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EXHIBIT 10.p.ii
REGISTRATION AGREEMENT
This Agreement is made as of December 27, 1988, among TriMas
Corporation, a Delaware corporation ("TriMas"), Masco Corporation, a Delaware
Corporation ("Masco") and Masco Industries, Inc., a Delaware corporation
("Industries").
WHEREAS, Industries has agreed, pursuant to an Acquisition and
Subscription Agreement dated as of November 7, 1988 (the "Acquisition
Agreements"), to transfer certain businesses and cash to TriMas in exchange
for TriMas common stock, TriMas preferred stock and TriMas subordinated
debentures;
WHEREAS, Masco currently owns TriMas common stock and has agreed,
pursuant to the Acquisition Agreement, to contribute cash to TriMas in exchange
for additional shares of TriMas common stock, and proposes thereafter to
distribute as a dividend a portion of its shares of TriMas common stock to its
stockholders, as a result of which TriMas will become a publicly held
corporation with approximately 48% of its outstanding common stock owned by
Industries and approximately 19% owned by Masco; and
WHEREAS, in connection with the Acquisition Agreement, TriMas has
agreed to provide to Masco and Industries certain registration rights as
provided herein.
NOW, THEREFORE, the parties agree as follows:
1 (a). Registration of TriMas Common Stock. At any time that Masco and
Industries own in the aggregate at least 20% of the outstanding common stock of
TriMas, par value $.01 per share (the "Common Stock"), whenever TriMas shall
receive a written request signed by Masco or Industries requesting TriMas to
file a registration statement under the Securities Act of 1933, as in effect at
the relevant time, or a comparable statement under any similar Federal statute
then in effect (a "Common Stock Registration Statement"), TriMas shall promptly
prepare and file a Common Stock Registration Statement covering the Common Stock
requested to be registered and any other Common Stock of registered holders who
acquired such Common Stock from Masco or Industries and who have obtained a
written agreement from Masco or Industries to participate hereunder (which
agreement shall have been filed with TriMas), which, upon inquiry to be then
made of all such holders by TriMas, is requested by such holders to be included
therein (the "Common Stock Holders"), and use its best efforts to cause the
Common Stock Registration Statement to become effective and remain effective for
the period required to permit the public offering and sale of the Common Stock
covered thereby; provided, however, that (i) TriMas shall not be
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obligated to make any such filing with respect to less than 300,000 shares of
Common Stock (as adjusted from time to time for stock splits, dividends and
similar events), (ii) TriMas shall not be obligated to make any such filing
within 12 months from the effective date of the next preceding filing made
pursuant to this Paragraph 1, and (iii) TriMas may elect to defer, for a period
not exceeding a total of 90 days, the preparation of any such Common Stock
Registration Statement if in TriMas' good faith judgment pending or prospective
business developments justify a temporary delay. All expenses (other than fees
and expenses of any underwriters and counsel to Masco, Industries and the Common
Stock Holders) in connection with registrations undertaken by TriMas pursuant to
this Paragraph 1 shall be borne by TriMas. Either Masco or Industries, as
determined by which of them first requests the filing of each Common Stock
Registration Statement, shall be deemed to be the representative of the other
and all Common Stock Holders, with full authority to select a managing
underwriter, withdraw or abandon the Common Stock Registration Statement, and
make comparable decisions on behalf of the other and all Common Stock Holders
after reasonable consultation therewith
1 (b). Registration Procedures. (i) Whenever TriMas shall file a Common
Stock Registration Statement pursuant to this Paragraph 1, TriMas shall (A)
thereafter, for such period of time as shall be required in connection with the
transactions contemplated thereby and permitted by applicable rules, regulations
and administrative practice, file all post-effective amendments and supplements
thereto and all filings under the Securities Exchange Act of 1934 that are
necessary or appropriate so that neither the Common Stock Registration Statement
nor any related prospectus shall contain any material misstatement or omission
relative to TriMas or any of its assets or its business or affairs and so that
the Common Stock Registration Statement and such prospectus will otherwise
comply with all applicable legal requirements, (B) furnish to Masco, Industries
and the Common Stock Holders such number of copies of the Common Stock
Registration Statement and any related preliminary prospectus, prospectus,
post-effective amendment or supplement as Masco, Industries and the Common Stock
Holders reasonably may request, and (C) take all action that may be necessary
under the securities or Blue Sky laws of any state and as reasonably may be
requested by Masco, Industries or the Common Stock Holders to permit the public
offering and sale of the Common Stock covered by the Common Stock Registration
Statement; provided, however, that in no event shall TriMas be obligated to
qualify to do business in any jurisdiction where it is not now qualified or to
take any action which would subject it to service of process in suits, other
than those arising out of the offering or sale of the Common Stock, in any
jurisdiction where it is not now subject. In connection with any such Common
Stock
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Registration Statement, TriMas shall deliver to Masco, Industries and the
Common Stock Holders and any underwriters for Masco, Industries and the Common
Stock Holders such indemnities, contribution agreements, opinions of counsel
and letters of independent public accountants as are then customarily given to
underwriters of registered public offerings and selling security holders. The
underwriters and Masco, Industries and the Common Stock Holders shall deliver
to TriMas such indemnities, contribution agreements and opinions as are then
customarily given to issuers of registered public offerings.
