Industrial Specialties.     Net sales increased by $8.6 million or 4.1%. Sales increases at Compac, Norris Cylinder and Arrow Engine were offset by a sales decrease of $2.1 million at Lamons and other sales decreases of $0.7 million in our remaining Industrial Specialties businesses. Overall, sales in the Industrial Specialties segment benefited from improved demand for our products across the commercial construction, energy and petrochemical, general industrial and defense markets, beginning during the second quarter of 2003 and continuing through the end of year. This was partially offset by reduced demand for our specialty gasket products provided to the energy and petrochemical sectors during the first quarter of 2003.

Gross profit margins at Industrial Specialties increased slightly from 24.7% in 2002 to 25.0% in 2003. Operating improvements and cost reduction initiatives, combined with $0.8 million of lower depreciation charges more than offset the impact of higher operating costs and $2.2 million of increased lease expense between years.

Selling, general and administrative expenses at Industrial Specialties increased by $5.1 million between years. This increase was due to $1.4 million of severance and other costs primarily resulting from the restructuring of Lamons' branch distribution network, as well as $1.0 million in higher costs resulting from the formation of an Industrial Specialties group office. We also recorded a $2.5 million non-cash charge to write-off customer intangibles as our Lamons and Compac business units no longer maintain a sales relationship with several customers as a result of business or other financial considerations.

During 2003, the Industrial Specialties segment also recorded a non-cash goodwill impairment charge of approximately $7.6 million related to the group's precision cutting tools business.

Operating profit margins at Industrial Specialties declined from 11.2% in 2002 to 6.2%, reflecting a decline of $9.9 million due primarily to the $7.6 million non-cash goodwill impairment charge, a $2.5 million write-off of customer-related intangibles, and $2.4 million of expenses related to plant consolidations, offset by increased margins earned on higher sales between years.

Fastening Systems.    Net sales decreased by $8.5 million, or 5.7%, as a result of lower sales in our small diameter fastener business of $6.5 million and other fastener sales declines of $2.0 million. The decline in sales between years reflected continued weakness in demand for our fastener products in the general distribution and industrial products channels and continued price pressure on small diameter products. Sales within our aerospace fastener business were approximately flat with the prior year.

Gross profit margin at Fastening Systems decreased from 14.8% to 13.8% as higher gross margins in our aerospace fasteners business and ongoing cost reduction initiatives were more than offset by increased costs associated with plant closure and consolidation activities within our Lake Erie Products business. Gross profits decreased a net $2.6 million between years. Of this amount, $1.2 million was due to lower sales volumes and $3.5 million was attributed to higher lease expense related to leasing of operating facilities and equipment, which was offset by approximately $0.9 million in lower depreciation charges as a result of leasing such assets and $0.9 million of lower costs related to plant closure and consolidation activities and other charges. Within our Lake Erie Products business, we incurred approximately $6.3 million of expenses related to the closure of our Lakewood, Ohio, facility and consolidation of operations into our facilities in Wood Dale, Illinois and Frankfort, Indiana. Such expenses included $2.1 million of employee termination and pension curtailment costs at our Lakewood, Ohio facility, $1.0 million of equipment move costs, and an estimated $2.8 million attributed to lower productivity as a result of ongoing integration activities. We also incurred a $0.2 million charge to write-off excess inventory at our Fittings business. This compares to expenses of $7.2 million in 2002 related primarily to the non-cash write-off of excess and obsolete inventory in our small diameter fastener business in Wood Dale, Illinois. Lease expense increased by $3.5 million over the prior year which was partially offset by $0.9 million of lower depreciation charges between years.

Selling, general and administrative expenses at Fastening Systems increased by $6.9 million in 2003 as compared with 2002. This increase resulted primarily from a $5.4 million non-cash writeoff related to customer intangibles because Lake Erie Products no longer maintains a sales relationship with two customers. The remaining $1.5 million net increase between years is due to formation of a Fastening Systems segment office ($0.9 million) and other costs of $2.9 million related to severance of office and clerical personnel at Lakewood and employee training at our Wood Dale and Frankfort facilities, offset by an approximate $2.3 million decrease in recurring selling, general and administrative costs as a result of the workforce reduction and related restructuring actions.

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Overall, operating profit declined by $9.5 million between years, resulting in an operating loss of $5.4 million, due primarily to increased expenses of $9.3 million from the closure of our Lakewood facility and related plant integration activities and the $5.4 million non-cash customer intangible impairment charge.

