receive awards
under the 1995 Plan. An affiliate is any entity in which the Company has a 20
percent or greater equity interest and any other entity in which the committee
administering the 1995 Plan determines the Company has a significant equity
interest.
The 1995 Plan permits granting awards for: (i) stock options, including
incentive stock options ("ISOs") meeting the requirements of Section 422 of the
Code and restoration options described below, (ii) stock appreciation rights
("SARs"), (iii) restricted stock and restricted stock units, (iv) performance
awards, (v) dividend equivalents and (vi) other awards valued in whole or in
part by reference to or otherwise based on Company Common Stock ("other
stock-based awards"). The 1995 Plan will be administered by a committee composed
of at least two of the Company's Directors, each of whom must be a
"disinterested person" as such term is defined in Rule 16b-3 under the
Securities Exchange Act of 1934. The committee will have the authority to
establish rules for the administration of the 1995 Plan; to select the employees
and consultants to whom awards are granted; to determine the types of awards to
be granted and the number of shares covered by such awards; to set the terms and
conditions of such awards; and to cancel, suspend and amend awards. The
committee may also determine whether the payment of any proceeds of any award
shall or may be deferred and may authorize payments representing dividends or
interest or their equivalents in connection with any deferred award.
Determinations and interpretations of the committee will be binding on all
parties. The committee may delegate to one or more Directors who may be
participants in the 1995 Plan the authority to grant awards to individuals who
are not subject to Section 16 of the Exchange Act. Because awards under the 1995
Plan are made at the discretion of the committee, benefits to be received by the
participants for 1995 and the benefits that would have been received by the
participants for 1994 cannot be determined.
10firm.
9
13
The Board may amend, alter or discontinue the 1995 Plan at any time, but
stockholder approval of any such amendment must generally be obtained if such
approval is necessary to maintain the 1995 Plan's compliance with Rule 16b-3. No
amendment may impair the rights of any outstanding award holder without such
holder's consent.
Awards may be granted for no cash consideration or for such minimal cash
consideration as may be required by applicable law. Awards may provide that upon
their exercise or vesting the holder will receive cash, stock, other securities,
other awards, other property or any combination thereof, as the committee shall
determine. No participant may receive stock-based awards in any calendar year
that relate to more than 400,000 shares of Company Common Stock; provided,
however, that number may be increased with respect to any participant by any
shares available for grant to such participant in any prior years that were not
granted in such prior years. Any shares of stock deliverable under the 1995 Plan
may consist in whole or in part of authorized and unissued shares or treasury
shares. Subject to certain limited exceptions and the authority of the committee
to determine otherwise, awards under the 1995 Plan may not be transferred. The
1995 Plan provides that immediately upon certain events constituting a change in
control of the Company, Masco Corporation or MascoTech, Inc. the vesting of all
rights of participants accelerates and all restrictions on awards terminate.
The committee establishes the purchase price per share for options, the term of
options, the time at which they may be exercised and such other terms as the
committee deems appropriate. Unless the committee determines otherwise, payment
of the purchase price in full in cash is required upon option exercise, and
options may be exercised for only a limited period of time following termination
of the employment or consulting relationship (up to one year in the event of
death). If the exercise price of an option granted under the 1995 Plan or of any
other option is paid in Company Common Stock, the committee may grant the
exercising optionee a restoration option covering a number of shares equal to
the number of shares delivered upon such exercise. The closing price of Company
Common Stock on March 15, 1995 was $21 3/4 per share.
The holder of an SAR will be entitled to receive the excess of the fair market
value (calculated as of the exercise date or, if the committee shall so
determine in the case of any SAR not related to an ISO, as of any time during a
specified period before or after the exercise date) of a specified number of
shares over the grant price of the SAR.
A restricted stock award may provide the recipient with all of the rights of a
stockholder of the Company, including the right to vote the shares and to
receive any dividends. Restricted stock and restricted stock units generally
will be subject to certain forfeiture conditions and may not be transferred by
the recipient until such restrictions lapse. In general, unless the committee
determines otherwise all shares of restricted stock are forfeited upon
termination of the employment or consulting relationship during the restricted
period, except that if termination is due to death or permanent and total
disability all restrictions lapse immediately and if termination of employment
is due to retirement the restrictions continue to lapse in the same manner as
though employment had not terminated.
Performance awards will provide the holder thereof rights valued as determined
by the committee and payable to, or exercisable by, such holder, in whole or in
part, upon the achievement of such performance goals during such performance
periods as the committee shall establish. Dividend equivalents will entitle the
holder thereof to receive payments equivalent to dividends or interest with
respect to a specified number of shares. The committee is also authorized to
establish the terms and conditions of other stock-based awards.
There are 2,000,000 shares of Company Common Stock initially available for
issuance under the 1995 Plan. In addition, if the Company acquires shares of
Company Common Stock as full or partial payment for the exercise of any option
granted or acquires shares in connection with the 1995 Plan or any other
employee stock option or restricted stock issued by the Company, in open-market
11
14
transactions or otherwise, up to 2,000,000 of such shares may be included in the
number of shares available for awards under the 1995 Plan. If any shares subject
to an award under the 1995 Plan are forfeited or if any such award terminates,
the shares previously covered by such award are considered as acquired shares
and may be available for future awards under the 1995 Plan, subject to the
foregoing limitation. Acquired shares in excess of such limitation may be
included in the number of shares available for awards to the extent that such
inclusion is consistent with the requirements of Rule 16b-3. The Company has had
a practice of acquiring shares on the open market in connection with awards of
restricted stock and shares issued pursuant to option exercises under prior
plans.
If another company is acquired by the Company or an affiliate in the future, any
awards made and any of the Company's shares delivered upon the assumption of or
in substitution for outstanding grants made by the acquired company may be
deemed to be granted under the 1995 Plan but would not decrease the number of
shares available for grant under the 1995 Plan, except with respect to
individuals subject to Section 16 of the Exchange Act. Except for such awards
and except to avoid double counting with respect to certain awards granted in
tandem with or in substitution for other awards granted under the 1995 Plan, all
awards granted will be counted against the overall limits on the number of
shares available pursuant to procedures to be specified by the committee.