(ii) Anything in this Agreement to the contrary notwithstanding, TriMas
shall not be obligated to file a Common Stock Registration Statement pursuant
to this Paragraph 1 unless Masco, Industries and the Common Stock Holders shall
have furnished TriMas in writing all information with respect to Masco,
Industries and the Common Stock Holders, the Common Stock held by Masco,
Industries and the Common Stock Holders and requested to be so included, the
transaction or transactions which Masco, Industries and the Common Stock
Holders contemplate and each underwriter who will act for Masco, Industries and
the Common Stock Holders in connection therewith, that any law, rule or
regulation requires to be disclosed therein.
(iii) TriMas covenants that it will file the reports required to be
filed by it under the Securities Exchange Act of 1934, as in effect from time
to time, and the rules and regulations adopted by the Securities and Exchange
Commission thereunder, and will deliver to Masco and Industries at their
request a written statement affirming that it has complied with such
requirements.
2 (a). Registration of TriMas Preferred Stock. Whenever TriMas shall
receive a written request signed by Industries requesting TriMas to file a
registration statement under the Securities Act of 1933, as in effect at the
relevant time, or a comparable statement under any similar Federal statute then
in effect (a "Preferred Stock Registration Statement") with respect to the $100
Convertible Participating Preferred Stock of TriMas, par value $1.00 per share
(the "Preferred Stock"), TriMas shall promptly prepare and file a Preferred
Stock Registration Statement covering the Preferred Stock requested to be
registered and any other Preferred Stock of registered holders thereof who
acquired such Preferred Stock from Industries and who have obtained a written
agreement from Industries to participate hereunder (which agreement shall have
been filed with TriMas) which, upon inquiry to be then made of all such holders
by TriMas, is requested by such holders to be included therein (the "Preferred
Stock Holders"), and use its best efforts to cause the Preferred Stock
Registration Statement to become effective and to remain effective for the
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period required to permit the public offering and sale of the Preferred Stock
covered thereby; provided, however, that (i) TriMas shall not be obligated to
make any such filing with respect to less than 10,000 shares of Preferred Stock,
(ii) TriMas shall not be obligated to make any such filing within 12 months from
the effective date of the next preceding filing made pursuant to this Paragraph
2, and (iii) TriMas may elect to defer, for a period not exceeding a total of 90
days, the preparation of any such Preferred Stock Registration Statement if in
TriMas's good faith judgment pending or prospective business developments
justify a temporary delay. All expenses (other than fees and expenses of any
underwriters and counsel to Industries and the Preferred Stock Holders) in
connection with registrations undertaken by TriMas pursuant to this Paragraph 2
shall be borne by TriMas. Industries shall be deemed to be the representative of
all Preferred Stock Holders, with full authority to select a managing
underwriter, withdraw or abandon the Preferred Stock Registration Statement, and
make comparable decisions on behalf of all Preferred Stock Holders after
reasonable consultation therewith.