Corporate Expenses and Management Fees.    General and administrative expense at a corporate level increased by $9.1 million in 2003 as a result of the increased costs associated with establishing a stand alone corporate office. This increase consists of $3.7 million of higher operating costs and amounts paid to Metaldyne under a shared services agreement (which expired on December 31, 2003), $1.7 million of employment related costs, $1.9 million related to a full year of the Heartland monitoring fee ($1.0 million per quarter plus expenses), $1.3 million in non-recurring severance costs, and $0.5 million related to legacy restricted stock expense. The legacy stock awards expired on December 31, 2003 and the final payments under this program occurred in January 2004.

Interest Expense.    Interest expense increased by $4.0 million in 2003 due to the issuance of $85.0 million of senior subordinated notes in December 2002, additional term loan borrowings of $75.0 million in June 2003 incurred to finance the HammerBlow and Highland acquisitions, and increased amortization of debt issue costs resulting from fees paid with respect to amendments of our bank credit agreement. The increase between years was partially offset by interest expense allocated to us by Metaldyne during the first five months of 2002.

Other Expense, Net.    Other expense, net increased by $20.4 million between years principally due to a net loss of $18.1 million incurred on sale-leaseback transactions related to property and equipment.

Income taxes.    For 2003, we recorded a net tax benefit of $5.6 million on a reported pre-tax loss of $36.5 million. The tax benefit associated with our domestic pre-tax loss for Federal purposes was offset by tax expense incurred on foreign income and to a lesser extent at the state level. In addition, no tax benefit was recorded related to the goodwill impairment as such impairment is non-deductible. We also reported an additional $3.1 million of tax expense related to unremitted earnings at one of our Canadian subsidiaries as these earning were no longer considered permanently reinvested. In 2002, we reported a higher effective tax rate due primarily to the higher proportion of foreign earnings relative to the overall domestic pre-tax loss.

    Year Ended December 31, 2002 Compared with Year Ended December 31, 2001

The principal factors impacting us during the year ended December 31, 2002 compared with the year ended December 31, 2001 were the mixed effects of consumer demand across our diverse product base and the negative financial statement impact of the cumulative effect on prior years of a change in recognition and measurement of goodwill impairment.

Net sales increased by $1.9 million, or approximately 0.3% in 2002 from 2001. Net sales for Cequent and Rieke increased by 6.7% and 3.6%, respectively. The increases were due to greater demand for these segments' products, primarily in North America. These increases were offset by a 4.3% and 6.3% decline in net sales for Industrial Specialties and Fastening Systems. The reduction in net sales within the Fastening Systems and Industrial Specialties segments was due to continued reduced demand for our industrial fastener products and reduced demand for our specialty gasket and engine products provided to the energy sector. We also experienced weaker demand for some of our other industrial products because some of our customers utilized their excess inventories in lieu of making new purchases.

Gross profit margins (gross profit as a percentage of sales) declined slightly from 26.9% to 25.9% or $6.8 million in 2002 as compared with 2001. The decline was principally attributable to a decline in gross profit at our Fastening Systems segment from 21.0% to 14.8% in 2002 which was the result primarily of $7.7 million of excess and obsolete inventory and other charges related to business restructuring activities.

Operating profit margins approximated 9.3% and 9.2% in the years ended December 31, 2002 and 2001, respectively. Operating profit for 2002 was impacted by an incremental $13.3 million of costs and charges consisting of $8.5 million of non-cash charges related primarily to excess and obsolete inventory and cash charges of $4.8 million for restructuring activities, and $1.9 million of increased lease expense. These costs and charges were partially offset by the favorable $4.4 million impact of our cost reduction activities in our operating segments, and the $1.0 million favorable mix on slightly increased net sales. In

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addition, operating profit for 2002 was impacted by the elimination of $13.6 million of goodwill amortization. This benefit was offset by increased costs associated with our separation from Metaldyne. These increased costs principally include increased legal and audit fees and management fees payable to Heartland and Metaldyne.

Rieke Packaging Systems.    Net sales at Rieke for 2002 increased by $3.8 million, or approximately 3.6%, compared with 2001. Rieke experienced greater demand for its products in North America which overcame slightly lower year-over-year sales during the first quarter as a result of softness experienced in its European operations. Rieke's gross profit margin improved by 1.7% to 37.7%, due in part to cost reduction initiatives. Selling, general and administrative expense was 12.9% of net sales in 2002 as compared with 15.5% in the prior year. This reduction is attributed to the elimination of goodwill amortization. Operating profit margin at Rieke increased from 20.5% to 24.7% for 2002 and benefited from a $1.2 million favorable impact related to increased sales and $1.0 million favorable impact from lower operating costs. These improvements were partially offset by $1.0 million of restructuring charges and operating lease expense. In addition, Rieke's operating profit for 2002 benefited from $4.1 million of reduced depreciation and amortization, principally related to the elimination of goodwill amortization in 2002.