If any dividend or other distribution, recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of shares or other securities of the
Company, issuance of warrants or other rights to purchase shares or other
securities of the Company, or other similar corporate transaction or event
affects the shares, then the committee may in such manner as it deems equitable,
adjust (1) the number and type of shares (or other securities or property) which
thereafter may be made the subject of awards, (2) outstanding awards, including
without limitation the number and type of shares (or other securities or
property) subject thereto, and (3) the grant, purchase or exercise price with
respect to any award, and may make provision for a cash payment to the holder of
an outstanding award. The committee will also be authorized, for similar
purposes, to make adjustments in performance award criteria or in the terms and
conditions of other awards in recognition of unusual or nonrecurring events
affecting the Company or its financial statements or of changes in applicable
laws, regulations or accounting principles.
The committee may correct any defect, supply any omission, or reconcile any
inconsistency in the 1995 Plan or in any award in the manner and to the extent
it shall deem desirable to carry the 1995 Plan into effect. Nothing contained in
the 1995 Plan shall prevent the Company or any affiliate from adopting or
continuing in effect other or additional compensation arrangements.
FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the principal federal income tax consequences
generally applicable to awards under the 1995 Plan. The grant of a stock option
or SAR will generally create no immediate tax consequences for the recipient, or
the Company or an affiliate employing such individual. The holder of an ISO
generally will have no taxable income upon exercising the ISO (except that the
alternative minimum tax may apply), and the employer generally will receive no
tax deduction when an ISO is exercised. Upon exercising a stock option other
than an ISO, the optionee must recognize ordinary income equal to the excess of
the fair market value of the shares acquired on the date of exercise over the
option exercise price, and the employer will then be entitled to a tax deduction
for the same amount. Upon exercising an SAR, the amount of any cash received and
the fair market value on the exercise date of any shares or other property
received are taxable to the recipient as ordinary income and that amount is also
deductible by the employer.
The tax consequence to an optionee of a disposition of shares acquired through
the exercise of an SAR or a stock option will depend on how long the shares have
been held and upon whether such
12 15
shares were acquired by exercising an ISO or by exercising an SAR or stock
option other than an ISO. Generally, there will be no tax consequence to the
employer in connection with a disposition of shares acquired under an option
except that the employer may be entitled to a tax deduction in the case of a
disposition of shares acquired under an ISO before the applicable ISO holding
periods have been satisfied.
With respect to other awards granted under the 1995 Plan that are settled either
in cash or in shares or other property that is either transferable or not
subject to substantial risk of forfeiture, the holder of such an award must
recognize ordinary income equal to the excess of (a) the cash or the fair market
value of the shares or other property received (determined as of the first time
the shares or other property become transferable or not subject to substantial
risk of forfeiture, whichever occurs earlier) over (b) the amount (if any) paid
for such shares or other property by the participant, and the employer will then
be entitled to a deduction for the same amount.
The affirmative vote of holders of a majority of the shares of Company Common
Stock present and entitled to vote at the Annual Meeting is required for
approval of the proposed 1995 Long Term Stock Incentive Plan. Broker non-votes
do not affect the approval of the 1995 Plan. Abstentions are considered present
and entitled to vote and therefore have the effect of votes against the 1995
Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE 1995 LONG TERM
STOCK INCENTIVE PLAN.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective October 1, 1988, the Company acquired various businesses (the
"MascoTech businesses") and cash from MascoTech, Inc. in exchange for securities
of the Company. In a related transaction, Masco Corporation, which prior to such
acquisition had an equity ownership interest in the Company, purchased for cash
additional Company Common Stock. The Company became a public corporation in
February 1989 when approximately 28 percent of the then outstanding shares of
Company Common Stock was distributed by Masco Corporation to its stockholders as
a special dividend. As part of these transactions, the Company entered into
certain agreements with Masco Corporation and MascoTech, Inc. 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 $3.0$3.3 million for 19941996
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 underfollowing the
occurrence of certain circumstancesevents that would result in an increase in their
respective ownership percentage of the then 13
16
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.
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
business for a10
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 1994,1996, as a result of such
sales and transactions, the Company paid approximately $2.0$.4 million to MascoTech,
Inc., and Masco Corporation and MascoTech, Inc. paid approximately $2.1$1 million
and $3.4$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 orand 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 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.
14
17
The following table sets forth the number of shares of Masco Corporation and
MascoTech, Inc. common stock beneficially owned as of March 15, 1995,31, 1997, by the
Company's Directors and executive officers 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 SHARES OF COMMON STOCK OF
MASCO CORPORATION OF MASCOTECH, INC.
NAMENAME(1) BENEFICIALLY OWNED BENEFICIALLY OWNED
---- ---------------------- ----------------------------- ------------------ ------------------
Richard A. Manoogian 4,088,868 4,931,142Manoogian(2)(3)(5)(6) 5,567,188 4,543,042
Brian P. Campbell 8,800 3,200800 700
Eugene A. Gargaro, Jr. 2,345,308 155,774(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) 4,179,576 5,017,342(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 2.6 percent and 1.5 percent of Masco
Corporation common stock respectively, and Mr. Manoogian who owns approximately 8.61.7 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 2.63.5 percent of Masco Corporation common
stock and approximately 8.712.0 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
129,032 shares of MascoTech, Inc. common stock which could be acquired upon
conversion of convertible debt securities owned by such foundation. In addition,
Mr. Manoogian may be deemed to be the
beneficial owner of 200,000 shares of MascoTech, Inc.'s $1.20 Convertible
Preferred Stock (1.9 percent of the total issue outstanding) owned by such charitable foundation. Shares owned by Mr.
Manoogian and by all Directors and executive officersone of
the Company as a groupfoundations. 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 casetrustee. 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 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 directors 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.