2 (b). Preferred Stock Registration Procedures. (i) Whenever TriMas
shall file a Preferred Stock Registration Statement pursuant to this Paragraph
2, TriMas shall (A) thereafter, for such period of time as shall be required in
connection with the transactions contemplated thereby and permitted by
applicable rules, regulations and administrative practice, file all
post-effective amendments and supplements thereto and all filings under the
Securities Exchange Act of 1934 that are necessary or appropriate so that
neither the Preferred Stock Registration Statement nor any related prospectus
shall contain any material misstatement or omission relative to TriMas or any of
its assets or its business or affairs and so that the Preferred Stock
Registration Statement and such prospectus will otherwise comply with all
applicable legal requirements, (B) furnish to Industries and the Preferred Stock
Holders such number of copies of the Preferred Stock Registration Statement and
any related preliminary prospectus, prospectus, post-effective amendment or
supplement as Industries and the Preferred Stock Holders reasonably may request,
and (C) take all action that may be necessary under the securities or Blue Sky
laws of any state and as reasonably may be requested by Industries and the
Preferred Stock Holders, to permit the public offering and sale of the Preferred
Stock covered by the Preferred Stock Registration Statement; provided, however,
that in no event shall TriMas be obligated to qualify to do business in any
jurisdiction where it is not now qualified or to take any action which would
subject it to service of process in suits, other than those arising out of the
offering or sale of the Preferred Stock in any jurisdiction where it is not now
subject. In connection with any such Preferred Stock Registration Statement,
TriMas shall deliver to
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Industries and the Preferred Stock Holders and any underwriters for Industries
and the Preferred Stock Holders such indemnities, contribution agreements,
opinions of counsel and letters of independent public accountants as are then
customarily given to underwriters of registered public offerings and selling
security holders. The underwriters and Industries and the Preferred Stock
Holders shall deliver to TriMas such indemnities, contribution agreements and
opinions as are then customarily given to issuers of registered public
offerings.
(ii) Anything in this Agreement to the contrary notwithstanding,
TriMas shall not be obligated to file a Preferred Stock Registration Statement
pursuant to this Paragraph 2 unless Industries and the Preferred Stock Holders
shall have furnished TriMas in writing all information with respect to
Industries and the Preferred Stock Holders, the Preferred Stock held by
Industries and the Preferred Stock Holders and requested to be so included, the
transaction or transactions which Industries and the Preferred Stock Holders
contemplate and each underwriter who will act for Industries and the Preferred
Stock Holders in connection therewith, that any law, rule or regulation
requires to be disclosed therein.
(iii) TriMas covenants that it will file the reports required to be
filed by it under the Securities Exchange Act of 1934, as in effect from time
to time, and the rules and regulations adopted by the Securities and Exchange
Commission thereunder, and will deliver to Industries at its request a written
statement affirming that it has complied with such requirements.
3 (a). Amendments and Waivers. This Agreement may not be amended or
terminated, nor any condition or term hereof be waived orally, but only by an
instrument in writing duly executed by the parties hereto or, in the case of a
waiver, by the party otherwise entitled to performance.
3 (b). Benefit of Agreement. This Agreement shall inure to the benefit
of and be binding upon the parties hereto, and upon their respective successors
and assigns.
3 (c). Governing Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Michigan.
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3(d). Paragraph and Other Headings. The paragraph and other headings
contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
MASCO CORPORATION TRIMAS CORPORATION
By [sig] By [sig]
-------------------- -------------------------
MASCO INDUSTRIES, INC.
By [sig]
--------------------
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[MASCO CORPORATION LETTERHEAD]
April 21, 1992
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
TriMas Corporation
▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇:
This will confirm our understanding to modify the Registration Agreement
dated December 27, 1988 among TriMas Corporation, Masco Corporation and Masco
Industries (the "Registration Agreement"). The Registration Agreement currently
limits Masco Corporation and Masco Industries from requesting more than one
registration within a period of twelve months. At the request of your
underwriters, each of Masco Corporation and Masco Industries agrees that it will
not, for a period of 120 days after the effective date of TriMas' definitive
prospectus relating to its proposed offering of Common Stock, provided that such
effective date is prior to May 15, 1992, (i) offer for sale, sell, contract to
sell or otherwise dispose of any shares of TriMas Common Stock, or (ii) exercise
any Common Stock registration rights granted to each of them in the Registration
Agreement (including but not limited to requesting registration of shares owned
by others).
