================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 21, 2004 Date of Report (Date of earliest event reported) TRIMAS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 333-100351 38-2687639 (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 39400 Woodward Ave., Ste. 130 Bloomfield Hills, MI 48304 (Address of principal executive offices) (248) 631-5450 (Registrant's telephone number, including area code) NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ================================================================================ ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On December 21, 2004, TriMas Company LLC (the "Borrower"), a wholly owned subsidiary of the registrant, amended its Credit Agreement dated as of June 6, 2002, among the Borrower, the registrant, the subsidiary term borrowers and the foreign subsidiary borrowers party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, as administrative agent and collateral agent, CSFB Cayman Islands Branch, as syndication agent, and Comerica Bank, National City Bank, and Wachovia Bank, National Association, each as documentation agent. The amended terms improved the Borrower's ability to meet its financial covenants under the Credit Agreement by (i) including in the definition of "Consolidated EBITDA" any nonrecurring expenses or similar costs incurred during the fourth fiscal quarter of 2004 or fiscal year 2005 relating to the completion of cost savings initiatives, including restructuring and severance expenses related thereto, not to exceed in the aggregate $5,000,000 and (ii) modifying the financial covenant ratios required to be maintained. The description set forth above is qualified by Amendment No. 3 to the Credit Agreement filed herewith as exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibit is filed herewith: Exhibit No. Description ----------- ----------- 99.1 Amendment No. 3 dated as of December 21, 2004 to the Credit Agreement dated as of June 6, 2002, among TriMas Corporation, TriMas Company LLC, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, as administrative agent and collateral agent, CSFB Cayman Islands Branch, as syndication agent, and Comerica Bank, National City Bank, and Wachovia Bank, National Association, each as documentation agent. -1- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: December 27, 2004 TRIMAS CORPORATION By: /s/ Benson K. Woo -------------------------------- Name: Benson K. Woo Title: Chief Financial Officer -2- EXHIBIT INDEX Exhibit 99.1 3rd Amendment to Credit Agreement -3-
Trimas (TRS) 8-KEntry into a Material Definitive Agreement
Filed: 27 Dec 04, 12:00am