The table also
includes 717,740(5) Includes shares of Masco Corporation common stock for Mr. Manoogian,
7,000 shares for Mr. Campbell and 724,740 shares for the Directors and executive
officers of the Company as a group issuable under stock optionswhich may be acquired on
or before May 30, 1997 upon exercise of Masco Corporation to the extent such options are exercisable prior to May 15, 1995.
Share ownership of MascoTech, Inc. common stock includes for Mr. Manoogian and
for the Directors and executive officers of the Company as a group in each case
840,000 shares issuable under stock options
of MascoTech, Inc. to the extent
such options are exercisable prior to May 15, 1995. Shares are owned with sole
voting and investment power, except for shares owned by such foundations and
trusts, shares issuable upon the exercise of options, unvested shares of Masco
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18
Corporation common stock issued under Masco Corporation's restricted stock
incentive plans (71,076(1,097,740 shares for Mr. Manoogian, 1,800 shares for Mr. Campbell,
24,28918,000 shares for Mr. Gargaro and
97,1651,115,740 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 (70,000 shares for Mr. Manoogian, 3,200 shares for Mr. Campbell and 73,200
shares for all Directors and executive officers of the Company as a group), and
unvested 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 (26,320options
(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 1996 Annual Meeting of
Stockholdersrecommendation of the Company must be received byAudit Committee, the Company at its address
stated above by December 8, 1995, to be considered for inclusion inBoard of Directors has
selected the Company's Proxy Statement and Proxy relating to such meeting.
INDEPENDENT ACCOUNTANTS
Theindependent 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 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 L.L.P. are expected to be
present at the meeting, will have the opportunity to make a statement and are
expected to be available to respond to appropriate questions.
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
[SIG]Eugene A. Gargaro, Jr.
EUGENE A. GARGARO, JR.
Secretary
Ann Arbor, Michigan
April 7, 199515, 1997
13
16
TRIMAS LOGO
19
ANNEX A
TRIMAS CORPORATION
1995 LONG TERM STOCK INCENTIVE PLAN
SECTION 1. PURPOSES
The purposes of the 1995 Long Term Stock Incentive Plan (the "Plan") are to
encourage selected employees of and consultants to TriMas Corporation (the
"Company") and its Affiliates to acquire a proprietary interest in the Company
in order to create an increased incentive to contribute to the Company's future
success and prosperity, and enhance the ability of the Company and its
Affiliates to attract and retain exceptionally qualified individuals upon whom
the sustained progress, growth and profitability of the Company depend, thus
enhancing the value of the Company for the benefit of its stockholders.
SECTION 2. DEFINITIONS
As used in the Plan, the following terms shall have the meanings set forth
below:
(a) "Affiliate" shall mean any entity in which the Company's direct or
indirect equity interest is at least twenty percent, and any other entity
in which the Company has a significant direct or indirect equity interest,
whether more or less than twenty percent, as determined by the Committee.
(b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Performance Award, Dividend
Equivalent or Other Stock-Based Award granted under the Plan.
(c) "Award Agreement" shall mean any written agreement, contract or
other instrument or document evidencing any Award granted under the Plan.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(e) "Committee" shall mean a committee of the Company's directors
designated by the Board of Directors to administer the Plan and composed of
not less than two directors, each of whom is a "disinterested person"
within the meaning of Rule 16b-3.
(f) "Dividend Equivalent" shall mean any right granted under Section
6(e) of the Plan.
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(h) "Incentive Stock Option" shall mean an Option granted under
Section 6(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code, or any successor provision thereto.
(i) "Non-Qualified Stock Option" shall mean an Option granted under
Section 6(a) of the Plan that is not intended to be an Incentive Stock
Option.
(j) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.
(k) "Other Stock-Based Award" shall mean any right granted under
Section 6(f) of the Plan.
(l) "Participant" shall mean an employee of or consultant to the
Company or any Affiliate designated to be granted an Award under the Plan.
(m) "Performance Award" shall mean any right granted under Section
6(d) of the Plan.
(n) "Restricted Period" shall mean the period of time during which
Awards of Restricted Stock or Restricted Stock Units are subject to
restrictions.
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(o) "Restricted Stock" shall mean any Share granted under Section 6(c)
of the Plan.
(p) "Restricted Stock Unit" shall mean any right granted under Section
6(c) of the Plan that is denominated in Shares.
(q) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission under the Exchange Act, or any successor rule or
regulation.
(r) "Section 16" shall mean Section 16 of the Exchange Act, the rules
and regulations promulgated by the Securities and Exchange Commission
thereunder, or any successor provision, rule or regulation.
(s) "Shares" shall mean the Company's common stock, par value $.01 per
share, and such other securities or property as may become the subject of
Awards, or become subject to Awards, pursuant to an adjustment made under
Section 4(c) of the Plan.
(t) "Stock Appreciation Right" shall mean any right granted under
Section 6(b) of the Plan.
SECTION 3. ADMINISTRATION
The Committee shall administer the Plan, and subject to the terms of the Plan
and applicable law, the Committee's authority shall include without limitation
the power to:
(i) designate Participants;
(ii) determine the types of Awards to be granted;
(iii) determine the number of Shares to be covered by Awards and any
payments, rights or other matters to be calculated in connection therewith;
(iv) determine the terms and conditions of Awards and amend the terms
and conditions of outstanding Awards;
(v) determine how, whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards or other property, or canceled, forfeited or
suspended;
(vi) determine how, whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards, other property
and other amounts payable with respect to an Award shall be deferred either
automatically or at the election of the holder thereof or of the Committee;
(vii) determine the methods or procedures for establishing the fair
market value of any property (including, without limitation, any Shares or
other securities) transferred, exchanged, given or received with respect to
the Plan or any Award;
(viii) prescribe and amend the forms of Award Agreements and other
instruments required under or advisable with respect to the Plan;
(ix) designate Options granted to key employees of the Company or its
subsidiaries as Incentive Stock Options;
(x) interpret and administer the Plan, Award Agreements, Awards and
any contract, document, instrument or agreement relating thereto;
(xi) establish, amend, suspend or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the administration of
the Plan;
(xii) decide all questions and settle all controversies and disputes
which may arise in connection with the Plan, Award Agreements and Awards;
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(xiii) delegate to directors of the Company who need not be
"disinterested persons" within the meaning of Rule 16b-3 the authority to
designate Participants and grant Awards, provided such Participants are not
directors or officers of the Company for purposes of Section 16; and
(xiv) make any other determination and take any other action that the
Committee deems necessary or desirable for the interpretation, application
and administration of the Plan, Award Agreements and Awards.
