EXHIBIT (b)(3)
SALOMON SMITH BARNEY
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A Member of TravelersGroup
December 10, 1997
The Board of Directors
MascoTech, Inc.
21001 Van Born Road
Taylor, Michigan 48180
Members of the Board:
You have requested our opinion as to the fairness, from a financial point of
view, to MascoTech, Inc. ("MascoTech") of the consideration to be paid
pursuant to the terms and subject to the conditions set forth in the Agreement
and Plan of Merger, dated as of December 10, 1997 (the "Merger Agreement"), by
and among MascoTech, MascoTech Acquisition, Inc., a wholly owned subsidiary of
MascoTech ("Merger Sub"), and TriMas Corporation ("TriMas"). As more fully
described in the Merger Agreement and subject to the terms and conditions set
forth therein, (i) MascoTech will cause Merger Sub to commence a tender offer
to purchase all outstanding shares of the common stock, par value $0.01 per
share, of TriMas (the "TriMas Common Stock" and, such tender offer, the
"Tender Offer") at a purchase price of $34.50 per share to the seller in
cash (the "Purchase Price"), and (ii) subsequent to the Tender Offer, Merger
Sub will be merged with and into TriMas (the "Merger" and, together with the
Tender Offer, the "Transaction") and each outstanding share of TriMas Common
Stock not previously tendered will be converted into the right to receive the
Purchase Price.
In arriving at our opinion, we reviewed the Merger Agreement and held
discussions with certain senior officers, directors and other representatives
and advisors of MascoTech and certain senior officers and other
representatives and advisors of TriMas concerning the businesses, operations
and prospects of MascoTech and TriMas. We examined certain publicly available
business and financial information relating to MascoTech and TriMas as well as
certain financial forecasts and other information and data for MascoTech and
TriMas which were provided to or otherwise discussed with us by the
managements of MascoTech and TriMas, including information relating to certain
strategic implications and operational benefits anticipated by the management
of MascoTech to result from the Transaction. We reviewed the financial terms
of the Transaction as set forth in the Merger Agreement in relation to, among
other things: current and historical market prices and trading volumes of
TriMas Common Stock; the historical and projected earnings and other operating
data of TriMas; and the capitalization and financial condition of TriMas. We
also evaluated the potential pro forma financial impact of the Transaction on
MascoTech. In addition to the foregoing, we conducted such other analyses and
examinations and considered such other financial, economic and market criteria
as we deemed appropriate in arriving at our opinion.
In rendering our opinion, we have assumed and relied, without independent
verification, upon the accuracy and completeness of all financial and other
information and data publicly available or furnished to or otherwise reviewed
by or discussed with us. With respect to financial forecasts and other
information and data provided to or otherwise reviewed by or discussed with
us, we have been advised by the respective managements of MascoTech and TriMas
that such forecasts and other information and data were reasonably prepared on
bases reflecting the best currently available estimates and judgments of such
managements as to the future financial performance of MascoTech and TriMas and
the best currently available estimates and judgments of the management of
MascoTech as to the strategic implications and operational benefits
anticipated to result from the Transaction. We have not made or been provided
with an independent evaluation or appraisal of the assets or liabilities
(contingent or otherwise) of MascoTech or TriMas nor have we made any physical
inspection of the properties or assets of MascoTech or TriMas. We have not
been asked to consider, and our opinion does not address, the relative merits
of the Transaction as compared to any alternative business strategies that
might exist for MascoTech or the effect of any other transaction in which
MascoTech might engage. Our opinion is necessarily based upon information
available to us, and financial, stock market and other conditions and
circumstances existing and disclosed to us, as of the date hereof.
Smith Barney Inc. and Salomon Brothers Inc (collectively doing business as
Salomon Smith Barney) have acted as financial advisors to MascoTech in
connection with the Transaction and will receive a fee for such services, a
significant portion of which is contingent upon the consummation of the
Transaction. We have in the past provided investment banking services to
MascoTech and are currently providing investment banking services to
affiliates of MascoTech unrelated to the proposed Transaction, for which
services we have received compensation. In the ordinary course of our
business, we and our affiliates may actively trade or hold the securities of
MascoTech and TriMas for our own account or for the account of our customers
and, accordingly, may at any time hold a long or short position in such
securities. In addition, we and our affiliates (including Travelers Group
Inc. and its affiliates) may maintain relationships with MascoTech and TriMas.
Our advisory services and the opinion expressed herein are provided for the
information of the Board of Directors of MascoTech in its evaluation of the
proposed Transaction and is not intended to be and does not constitute a
recommendation to any stockholder. Our opinion may not be published or
otherwise used or referred to, nor shall any public reference to Salomon Smith
Barney be made, without our prior written consent.
Based upon and subject to the foregoing, our experience as investment bankers,
our work as described above and other factors we deemed relevant, we are of
the opinion that, as of the date hereof, the Purchase Price to be paid in the
Transaction is fair, from a financial point of view, to MascoTech.
Very truly yours,
/s/ SALOMON SMITH BARNEY
SALOMON SMITH BARNEY