In return for the foregoing, and whether or not TriMas' current
registration statement it declared effective, TriMas agrees that the
Registration Agreement is hereby modified so that if Masco Corporation or Masco
Industries requests registration of shares of TriMas Common Stock heretofore
sold to the respective executives of Masco Corporation and Masco Industries
pursuant to the Executive Agreements (as defined below), and such registration
is filed during 1992, they may also request that TriMas file not earlier than
January 1, 1993 a second registration statement covering additional such shares
of TriMas Common Stock heretofore sold pursuant to the Executive Agreements,
even if such second registration is within twelve months of the effective date
of the initial filing during 1992 (so long as such request otherwise complies
with the terms of the Registration Agreement and is made not less than 90 days
from the date of the initial such request). It is understood that if a
registration request is made in 1992 and the registration statement is for any
reason not filed during 1992, Masco Corporation or Masco Industries shall be
entitled, prior to filing, to increase the number of shares covered by such
request. All other provisions contained in the Registration Agreement
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[MASCO CORPORATION LETTERHEAD]
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
April 21, 1992
Page 2
including but not limited to those limiting registration requests are
unaffected hereby.
In connection with the foregoing, we advise you as follows:
1. All executives who have purchased TriMas stock from Masco
Corporation or Masco Industries have done so pursuant to the agreements which
shall be provided to you prior to any request for registration (the "Executive
Agreements").
2. None of the executives who have purchased TriMas stock pursuant to
the Executive Agreements have notified Masco Corporation or Masco Industries
that they wish to sell any of their TriMas stock in the immediate future.
3. The Executive Agreements currently contain restrictions on sales of
stock by the executive which do not permit the executives to sell in a
registered offering more than 50% of such executive's TriMas stock subject to
the Executive Agreements during 1992, and 75% of such stock by the end of 1993.
Masco Corporation and Masco Industries will not amend, waive or modify the
Executive Agreements to permit any sales in a registered offering in excess of
these restrictions
Please confirm TriMas' Agreement with the modifications set forth above
which will become effective upon signature as provided below.
Sincerely,
MASCO CORPORATION MASCO INDUSTRIES, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
TriMas Corporation and the Oversight Committee of its Board of Directors concur
with the foregoing.
TRIMAS CORPORATION OVERSIGHT COMMITTEE
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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AMENDMENT TO REGISTRATION AGREEMENT
This is an Amendment dated as of January 5, 1993 to a Registration
Agreement dated as of December 27, 1988 and amended as of April 21, 1992 (the
"Registration Agreement") among TriMas Corporation, a Delaware corporation
("TriMas"), Masco Corporation, a Delaware corporation ("Masco"), and Masco
Industries, Inc., a Delaware corporation ("Industries").
WHEREAS, the common stock, par value $.01 per share, of TriMas is
referred to herein as the "Common Stock";
WHEREAS, Masco and Industries have certain registration rights pursuant
to the Registration Agreement with respect to their shares of Common Stock;
WHEREAS, the Registration Agreement provides that Masco and Industries
may assign certain of their registration rights under certain circumstances to
transferees who purchase shares of Common Stock from Masco and Industries;
WHEREAS, Masco and Industries sold certain shares of Common Stock (the
"Executive Shares") to certain members of their senior management, including
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the "Executives"), pursuant to letter agreements dated
June 29, 1989 (the "Executive Letter Agreements");
WHEREAS, Masco and Industries gave the Executives certain registration
rights pursuant to the Executive Letter Agreements with respect to the
Executive Shares;
WHEREAS, TriMas, Masco, and Industries wish to amend the Registration
Agreement to alter the arrangements for registration of the Executive Shares
and to address certain other issues in connection therewith; and
WHEREAS, Masco, Industries, and the Executives are entering into
conforming amendments to the Executive Letter Agreements concurrently herewith;
NOW, THEREFORE, the parties hereto agree as follows:
A. Paragraph 1 of the Registration Agreement is hereby amended and
restated in its entirety to read as follows:
"1. Registration of TriMas Common Stock.