All designations, determinations, interpretations and other decisions under or
with respect to the Plan, Award Agreements or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all persons, including the Company, Affiliates,
Participants, beneficiaries of Awards and stockholders of the Company.
SECTION 4. SHARES AVAILABLE FOR AWARDS
(a) Shares Available. Subject to adjustment as provided in Section 4(c):
(i) Initial Authorization. There shall be 2,000,000 Shares initially
available for issuance under the Plan.
(ii) Acquired Shares. In addition to the amount set forth above, up to
2,000,000 Shares acquired by the Company subsequent to the effectiveness of
the Plan as full or partial payment for the exercise price for an Option or
any other stock option granted by the Company, or acquired by the Company,
in open market transactions or otherwise, in connection with the Plan or
any Award hereunder or any other employee stock option or restricted stock
issued by the Company may thereafter be included in the Shares available
for Awards. If any Shares covered by an Award or to which an Award relates
are forfeited, or if an Award expires, terminates or is cancelled, then the
Shares covered by such Award, or to which such Award relates, or the number
of Shares otherwise counted against the aggregate number of Shares
available under the Plan by reason of such Award, to the extent of any such
forfeiture, expiration, termination or cancellation, may thereafter be
available for further granting of Awards and included as acquired Shares
for purposes of the preceding sentence.
(iii) Additional Shares. Shares acquired by the Company in the
circumstances set forth in (ii) above in excess of the amount set forth
therein may thereafter be included in the Shares available for Awards to
the extent permissible for purposes of allowing the Plan to continue to
satisfy the conditions of Rule 16b-3.
(iv) Accounting for Awards. For purposes of this Section 4,
(A) if an Award (other than a Dividend Equivalent) is denominated
in Shares, the number of Shares covered by such Award, or to which such
Award relates, shall be counted on the date of grant of such Award
against the aggregate number of Shares available for granting Awards
under the Plan to the extent determinable on such date and insofar as
the number of Shares is not then determinable under procedures adopted
by the Committee consistent with the purposes of the Plan; and
(B) Dividend Equivalents and Awards not denominated in Shares shall
be counted against the aggregate number of Shares available for granting
Awards under the Plan in such amount and at such time as the Committee
shall determine under procedures adopted by the Committee consistent
with the purposes of the Plan;
provided, however, that Awards that operate in tandem with (whether granted
simultaneously with or at a different time from), or that are substituted
for, other Awards or restricted stock awards or stock options granted under
any other plan of the Company may be counted or not counted under
procedures adopted by the Committee in order to avoid double counting. Any
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Shares that are delivered by the Company or its Affiliates, and any Awards
that are granted by, or become obligations of, the Company, through the
assumption by the Company of, or in substitution for, outstanding
restricted stock awards or stock options previously granted by an acquired
company shall not, except in the case of Awards granted to Participants who
are directors or officers of the Company for purposes of Section 16, be
counted against the Shares available for granting Awards under the Plan.
(v) Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized but
unissued Shares or of Shares reacquired by the Company, including but not
limited to Shares purchased on the open market.
(b) Individual Stock-Based Awards. Subject to adjustment as provided in Section
4(c), no Participant may receive stock-based Awards under the Plan in any
calendar year that relate to more than 400,000 Shares; provided, however, that
such number may be increased with respect to any Participant by any Shares
available for grant to such Participant in accordance with this Paragraph 4(b)
in any prior years that were not granted in such prior years. No provision of
this Paragraph 4(b) shall be construed as limiting the amount of any cash-based
Award which may be granted to any Participant.
(c) Adjustments. Upon the occurrence of any dividend or other distribution
(whether in the form of cash, Shares, other securities or other property),
change in the capital or shares of capital stock, recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company or extraordinary transaction or event which affects
the Shares, then the Committee shall have the authority to make such adjustment,
if any, in such manner as it deems appropriate, in (i) the number and type of
Shares (or other securities or property) which thereafter may be made the
subject of Awards, (ii) outstanding Awards including without limitation the
number and type of Shares (or other securities or property) subject thereto, and
(iii) the grant, purchase or exercise price with respect to outstanding Awards
and, if deemed appropriate, make provision for cash payments to the holders of
outstanding Awards; provided, however, that the number of Shares subject to any
Award denominated in Shares shall always be a whole number.
SECTION 5. ELIGIBILITY
Any employee of or consultant to the Company or any Affiliate, including any
officer of the Company (who may also be a director, but excluding a member of
the Committee, any person who serves only as a director of the Company and any
consultant to the Company or an Affiliate who is also a director of the Company
and who is not rendering services pursuant to a written agreement with the
entity in question), as may be selected from time to time by the Committee or by
the directors to whom authority may be delegated pursuant to Section 3 hereof in
its or their discretion, is eligible to be designated a Participant.
SECTION 6. AWARDS
(a) Options. The Committee is authorized to grant Options to Participants.
(i) Committee Determinations. Subject to the terms of the Plan, the
Committee shall determine:
(A) the purchase price per Share under each Option;
(B) the term of each Option; and
(C) the time or times at which an Option may be exercised, in whole
or in part, the method or methods by which and the form or forms
(including, without limitation, cash,
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Shares, other Awards or other property, or any combination thereof,
having a fair market value on the exercise date equal to the relevant
exercise price) in which payment of the exercise price with respect
thereto may be made or deemed to have been made. The terms of any
Incentive Stock Option granted under the Plan shall comply in all
respects with the provisions of Section 422 of the Code, or any
successor provision thereto, and any regulations promulgated thereunder.