Cequent Transportation Accessories.    Net sales for Cequent increased by $17.7 million or 6.7% compared to 2001. This increase was due to greater demand for Cequent's products, primarily in North America. Cequent's gross profit margin was 28.2% of net sales and essentially flat with 28.6% in the prior year. Selling, general and administrative expense was 17.0% of net sales as compared to 19.2% in the prior year, and this reduction was due primarily to the elimination of goodwill amortization. Cequent's operating profit increased by approximately $7.0 million in 2002 compared to the prior year as 2002 benefited from a favorable impact of $2.9 million related to higher sales volumes and a $3.6 million favorable impact as a result of lower operating costs. These items were partially offset by $4.0 million of charges related to restructuring activities and $0.7 million of lease expense related to operating leases for a new facility and some machinery and equipment. In addition, Cequent's operating profit for the year benefited from $5.3 million of reduced depreciation and amortization, principally related to the elimination of goodwill amortization.

Industrial Specialties.    Net sales at Industrial Specialties declined by $9.5 million to $209.3 million. This decrease in sales between years reflects reduced demand for our specialty gasket and engine products provided to the energy sector, as our Lamons and Arrow Engine operations experienced year over year declines which contributed to this sales decrease. This was offset by higher sales of our ordnance products in our defense business. We also experienced weaker demand for some of our other industrial products because some of our customers utilized their excess inventories in lieu of making new purchases. Gross profit margins were essentially flat year over year (24.7%, compared to 24.9%) and the decline in gross profit was due to lower sales volumes. Selling, general and administrative expense declined by $5.6 million in 2002 to 13.5% of net sales as compared to 15.4% in 2001, and this reduction is attributed to cost reduction initiatives and elimination of goodwill amortization. For the year, operating profit improved $2.9 million, net for the year as the benefits of reduced goodwill amortization were offset by restructuring costs of $1.9 million and lower sales volumes between years.

Fastening Systems.    Net sales at Fastening Systems for 2002 declined by $10.1 million, as compared with 2001, to $149.5 million. Approximately $4.2 million of that sales decline was due to reduced demand for fasteners in the aerospace channel, $3.4 million due to reduced demand for our large diameter fastener products and approximately $3.3 million due to reduced demand for our small diameter industrial fastener products, offset by a $0.8 million sales increase in our Fittings automotive business. Gross profit declined $11.4 million due to $7.7 million of non-cash charges related primarily to the write-off of excess and obsolete inventory and $1.5 million lower margin due to reduced sales volumes between years and lesser absorption of fixed costs due to reduced operating leverage. Selling, general and administrative expense was $3.2 million lower in the current year due to elimination of goodwill amortization. Overall, operating profit at Fastening Systems declined $8.2 million from the prior year as a result of lower sales volumes and $7.7 million of other charges due primarily to inventory write-offs, offset by lower depreciation and amortization related principally to the elimination of goodwill amortization.

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Corporate Expenses and Management Fees.    Corporate expenses increased $6.1 million as a result of increased costs associated with our separation from Metaldyne. Such costs principally include $2.7 million of incremental employment and operating costs for the establishment of a corporate office and amounts paid to Metaldyne under a shared services arrangement (previously considered part of the Metaldyne management fee) and $2.8 million of management fees and expenses paid to Heartland.

Other Expense, Net.    Other income (expense), net for the year ended December 31, 2002 was net expense of $64.9 million compared with net expense of $77.9 million for the year ended December 31, 2001. The reduction of $13.0 million is primarily due to a reduction in interest expense resulting from a lower net investment and advances balance with Metaldyne in 2002 and the impact of lower total indebtedness resulting from the June 6, 2002 transactions.

Income Taxes.    For 2002, we recorded a net tax expense of $2.8 million on reported pre-tax income of $4.7 million. The tax benefit associated with our domestic pre-tax loss for Federal purposes was offset by tax expense incurred on foreign income and, to a lesser extent, tax expense in certain state tax jurisdictions. In 2001, we reported a higher effective tax rate due primarily to the effect of adopting SFAS No. 142 and its resulting cessation of goodwill amortization.