(a) Masco and Industries. At any time that Masco and Industries own in
the aggregate at least 20% of the outstanding Common Stock, whenever TriMas
shall receive a written request on behalf of Masco or Industries requesting
TriMas to file a registration statement under the Securities Act of 1933, as in
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effect at the relevant time (the "Securities Act"), or a comparable statement
under any similar federal statute then in effect (in either case a "Common
Stock Registration Statement"), with respect to any or all of the Common Stock
of the requesting party, TriMas shall promptly prepare and file a Common Stock
Registration Statement covering the Common Stock requested to be registered and
any other Common Stock of Masco or Industries or of registered holders (other
than the Executives) who acquired such Common Stock from Masco or Industries
and who have obtained a written agreement from Masco or Industries to
participate hereunder (which agreement shall have been filed with TriMas),
which, upon inquiry to be then made of Masco, Industries, and all such other
holders by TriMas, is requested by such holders ("the Common Stock Holders")
to be included therein, and use its best efforts to cause the Common Stock
Registration Statement to become effective and remain effective for the period
required to permit the public offering and sale of the Common Stock covered
thereby; provided, however, that (i) TriMas shall not be obligated to make any
such filing with respect to less than 600,000 shares of Common Stock (as
adjusted from time to time for stock splits, dividends and similar events after
the date of this amendment), (ii) TriMas shall not be obligated to make any
such filing within 12 months after the effective date of the next preceding
filing made pursuant to this Paragraph 1(a), (iii) TriMas may elect to defer,
for a period not exceeding a total of 90 days, the filing of any such Common
Stock Registration Statement if in its good faith judgment pending or
prospective business developments justify a temporary delay, and (iv) TriMas
shall not be obligated to effect any "shelf" registration pursuant to this
Paragraph 1(a). All expenses (other than fees and expenses of any underwriters
and counsel to Masco, Industries, and the Common Stock Holders) in connection
with any registration undertaken by TriMas pursuant to this Paragraph 1(a)
shall be borne by TriMas. Either Masco or Industries, as determined by which of
them first requests the filing of each Common Stock Registration Statement,
shall be deemed to be the representative of the other and of all other Common
Stock Holders, with full authority to select a managing underwriter, withdraw
or abandon the Common Stock Registration Statement, and make comparable
decisions on behalf of the other and of all other Common Stock Holders after
reasonable consultation therewith.
(b) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇. If TriMas shall receive a written request on
behalf of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ on or before June 30, 1996 requesting TriMas to
file a Common Stock Registration Statement with respect to any or all of the
Executive Shares which he purchased under his Executive Letter Agreements,
TriMas shall promptly prepare and file a Common Stock Registration Statement
covering the Executive Shares requested to be registered, and use its best
efforts to cause the Common Stock Registration Statement to become effective
and remain effective for the period required to permit the public offering and
sale of the Executive Shares covered thereby; provided, however, that (i)
TriMas shall not be obligated
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to make any such filing with respect to less than 600,000 Executive Shares (as
adjusted from time to time for stock splits, dividends and similar events after
the date of this amendment), (ii) TriMas shall not be obligated to make more
than one such filing pursuant to this Paragraph 1(b), (iii) TriMas may elect to
defer, for a period not exceeding a total of 90 days, the filing of any such
Common Stock Registration Statement if in its good faith judgment pending or
prospective business developments justify a temporary delay, and (iv) TriMas
shall not be obligated to effect any "shelf" registration pursuant to this
Paragraph 1(b). All expenses (other than fees and expenses of any underwriters
and counsel to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇) in connection with any registration
undertaken by TriMas pursuant to this Paragraph 1(b) shall be borne by TriMas.