Subject to the terms of the Plan, the Committee may impose such conditions
or restrictions on any Option as it deems appropriate.
(ii) Other Terms. Unless otherwise determined by the Committee:
(A) A Participant electing to exercise an Option shall give written
notice to the Company, as may be specified by the Committee, of exercise
of the Option and the number of Shares elected for exercise, such notice
to be accompanied by such instruments or documents as may be required by
the Committee, and shall tender the purchase price of the Shares elected
for exercise.
(B) At the time of exercise of an Option payment in full in cash
shall be made for all Shares then being purchased.
(C) The Company shall not be obligated to issue any Shares unless
and until:
(I) if the class of Shares at the time is listed upon any stock
exchange, the Shares to be issued have been listed, or authorized to
be added to the list upon official notice of issuance, upon such
exchange, and
(II) in the opinion of the Company's counsel there has been
compliance with applicable law in connection with the issuance and
delivery of Shares and such issuance shall have been approved by the
Company's counsel.
Without limiting the generality of the foregoing, the Company may
require from the Participant such investment representation or such
agreement, if any, as the Company's counsel may consider necessary in
order to comply with the Securities Act of 1933 as then in effect, and
may require that the Participant agree that any sale of the Shares will
be made only in such manner as shall be in accordance with law and that
the Participant will notify the Company of any intent to make any
disposition of the Shares whether by sale, gift or otherwise. The
Participant shall take any action reasonably requested by the Company in
such connection. A Participant shall have the rights of a stockholder
only as and when Shares have been actually issued to the Participant
pursuant to the Plan.
(D) If the employment of or consulting arrangement with a
Participant terminates for any reason (including termination by reason
of the fact that an entity is no longer an Affiliate) other than the
Participant's death, the Participant may thereafter exercise the Option
as provided below, except that the Committee may terminate the
unexercised portion of the Option concurrently with or at any time
following termination of the employment or consulting arrangement
(including termination of employment upon a change of status from
employee to consultant) if it shall determine that the Participant has
engaged in any activity detrimental to the interests of the Company or
an Affiliate. If such termination is voluntary on the part of the
Participant, the option may be exercised only within ten days after the
date of termination. If such termination is involuntary on the part of
the Participant, if an employee retires on or after normal retirement
date or if the employment or consulting relationship is terminated by
reason of permanent and total disability, the Option may be exercised
within three months after the date of termination or retirement. For
purposes of this Paragraph (D), a Participant's employment or consulting
arrangement shall not be considered terminated (i) in the case of
approved sick leave or
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other bona fide leave of absence (not to exceed one year), (ii) in the
case of a transfer of employment or the consulting arrangement among the
Company and Affiliates, or (iii) by virtue of a change of status from
employee to consultant or from consultant to employee, except as
provided above.
(E) If a Participant dies at a time when entitled to exercise an
Option, then at any time or times within one year after death such
Option may be exercised, as to all or any of the Shares which the
Participant was entitled to purchase immediately prior to death. The
Company may decline to deliver Shares to a designated beneficiary until
it receives indemnity against claims of third parties satisfactory to
the Company. Except as so exercised such Option shall expire at the end
of such period.
(F) An Option may be exercised only if and to the extent such
Option was exercisable at the date of termination of employment or the
consulting arrangement, and an Option may not be exercised at a time
when the Option would not have been exercisable had the employment or
consulting arrangement continued.
(iii) Restoration Options. The Committee may grant a Participant the
right to receive a restoration Option with respect to an Option or any
other option granted by the Company. Unless the Committee shall otherwise
determine, a restoration Option shall provide that the underlying option
must be exercised while the Participant is an employee of or consultant to
the Company or an Affiliate and the number of Shares which are subject to a
restoration Option shall not exceed the number of whole Shares exchanged in
payment of the original option.
(b) Stock Appreciation Rights. The Committee is authorized to grant Stock
Appreciation Rights to Participants. Subject to the terms of the Plan, a Stock
Appreciation Right granted under the Plan shall confer on the holder thereof a
right to receive, upon exercise thereof, the excess of (i) the fair market value
of one Share on the date of exercise or, if the Committee shall so determine in
the case of any such right other than one related to any Incentive Stock Option,
at any time during a specified period before or after the date of exercise over
(ii) the grant price of the right as specified by the Committee. Subject to the
terms of the Plan, the Committee shall determine the grant price, term, methods
of exercise and settlement and any other terms and conditions of any Stock
Appreciation Right and may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it may deem appropriate.
(c) Restricted Stock and Restricted Stock Units.
(i) Issuance. The Committee is authorized to grant to Participants
Awards of Restricted Stock, which shall consist of Shares, and Restricted
Stock Units which shall give the Participant the right to receive cash,
other securities, other Awards or other property, in each case subject to
the termination of the Restricted Period determined by the Committee.
(ii) Restrictions. The Restricted Period may differ among Participants
and may have different expiration dates with respect to portions of Shares
covered by the same Award. Subject to the terms of the Plan, Awards of
Restricted Stock and Restricted Stock Units shall have such restrictions as
the Committee may impose (including, without limitation, limitations on the
right to vote Restricted Stock or the right to receive any dividend or
other right or property), which restrictions may lapse separately or in
combination at such time or times, in installments or otherwise. Unless the
Committee shall otherwise determine, any Shares or other securities
distributed with respect to Restricted Stock or which a Participant is
otherwise entitled to receive by reason of such Shares shall be subject to
the restrictions contained in the applicable Award Agreement. Subject to
the aforementioned restrictions and the provisions of the Plan,
Participants shall have all of the rights of a stockholder with respect to
Shares of Restricted Stock.
