Exhibit (c)(11)
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 2 dated as of January 13, 1998 to the Agreement
and Plan of Merger dated as of December 10, 1997 as amended by Amendment No. 1
dated as of December 15, 1997 (the "Agreement") among TriMas Corporation, a
Delaware corporation (the "Company"), MascoTech, Inc., a Delaware corporation
("Buyer"), and MascoTech Acquisition, Inc., a Delaware corporation and a
wholly owned subsidiary of Buyer ("Merger Sub").
WHEREAS, the parties hereto desire to amend the Agreement as
set forth below to effectuate the transfer of the Shares owned by Buyer to
Merger Sub.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1.01. Defined Terms; References. Unless otherwise
specifically defined herein, each term used herein which is defined in the
Agreement has the meaning assigned to such term in the Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other
similar reference contained in the Agreement shall, after this Amendment
becomes effective, refer to the Agreement as amended hereby.
Section 1.02. Amendment of Section 5.01 of the Agreement. The
last sentence of Section 5.01 of the Agreement is hereby replaced and amended
in its entirety to read in full as follows:
Since the date of its incorporation, Merger Sub has not
engaged in any activities other than in connection with or
as contemplated by this Agreement or in connection with
arranging any financing required to consummate the
transactions contemplated hereby and except that it is
contemplated that immediately prior to the Effective Time,
NI Industries, Inc., a Delaware corporation and a wholly
owned subsidiary of Buyer ("NI Industries"), shall be merged
with and into Merger Sub in accordance with the Delaware
Law, whereupon the separate existence of NI Industries shall
cease, and Merger Sub shall be the surviving corporation.
Section 1.03. Amendment of Section 11.12 of the Agreement.
Section 11.12 of the Agreement shall be amended to include NI Industries as a
term defined in Section 5.01 of the Agreement.
Section 1.04. Representations of Each Party. Each party
represents and warrants that (i) the execution, delivery and performance of
this Amendment by such party have been duly authorized by all necessary
corporate action (including, in the case of the Company, the approval of the
Company Special Committee) and (ii) this Amendment constitutes a valid and
binding agreement of such party.
Section 1.05. Governing Law. This Amendment shall be
construed in accordance with and governed by the laws of the State of
Delaware.
Section 1.06. Counterparts; Effectiveness. This Amendment
may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument. This Amendment shall become effective when each
party hereto shall have received counterparts hereof signed by all of the
other parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be duly executed by their respective authorized officers as of the day
and year first above written.
TRIMAS CORPORATION
By: /s/ Xxxxx X. XxXxxxxx
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Name: Xxxxx X. XxXxxxxx
Title: Vice President - Treasurer
MASCOTECH, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
MASCOTECH ACQUISITION, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President and Treasurer