(c) Other Executives. Promptly on or after the date of this Amendment,
TriMas shall prepare and file a Common Stock Registration Statement covering
645,000 Executive Shares (as adjusted from time to time for stock splits,
dividends and similar events after the date of this amendment) owned by the
Executives other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (with such shares to be registered
allocated among such Executives according to the number of shares each such
Executive purchased under his Executive Letter Agreement), and shall use its
best efforts to cause the Common Stock Registration Statement to become
effective as soon as possible. Furthermore, on or before December 31, 1993,
TriMas shall prepare and file a Common Stock Registration Statement covering an
additional 215,000 Executive Shares (as adjusted from time to time for stock
splits, dividends and similar events after the date of this amendment) owned by
the Executives other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (with such shares to be
registered allocated among such Executives according to the number of shares
each such Executive purchased under his Executive Letter Agreement), and shall
use its best efforts to cause the Common Stock Registration Statement to become
effective as soon as possible thereafter; provided, however, that TriMas may
elect to defer, for a period not exceeding a total of 90 days, the filing of
such Common Stock Registration Statement if in its good faith judgment pending
or prospective business developments justify a temporary delay. TriMas shall
use its best efforts to keep each such Common Stock Registration Statement
effective and in compliance with the Securities Act on a continuous basis
(i.e., a "shelf" registration), and to provide the Executives with prospectuses
and prospectus supplements in compliance with the Securities Act as may be
required from time to time, until the earlier of (A) June 30, 1996 or (B) the
date when none of the Executives retains any of the Common Stock registered
thereunder. All expenses (other than fees and expenses of counsel to the
Executives) in connection with the initial registration pursuant to this
Paragraph 1(c) shall be borne by TriMas. All expenses in connection with the
second registration pursuant to this Paragraph 1(c) shall be borne by Masco and
Industries on behalf of their respective Executives, allocated among such
Executives and ultimately between Masco and Industries
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according to the number of shares each such Executive is registering, except
that TriMas will bear normal accounting expenses (e.g., consents). Any
Executive who proposes to sell any shares of Common Stock under a Common Stock
Registration Statement pursuant to this Paragraph 1(c) shall notify the Vice
President - General Counsel or the Vice President - Investments of Masco, who in
turn shall notify the President (or, if the President is absent or unavailable,
any Vice President) of TriMas, and the Executive will not consummate such sale
until the President or a Vice President of TriMas has been notified (or if more
than 10 days have elapsed since the last such notice was given); provided,
however, that following a "Change in Control" of Masco (as defined in the
Executive Letter Agreements) such Executive may notify the President (or, if
the President is absent or unavailable, any Vice President) of TriMas directly.
TriMas will have the right at any time to suspend all sales of Executive Shares
under this Paragraph 1(c), for a period not exceeding a total of 90 days, by
notice to Masco, Industries, and the Executives (with a copy to the Vice
President - General Counsel of Masco) if in its good faith judgment the
relevant prospectus contains an untrue statement of a material fact, or omits
to state a material fact necessary in order to make the statements made, in the
light of the circumstances under which they were made, not misleading. The
Executives shall sell their Executive Shares under the Common Stock
Registration Statements pursuant to this Paragraph 1(c) only in accordance with
the terms of the related prospectuses and any prospectus supplements, and shall
not sell any Executive Shares pursuant to any such Common Stock Registration
Statement while any suspension of sales thereunder is in effect.
(d) Registration Procedures.
(i) Whenever TriMas shall file a Common Stock Registration Statement
pursuant to this Paragraph 1, TriMas shall (A) thereafter, for such period of
time as shall be required in connection with the transactions contemplated
thereby and permitted by applicable rules, regulations, and administrative
practice, file all post-effective amendments and supplements thereto and all
filings under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), that are necessary or appropriate so that neither the Common Stock
Registration Statement nor any related prospectus shall contain any material
misstatement or omission relative to TriMas or any of its assets or its
business or affairs and so that the Common Stock Registration Statement and
such prospectus will otherwise comply with all applicable legal requirements,
(B) furnish to Masco, Industries, the Executives, and the other Common Stock
Holders such number of copies of the Common Stock Registration Statement and
any related preliminary prospectus, prospectus, post-effective amendment, or
supplement as Masco, Industries, the Executives, and the other Common Stock
Holders reasonably may request, and (C) take all action that may be necessary
under the securities or Blue Sky laws of any state and as
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reasonably may be requested by any of Masco, Industries, the Executives, and
the other Common Stock Holders to permit the public offering and sale of the
Common Stock covered by the Common Stock Registration Statement; provided,
however, that in no event shall TriMas be obligated to qualify to do business
in any jurisdiction where it is not now qualified or to take any action which
would subject it to service of process in suits, other than those arising out
of the offering or sale of the Common Stock, in any jurisdiction where it is
not now subject; provided, further, that the obligations of TriMas under this
clause (i) shall be subject to the provisions of the next to last sentence of
Paragraph 1(c) above.
(ii) In connection with any such Common Stock Registration Statement,
TriMas shall deliver to Masco, Industries, the Executives, and the other Common
Stock Holders and any underwriters acting for them such indemnities,
contribution agreements, opinions of counsel, and letters of independent public
accountants as are then customarily given to underwriters of registered public
offerings and selling security holders. Masco, Industries, the Executives, and
the other Common Stock Holders and any underwriters acting for them shall
deliver to TriMas such indemnities, contribution agreements, and opinions as
are then customarily given to issuers of registered public offerings.