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(iii) Registration. Restricted Stock granted under the Plan may be
evidenced in such manner as the Committee may deem appropriate, including,
without limitation, book-entry registration or issuance of stock
certificates.
(iv) Forfeiture. Except as otherwise determined by the Committee:
(A) If the employment of or consulting arrangement with a
Participant terminates for any reason (including termination by reason
of the fact that any entity is no longer an Affiliate), other than the
Participant's death or permanent and total disability or, in the case of
an employee, retirement on or after normal retirement date, all Shares
of Restricted Stock theretofore awarded to the Participant which are
still subject to restrictions shall upon such termination of employment
or the consulting relationship be forfeited and transferred back to the
Company. Notwithstanding the foregoing or Paragraph (C) below, if a
Participant continues to hold an Award of Restricted Stock following
termination of the employment or consulting arrangement (including
retirement and termination of employment upon a change of status from
employee to consultant), the Shares of Restricted Stock which remain
subject to restrictions shall nonetheless be forfeited and transferred
back to the Company if the Committee at any time thereafter determines
that the Participant has engaged in any activity detrimental to the
interests of the Company or an Affiliate. For purposes of this Paragraph
(A), a Participant's employment or consulting arrangement shall not be
considered terminated (i) in the case of approved sick leave or other
bona fide leave of absence (not to exceed one year), (ii) in the case of
a transfer of employment or the consulting arrangement among the Company
and Affiliates, or (iii) by virtue of a change of status from employee
to consultant or from consultant to employee, except as provided above.
(B) If a Participant ceases to be employed or retained by the
Company or an Affiliate by reason of death or permanent and total
disability or if following retirement a Participant continues to have
rights under an Award of Restricted Stock and thereafter dies, the
restrictions contained in the Award shall lapse with respect to such
Restricted Stock.
(C) If an employee ceases to be employed by the Company or an
Affiliate by reason of retirement on or after normal retirement date,
the restrictions contained in the Award of Restricted Stock shall
continue to lapse in the same manner as though employment had not
terminated.
(D) At the expiration of the Restricted Period as to Shares covered
by an Award of Restricted Stock, the Company shall deliver the Shares as
to which the Restricted Period has expired, as follows:
(1) if an assignment to a trust has been made in accordance with
Section 6(g)(iv)(B)(1)(c), to such trust; or
(2) if the Restricted Period has expired by reason of death and
a beneficiary has been designated in a form approved by the Company,
to the beneficiary so designated; or
(3) in all other cases, to the Participant or the legal
representative of the Participant's estate.
(d) Performance Awards. The Committee is authorized to grant Performance Awards
to Participants. Subject to the terms of the Plan, a Performance Award granted
under the Plan (i) may be denominated or payable in cash, Shares (including,
without limitation, Restricted Stock), other securities, other Awards, or other
property and (ii) shall confer on the holder thereof rights valued as determined
by the Committee and payable to, or exercisable by, the holder of the
Performance Award, in whole or in part, upon the achievement of such performance
goals during such
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26
performance periods as the Committee shall establish. Subject to the terms of
the Plan, the performance goals to be achieved during any performance period,
the length of any performance period, the amount of any Performance Award
granted, the amount of any payment or transfer to be made pursuant to any
Performance Award and other terms and conditions shall be determined by the
Committee.
(e) Dividend Equivalents. The Committee is authorized to grant to Participants
Awards under which the holders thereof shall be entitled to receive payments
equivalent to dividends or interest with respect to a number of Shares
determined by the Committee, and the Committee may provide that such amounts (if
any) shall be deemed to have been reinvested in additional Shares or otherwise
reinvested. Subject to the terms of the Plan, such Awards may have such terms
and conditions as the Committee shall determine.
(f) Other Stock-Based Awards. The Committee is authorized to grant to
Participants such other Awards that are denominated or payable in, valued in
whole or in part by reference to or otherwise based on or related to Shares
(including, without limitation, securities convertible into Shares), as are
deemed by the Committee to be consistent with the purposes of the Plan,
provided, however, that such grants to persons who are subject to Section 16
must comply with the provisions of Rule 16b-3. Subject to the terms of the Plan,
the Committee shall determine the terms and conditions of such Awards. Shares or
other securities delivered pursuant to a purchase right granted under this
Section 6(f) shall be purchased for such consideration, which may be paid by
such method or methods and in such form or forms, including, without limitation,
cash, Shares, other securities, other Awards or other property or any
combination thereof, as the Committee shall determine.
(g) General.
(i) No Cash Consideration for Awards. Awards may be granted for no
cash consideration or for such minimal cash consideration as may be
required by applicable law.
(ii) Awards May Be Granted Separately or Together. Awards may, in the
discretion of the Committee, be granted either alone or in addition to, in
tandem with or in substitution for any other Award or any award granted
under any other plan of the Company or any Affiliate. Awards granted in
addition to or in tandem with other Awards or in addition to or in tandem
with awards granted under another plan of the Company or any Affiliate, may
be granted either at the same time as or at a different time from the grant
of such other Awards or awards.
(iii) Forms of Payment Under Awards. Subject to the terms of the Plan
and of any applicable Award Agreement, payments or transfers to be made by
the Company or an Affiliate upon the grant, exercise, or payment of an
Award may be made in such form or forms as the Committee shall determine,
including, without limitation, cash, Shares, other securities, other
Awards, or other property, or any combination thereof, and may be made in a
single payment or transfer, in installments, or on a deferred basis, in
each case in accordance with rules and procedures established by the
Committee. Such rules and procedures may include, without limitation,
provisions for the payment or crediting of reasonable interest on
installment or deferred payments or the grant or crediting of Dividend
Equivalents in respect of installment or deferred payments.
(iv) Limits on Transfer of Awards.
(A) Except as the Committee may otherwise determine, no Award or
right under any Award may be sold, encumbered, pledged, alienated,
attached, assigned or transferred in any manner and any attempt to do
any of the foregoing shall be void and unenforceable against the
Company.