Liquidity and Capital Resources

Cash Flows

Cash provided by operating activities for the year ended December 31, 2003 was approximately $41.4 million as compared to cash used in operating activities for the year ended December 31, 2002 of approximately $22.0 million. Working capital invested in operations for the year ended December 31, 2003 decreased $7.2 million as compared to the year ended December 31, 2002, primarily due to increased accounts payable levels.

Cash used for investing activities increased to approximately $161.3 million for the year ended December 31, 2003 compared to $39.1 million in 2002 principally due to funds used to consummate the HammerBlow, Highland and Fittings acquisitions in 2003. Capital expenditures were $31.7 million for the year ended December 31, 2003, as compared to $34.0 million for the year ended December 31, 2002.

Cash provided by financing activities was $26.3 million for the year ended December 31, 2003 compared to $157.8 million for the year ended December 31, 2002. This decrease is principally due to funds provided as a result of the June 6, 2002 transactions, and the additional issuance of senior subordinated notes.

In the first quarter of 2003, we completed the acquisitions of HammerBlow and Highland. We made an initial $9.0 million investment in HammerBlow in November 2002. The incremental combined acquisition price for HammerBlow and Highland of approximately $209.7 million (before realization of proceeds from completed asset sales) was funded with $63.3 million of net proceeds from the issuance of additional 9 7/8% senior subordinated notes due 2012, $30.0 million of cash equity received from Heartland, the issuance of a $7.5 million deferred note that was repaid in January 2004, and the balance from borrowings under our revolving credit facility and accounts receivable securitization facility.

On May 9, 2003, we completed the Fittings acquisition for approximately $22.7 million on a debt-free basis. The transaction was funded by a combination of borrowings under our revolving credit facility and a $5.0 million cash equity contribution by Heartland. Fittings had 2002 revenues of approximately $16.7 million.

Our Debt and Other Commitments

Our credit facility includes a $150.0 million revolving credit facility and a $335.0 million term loan facility (of which $291.8 million was outstanding as of December 31, 2003). Up to $100.0 million of our revolving credit facility is available to be used for one or more permitted acquisitions. Our credit facility also provides for an uncommitted $125 million incremental term loan facility that, subject to certain conditions, is available to fund one or more permitted acquisitions. Amounts drawn under our revolving credit facility fluctuate daily based upon our working capital and other ordinary course needs. Availability

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under our revolving credit facility depends upon, among other things, compliance with our credit agreement's financial covenants. Another important source of liquidity is our $125.0 million accounts receivable securitization facility, under which we have the ability to sell eligible accounts receivable to a third-party multi-seller receivables funding company. At December 31, 2003, we had no amounts outstanding under our accounts receivable facility and $49.0 million was available based on eligible receivables. We had no amounts outstanding under our revolving credit facility and had an additional $124.0 million available under our revolving credit facility, after giving effect to approximately $26.0 million of letters of credit issued to support our ordinary course needs. At December 31, 2003, we had $6.8 million of available cash and after consideration of leverage restrictions contained in our credit facility we had approximately $121 million of borrowing capacity for general corporate purposes.

Principal payments required on the term loan are: $0.7 million due each calendar quarter ending through June 30, 2009, $134.0 million due on September 30, 2009 and $141.8 million due on December 31, 2009.

Our credit facility is guaranteed on a senior secured basis by us and all of our domestic subsidiaries, other than our special purpose receivables subsidiary, on a joint and several basis. In addition, our obligations and the guarantees thereof are secured by substantially all the assets of us and the guarantors.

We have other cash commitments related to leases, of which many are sale-leaseback transactions. All proceeds of sale-leaseback transactions were utilized for debt reduction or to reduce outstanding revolving credit and receivables facilities balances. We account for these lease transactions as operating leases and annual rent expense related to these lease transactions is as follows (in millions):

Operating lease				Transaction Date				Sales Proceeds				Annual lease cost
Real properties (9 properties)				January 2002				$	20.9			$	2.5
Real properties (3 properties)				July 2002					N/A	*			1.5
Personal property (plant and equipment)				November 2002				$	5.7				0.9
Personal property (plant and equipment)				March 2003				$	28.0				4.4
Real properties (2 properties)				March 2003				$	7.8				0.9
Personal property (plant and equipment)				June 2003				$	25.9				4.0
Real property (1 property)				September 2003				$	8.2				0.8
Real property (1 property)				May 2003					N/A	**			0.2
Total												$	15.2

*	These leases are not sale-leaseback transactions.