(iii) Anything in this Agreement to the contrary notwithstanding,
TriMas shall not be obligated to file a Common Stock Registration statement
pursuant to this Paragraph 1, or to permit such Common Stock Registration
Statement to become effective if filed, unless Masco, Industries, the
Executives, and the other Common Stock Holders shall have furnished TriMas in
writing all information with respect to the Common Stock Holders, the Common
Stock held by the Common Stock Holders and requested to be so included, the
transaction or transactions which the Common Stock Holders contemplate, and
each underwriter who will act for the Common Stock Holders in connection
therewith, that any law, rule, or regulation requires to be disclosed therein.
(iv) TriMas covenants that it will file on a timely basis the reports
required to be filed by it under the Exchange Act, and the rules and
regulations adopted by the Securities and Exchange Commission thereunder, and
will deliver to Masco and Industries at their request a written statement
affirming that it has complied with such requirements."
B. Except as provided herein, the Registration Agreement shall remain
in full force and effect and not otherwise be modified or affected by the
provisions hereof. This Amendment to Registration Agreement may be executed in
multiple counterparts.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment to
Registration Agreement as of the date first set forth above.
MASCO CORPORATION MASCO INDUSTRIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chairman Chairman
TRIMAS CORPORATION TRIMAS OVERSIGHT COMMITTEE
By: By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
15
IN WITNESS WHEREOF, the undersigned have executed this Amendment to
Registration Agreement as of the date first set forth above.
MASCO CORPORATION MASCO INDUSTRIES, INC.
By: By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chairman Chairman
TRIMAS CORPORATION TRIMAS OVERSIGHT COMMITTEE
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------- ----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
16
AMENDMENT TO REGISTRATION AGREEMENT
This is an Amendment dated as of May 26, 1994 to a Registration
Agreement dated as of December 27, 1988 and amended as of April 21, 1992 and
January 5, 1993 (the "Registration Agreement") among TriMas Corporation, a
Delaware corporation ("TriMas"), Masco Corporation, a Delaware corporation
("Masco"), and MascoTech, Inc. (formerly Masco Industries, Inc.), a Delaware
corporation ("Industries").
WHEREAS, the common stock, par value $.01 per share, of TriMas is
referred to herein as the "Common Stock";
WHEREAS, Masco and Industries have certain registration rights pursuant
to the Registration Agreement with respect to their shares of Common Stock;
WHEREAS, the Registration Agreement provides that Masco and Industries
may assign certain of their registration rights under certain circumstances to
transferees who purchase shares of Common Stock from Masco and Industries;
WHEREAS, Masco and Industries sold certain shares of Common Stock (the
"Executive Shares") to certain members of their senior management (the
"Executives"), including ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, pursuant to letter agreements
dated June 29, 1989 (the "Executive Letter Agreements");
WHEREAS, Masco and Industries gave the Executives certain registration
rights pursuant to the Executive Letter Agreements with respect to the
Executive Shares;
WHEREAS, TriMas, Masco, and Industries wish to amend the Registration
Agreement to alter the arrangements for registration of the Executive Shares
owned by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; and
WHEREAS, Masco, Industries and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ are entering into
conforming amendments to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇'▇ Executive Letter Agreements
concurrently herewith.