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27
(B) Notwithstanding the provisions of Paragraph (A) above:
(1) Except as set forth in Paragraph (2) below, a Participant
may assign or transfer an Option or rights under an Award of
Restricted Stock or Restricted Stock Units:
(a) to a beneficiary designated by the Participant in
writing on a form approved by the Committee;
(b) by will or the applicable laws of descent and
distribution to the personal representative, executor or
administrator of the Participant's estate; or
(c) to a revocable grantor trust established by the
Participant for the sole benefit of the Participant during the
Participant's life, and under the terms of which the Participant
is and remains the sole trustee until death or physical or mental
incapacity. Such assignment shall be effected by a written
instrument in form and content satisfactory to the Committee, and
the Participant shall deliver to the Committee a true copy of the
agreement or other document evidencing such trust. If in the
judgment of the Committee the trust to which a Participant may
attempt to assign rights under such an Award does not meet the
criteria of a trust to which an assignment is permitted by the
terms hereof, or if after assignment, because of amendment, by
force of law or any other reason such trust no longer meets such
criteria, such attempted assignment shall be void and may be
disregarded by the Committee and the Company and all rights to
any such Awards shall revert to and remain solely in the
Participant. Notwithstanding a qualified assignment, the
Participant, and not the trust to which rights under such an
Award may be assigned, for the purpose of determining
compensation arising by reason of the Award, shall continue to be
considered an employee or consultant, as the case may be, of the
Company or an Affiliate, but such trust and the Participant shall
be bound by all of the terms and conditions of the Award
Agreement and this Plan. Shares issued in the name of and
delivered to such trust shall be conclusively considered issuance
and delivery to the Participant.
(2) The Committee shall not permit directors or officers of the
Company for purposes of Section 16 to transfer or assign Awards
except as permitted under Rule 16b-3.
(C) The Committee, the Company and its officers, agents and
employees may rely upon any beneficiary designation, assignment or other
instrument of transfer, copies of trust agreements and any other
documents delivered to them by or on behalf of the Participant which
they believe genuine and any action taken by them in reliance thereon
shall be conclusive and binding upon the Participant, the personal
representatives of the Participant's estate and all persons asserting a
claim based on an Award. The delivery by a Participant of a beneficiary
designation, or an assignment of rights under an Award as permitted
hereunder, shall constitute the Participant's irrevocable undertaking to
hold the Committee, the Company and its officers, agents and employees
harmless against claims, including any cost or expense incurred in
defending against claims, of any person (including the Participant)
which may be asserted or alleged to be based on an Award, subject to a
beneficiary designation or an assignment. In addition, the Company may
decline to deliver Shares to a beneficiary until it receives indemnity
against claims of third parties satisfactory to the Company.
(v) Share Certificates. All certificates for Shares or other
securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the
rules,
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28
regulations and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Shares or other securities
are then listed and any applicable Federal or state securities laws, and
the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
(vi) Change in Control. (A) Notwithstanding any of the provisions of
this Plan or instruments evidencing Awards granted hereunder, upon a Change
in Control (as hereinafter defined) the vesting of all rights of
Participants under outstanding Awards shall be accelerated and all
restrictions thereon shall terminate in order that Participants may fully
realize the benefits thereunder. Such acceleration shall include, without
limitation, the immediate exercisability in full of all Options and the
termination of restrictions on Restricted Stock and Restricted Stock Units.
Further, in addition to the Committee's authority set forth in Section
4(c), the Committee, as constituted before such Change in Control, is
authorized, and has sole discretion, as to any Award, either at the time
such Award is made hereunder or any time thereafter, to take any one or
more of the following actions: (i) provide for the purchase of any such
Award, upon the Participant's request, for an amount of cash equal to the
amount that could have been attained upon the exercise of such Award or
realization of the Participant's rights had such Award been currently
exercisable or payable; (ii) make such adjustment to any such Award then
outstanding as the Committee deems appropriate to reflect such Change in
Control; and (iii) cause any such Award then outstanding to be assumed, or
new rights substituted therefor, by the acquiring or surviving corporation
after such Change in Control.
(B) A Change in Control shall occur if:
(1) any "person" or "group of persons" as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act, other than pursuant to a
transaction or agreement previously approved by the Board of Directors
of the Company, directly or indirectly purchases or otherwise becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act)
or has the right to acquire such beneficial ownership (whether or not
such right is exercisable immediately, with the passage of time, or
subject to any condition) of voting securities representing 25 percent
or more of the combined voting power of all outstanding voting
securities of (A) the Company or (B) an Affiliated Party (as hereinafter
defined); or
(2) during any period of twenty-four consecutive calendar months,
the individuals who at the beginning of such period constitute the
Company's Board of Directors, and any new directors whose election by
such Board or nomination for election by stockholders was approved by a
vote of at least two-thirds of the members of such Board who were either
directors on such Board at the beginning of the period or whose election
or nomination for election as directors was previously so approved, for
any reason cease to constitute at least a majority of the members
thereof.
An "Affiliated Party" shall mean (x) MascoTech, Inc., a Delaware
corporation ("MascoTech"), provided MascoTech then owns at least twenty
percent of the combined voting power of all voting securities of the
Company, or (y) Masco Corporation, a Delaware corporation ("Masco"),
provided Masco then owns (i) at least twenty percent of the combined voting
power of all voting securities of the Company, or (ii) at least twenty
percent of the combined voting power of all voting securities of MascoTech
and MascoTech and Masco Corporation together then own an aggregate of at
least twenty percent of the combined voting power of all voting securities
of the Company.
(vii) Cash Settlement. Notwithstanding any provision of this Plan or
of any Award Agreement to the contrary, any Award outstanding hereunder may
at any time be cancelled in the Committee's sole discretion upon payment of
the value of such Award to the holder thereof in
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29
cash or in another Award hereunder, such value to be determined by the
Committee in its sole discretion.
