Item 4.01. Changes in Registrant's Certifying Accountant.
The Audit Committee of the Board of Directors (the "Audit Committee") of TriMas
Corporation (the "Company") has approved the dismissal of KPMG LLP ("KPMG") as
the Company's independent registered public accounting firm upon completion of
both (i) KPMG's review of the Company's consolidated financial statements for
the three-months ending March 31, 2013 and (ii) the engagement of a new
independent registered public accounting firm. On February 28, 2013, the Company
notified KPMG that the Audit Committee intends to conduct a competitive process
to select a firm to serve as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2013.
KPMG's audit reports on the Company's consolidated financial statements as of
and for the fiscal years ended December 31, 2012 and 2011 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles. The audit reports of KPMG
on the effectiveness of internal control over financial reporting as of December
31, 2012 and 2011, respectively, did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles, except that the audit report of KPMG on
the effectiveness of internal control over financial reporting as of December
31, 2012 contained an explanatory paragraph stating that the Company acquired
Arminak & Associates, LLC ("Arminak") during 2012 and management excluded from
its assessment of the effectiveness of TriMas Corporation's internal control
over financial reporting as of December 31, 2012, Arminak's internal control
over financial reporting associated with total assets of $102.2 million, which
represented 9.0% of the Company's consolidated assets at December 31, 2012, and
net sales of $65.9 million, which represented 5.2% of the Company's consolidated
total net sales for 2012. KPMG's audit of internal control over financial
reporting of the Company also excluded an evaluation of the internal control
over financial reporting of Arminak.
During the fiscal years ended December 31, 2012 and 2011, there were (i) no
disagreements between the Company and KPMG on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of KPMG,
would have caused KPMG to make reference to the subject matter of the
disagreement in their reports on the financial statements for such years, and
(ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
The Company provided KPMG with a copy of the disclosures it is making in this
Current Report on Form 8-K (the "Report") prior to the time the Report was filed
with the Securities and Exchange Commission (the "SEC"). The Company requested
that KPMG furnish a letter addressed to the SEC stating whether or not it agrees
with the statements made herein. A copy of KPMG's letter dated March 6, 2013 is
attached as Exhibit 16.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
16.1 Letter of KPMG LLP dated March 6, 2013