Item 1.01 Entry into a Material Definitive Agreement.
TriMas Corporation (the "Corporation") entered into an Underwriting Agreement (the "Underwriting Agreement") dated as of February 27, 2013 by and among the Corporation, Heartland Industrial Associates, L.L.C. ("Heartland") and Goldman, Sachs & Co. (as "Underwriter"), related to the sale by Heartland of an aggregate of 1,500,000 shares of the Corporation's common stock (the "Offering"). The Offering is being made pursuant to the Corporation's Registration Statement on Form S-3 (Registration No. 333-172525), which was previously filed with the Securities and Exchange Commission. The Corporation will not receive any of the proceeds from the sale of the shares of the Corporation's common stock by Heartland.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The above description is qualified in its entirety by reference to such exhibit. Item 8.01 Other Events.
On February 27, 2013, the Corporation announced that Heartland agreed to sell 1,500,000 shares of the Corporation's common stock to Goldman, Sachs & Co. The Corporation will not receive any of the proceeds from the sale of the shares of the Corporation's common stock by Heartland and the total number of the outstanding shares of the Corporation's common stock will not change as a result of this offering.
The information furnished pursuant to this Item 8.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Corporation under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished or filed, as applicable, herewith:

Exhibit No. Description 1.1 Underwriting Agreement 99.1 Press Release dated February 27, 2013

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