SECTION 7. AMENDMENT AND TERMINATION
Except to the extent prohibited by applicable law and unless otherwise expressly
provided in an Award Agreement or in the Plan:
(a) Amendments to the Plan. The Board of Directors of the Company may
amend the Plan and the Board of Directors or the Committee may amend any
outstanding Award; provided, however, that (i) no Plan amendment shall be
effective until approved by stockholders of the Company insofar as
stockholder approval thereof is required in order for the Plan to continue
to satisfy the conditions of Rule 16b-3, and (ii) without the consent of
affected Participants no amendment of the Plan or of any Award may impair
the rights of Participants under outstanding Awards.
(b) Waivers. The Committee may waive any conditions or rights under
any Award theretofore granted, prospectively or retroactively, without the
consent of any Participant.
(c) Adjustments of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee shall be authorized to make adjustments
in the terms and conditions of, and the criteria included in, Awards in
recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 4(c) hereof) affecting the
Company, any Affiliate, or the financial statements of the Company or any
Affiliate, or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits to be made available under the Plan.
(d) Correction of Defects, Omissions, and Inconsistencies. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it
shall deem desirable to effectuate the Plan.
SECTION 8. GENERAL PROVISIONS
(a) No Rights to Awards. No Participant or other person shall have any claim to
be granted any Award under the Plan, and there is no obligation for uniformity
of treatment of Participants or holders or beneficiaries of Awards under the
Plan. The terms and conditions of Awards of the same type and the determination
of the Committee to grant a waiver or modification of any Award and the terms
and conditions thereof need not be the same with respect to each Participant.
(b) Withholding. The Company or any Affiliate shall be authorized to withhold
from any Award granted or any payment due or transfer made under any Award or
under the Plan the amount (in cash, Shares, other securities, other Awards or
other property) of withholding taxes due in respect of an Award, its exercise or
any payment or transfer under such Award or under the Plan and to take such
other action as may be necessary in the opinion of the Company or Affiliate to
satisfy all obligations for the payment of such taxes.
(c) No Limit on Other Compensation Arrangements. Nothing contained in the Plan
shall prevent the Company or any Affiliate from adopting or continuing in effect
other or additional compensation arrangements, including the grant of options
and other stock-based awards, and such arrangements may be either generally
applicable or applicable only in specific cases.
(d) No Right to Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or
any Affiliate. Further, the Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability, or any claim
A-11
30
under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement or other written agreement with the Participant.
(e) Governing Law. The validity, construction and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Michigan and applicable Federal law.
(f) Severability. If any provision of the Plan or any Award is or becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any
person or Award, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, person or Award, and the remainder of the Plan and any such Award
shall remain in full force and effect.
(g) No Trust or Fund Created. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
person. To the extent that any person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.
(h) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Shares, or whether such fractional Shares or any rights
thereto shall be cancelled, terminated or otherwise eliminated.
(i) Headings. Headings are given to the Sections and subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
SECTION 9. EFFECTIVE DATE OF THE PLAN
The Plan shall be effective as of the date of its approval by the Company's
stockholders.
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[TRIMAS LOGO]
3217
/ /[ ]
(1) Election of Directors FOR all nominees / //X/ WITHHOLD AUTHORITY to vote / //X/ EXCEPTIONS / //X/
listed below for all nominees listed below
Class IIII Directors to hold office until the 1998 Annual Meeting of Stockholders in 2000 or until their respective successors are
elected and qualified:
Nominees: BRIAN P. CAMPBELLEUGENE A. GARGARO, JR. and JOHN A. MORGANHELMUT F. STERN
(INSTRUCTIONS: To withhold authority to vote for either nominee mark the "Exceptions" box and strike a line through that
nominee's name.TO WITHHOLD AUTHORITY TO VOTE FOR EITHER NOMINEE MARK THE "EXCEPTIONS" BOX AND STRIKE A LINE THROUGH THAT
NOMINEE'S NAME.)
(2) Proposal to approveRatification of the 1995 Long Term Stock Incentive Plan.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,If specifications are not made,
THE PROXY WILL BE VOTED FOR THE ELECTION OF BOTH NOMINEES AND FOR THE APPROVALRATIFICATION OF THE PROPOSAL.SELECTION OF COOPERS & LYBRAND L.L.P.
The undersigned acknowledges receipt of the accompanying Notice of Annual Change of Address and
Meeting of
Stockholders and Proxy Statement. or Comments Mark Here / /
Please sign exactly as name appears at left.
Executors, administrators, trustees, et al. should
so indicate when signing. If the signature is for a
corporation, please sign the full corporate name by
an authorized officer. If the signature is for a
partnership, please sign the full partnership name
by an authorized partner. If shares are registered
in more than one name, all holders must sign.
Dated:_____________________________, 1995
|
| ___________________________________(L.S.)
| Signature
__________| ___________________________________(L.S. ______________________________________,1997
_____________________________________________ (L.S.)
Signature
VOTES MUST BE INDICATED_____________________________________________ (L.S.)
Signature
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. (X)VOTES MUST BE INDICATED /X/
(x) IN BLACK OR BLUE INK.
/ /
- -----------------------------------------------------------------------------------------------------------------------------------
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 10, 1995
TRIMAS CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, hereby revoking any Proxy heretofore given, appoints RICHARD
A. MANOOGIAN and EUGENE A. GARGARO, JR. and each of them attorneys and proxies for the
undersigned, each with full power of substitution, to vote the shares of Company Common
Stock registered in the name of the undersigned to the same extent the undersigned would
be entitled to vote if then personally present at the Annual Meeting of Stockholders of
TriMas Corporation to be held at the Crowne Plaza Hotel, 610 Hilton Boulevard, Ann Arbor,
Michigan 48108, on Wednesday, May 10, 1995, at 11:00 A.M., Eastern daylight time, and at
any adjournment thereof.
(Continued and to be signed and dated on other side.)
TRIMAS CORPORATION
P.O. BOX 11803
NEW YORK, N.Y. 10203-0803------------------------------------------------------------------------------------------------------------------------------------
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