NOW, THEREFORE, the parties hereto agree as follows:
A. Paragraph 1(b) of the Registration Agreement is hereby amended and
restated in its entirety to read as follows:
"(b) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇. Promptly on or after the date of this
Amendment, TriMas shall prepare and file a Common Stock Registration Statement
covering all of the Executive Shares which ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ purchased under
his Executive Letter Agreements (as adjusted from time to time for stock
splits, dividends and similar events) and shall use its best efforts to cause
the Common Stock Registration Statement to become effective as soon as
17
possible. TriMas shall use its best efforts to keep such Common Stock
Registration Statement effective and in compliance with the Securities Act on a
continuous basis (i.e., a "shelf" registration), and to provide ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ with prospectuses and prospectus supplements in compliance with the
Securities Act as may be required from time to time, until the earlier of (A)
June 30, 1996 or (B) the date when ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ceases to own any of
the Common Stock registered thereunder. All expenses (other than fees and
expenses of counsel to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇) in connection with such
registration pursuant to this Paragraph 1(b) shall be borne by TriMas. If
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ proposes to sell any shares of Common Stock under such
Common Stock Registration Statement pursuant to this Paragraph 1(b), he shall
notify the Vice President - General Counsel or the Vice President - Investments
of Masco, who in turn shall notify the President (or, if the President is
absent or unavailable, any Vice President) of TriMas, and he shall not
consummate such sale until the President or a Vice President of TriMas has been
notified (or if more than 10 days have elapsed since the last such notice was
given); provided, however, that following a "Change in Control" of Masco (as
defined in the Executive Letter Agreement) he may notify the President (or, if
the President is absent or unavailable, any Vice President) of TriMas directly.
TriMas will have the right at any time to suspend all sales of Executive Shares
under this Paragraph 1(b), for a period not exceeding a total of 90 days, by
notice to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ if in its good faith judgment the relevant
prospectus contains an untrue statement of a material fact, or omits to state a
material fact necessary in order to make the statements made, in the light of
the circumstances under which they were made, not misleading. ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ shall sell his Executive Shares under the Common Stock Registration
Statement pursuant to this Paragraph 1(b) only in accordance with the terms of
the related prospectus and any prospectus supplements, and shall not sell any
Executive Shares pursuant to such Common Stock Registration Statement while any
suspension of sales thereunder is in effect. In lieu of a Common Stock
Registration Statement, TriMas at its option may utilize a prospectus or
prospectus supplement under its currently effective shelf registration
statement, in which event the rights and obligations with respect thereto shall
be the same as if TriMas had filed a Common Stock Registration Statement."
B. Except as provided herein, the Registration Agreement shall remain
in full force and effect and not otherwise be modified or affected by the
provisions hereof. This Amendment to Registration Agreement may be executed in
multiple counterparts.
-2-
18
IN WITNESS WHEREOF, the undersigned have executed this Amendment to
Registration Agreement as of the date first set forth above.
MASCO CORPORATION MASCOTECH, INC.
By By ____________________________
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chairman Chairman
TRIMAS CORPORATION TRIMAS OVERSIGHT COMMITTEE
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------- ----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
By ____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-3-
19
IN WITNESS WHEREOF, the undersigned have executed this Amendment to
Registration Agreement as of the date first set forth above.
MASCO CORPORATION MASCOTECH, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chairman Chairman
TRIMAS CORPORATION TRIMAS OVERSIGHT COMMITTEE
By By
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-3-
20
AMENDMENT TO REGISTRATION AGREEMENT
This is an Amendment dated as of May 15, 1996 to a Registration
Agreement dated as of December 27, 1988 and amended as of April 21, 1992,
January 5, 1993 and May 26, 1994 (the "Registration Agreement") among TriMas
Corporation, a Delaware corporation ("TriMas"), Masco Corporation, a Delaware
corporation ("Masco"), and MascoTech, Inc. (formerly Masco Industries, Inc.), a
Delaware corporation ("Industries").
WHEREAS, TriMas, Masco, and Industries wish to amend the Registration
Agreement to alter the arrangements for registration of the Executive Shares
owned by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇.
NOW, THEREFORE, the parties hereto agree as follows:
A. The second sentence of Paragraph l(b) of the Registration Agreement
is hereby amended by deleting the year "1996" and by substituting therefor the
year "1997".
B. Except as provided herein, the Registration Agreement shall remain
in full force and effect and not otherwise be modified or affected by the
provisions hereof. This Amendment to Registration Agreement may be executed in
multiple counterparts.
IN WITNESS WHEREOF, the undersigned have executed this Amendment to
Registration Agreement as of the date first set forth above.
MASCO CORPORATION MASCOTECH, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chairman Chairman
TRIMAS CORPORATION TRIMAS OVERSIGHT COMMITTEE
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
21
ACKNOWLEDGMENT
I acknowledge that the Letter Agreements with each of Masco Corporation and
MascoTech, Inc. dated as of June 29, 1989 are amended to conform with the
Registration Agreement, as amended, and that the Letter Agreements shall
otherwise continue in full force and effect.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