**	Livonia, Michigan facility lease from Metaldyne in connection with the Fittings acquisition.

We expect to continue to utilize leasing as a financing strategy in the future to meet capital expenditure needs and to reduce debt levels.

In addition to the foregoing contractual commitments, in connection with our separation from Metaldyne, we have also agreed to assume certain obligations resulting from the November 2000 acquisition of Metaldyne by Heartland. At that time, Metaldyne made restricted stock grants to employees with terms that allow eligible employees to elect to receive cash at stipulated amounts in lieu of shares as the restricted stock grants vest. We agreed to be responsible for the cash costs of those elections to the extent they relate to our current and former employees and to our allocable share of current and former Metaldyne corporate level employees in accordance with the agreement. Under these arrangements, the approximate amounts paid were: $4.2 million in 2002, $7.6 million in 2003 and $7.6 million in 2004.

Our exposure to interest rate risk results from the variable rates under our credit facility. Borrowings under the credit facility bear interest, at various rates, as more fully described in Note 12 to the

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accompanying financial statements as of December 31, 2003. Based on current amounts outstanding, a 1% increase or decrease in the per annum interest rate for our credit facility would change our interest expense by $2.9 million annually.

We conduct business in several locations throughout the world and are subject to market risk due to changes in the value of foreign currencies. We do not currently use derivative financial instruments to manage these risks. The functional currencies of our foreign subsidiaries are the local currency in the country of domicile. We manage these operating activities at the local level and revenues and costs are generally denominated in local currencies; however, results of operations and assets and liabilities reported in U.S. dollars will fluctuate with changes in exchange rates between such local currencies and the U.S. dollar.

As a result of the financing transactions entered into on June 6, 2002, the additional issuance of $85.0 million aggregate principal amount of senior subordinated notes, and recent acquisitions, we are highly leveraged. In addition to normal capital expenditures, we may incur significant amounts of additional debt and further burden cash flow in pursuit of our internal growth and acquisition strategies.

The terms of our credit agreement require us and our subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility over consolidated EBITDA, as defined), interest expense ratio (EBITDA over cash interest expense, as defined) and a capital expenditures covenant, the most restrictive of which is the leverage ratio. Our permitted leverage ratio was 5.5 to 1.00 at December 31, 2003. The permitted leverage ratio becomes more restrictive in future periods, declining to 5.25 to 1.00 at September 30, 2004, 5.0 to 1.00 at December 31, 2004, 4.75 to 1.00 at June 30, 2005, 4.5 to 1.00 at September 30, 2005, 4.0 to 1.00 at December 31, 2005, 4.0 to 1.00 at March 31, 2006, 3.75 to 1.00 at June 30, 2006, 3.5 to 1.00 at September 30, 2006 and 3.25 to 1.00 at December 31, 2006 and thereafter. We were in compliance with our covenants at December 31, 2003.

We believe that our liquidity and capital resources, including anticipated cash flows from operations, will be sufficient to meet debt service, capital expenditure and other short-term and long-term obligations needs for the foreseeable future, but we are subject to unforeseeable events and risks.

Off-Balance Sheet Arrangements

In connection with the June 2002 transactions, we entered into an agreement to sell, on an ongoing basis, the trade accounts receivable of certain business operations to a wholly-owned, bankruptcy-remote, special purpose subsidiary, TSPC, Inc. TSPC, subject to certain conditions, may from time to time sell an undivided fractional ownership interest in the pool of domestic receivables, up to approximately $125.0 million, to a third party multi-seller receivables funding company, or conduit. Upon sale of receivables, our subsidiaries that originated the receivables retain a subordinated interest in the receivables. Under the terms of the agreement, new receivables can be added to the pool as collections reduce previously sold receivables. The facility is anticipated to be an important source of liquidity in 2004 and subsequent years. At December 31, 2003, we had no amounts outstanding and $49.0 million available under the facility.

The facility is subject to customary termination events, including, but not limited to, breach of representations or warranties, the existence of any event that materially adversely affects the collectibility of receivables or performance by a seller and certain events of bankruptcy or insolvency. The proceeds of sale are less than the face amount of accounts receivable sold by an amount that approximates the purchaser's financing costs. The agreement expires on June 6, 2005. If we are unable to renew or replace this facility, it would materially and adversely affect our liquidity.

Commitment and Contingencies

Under various agreements, we are obligated to make future cash payments in fixed amounts. These include payments under our long-term debt agreements, rent payments required under operating lease agreements for 15 facilities and certain capital equipment, severance obligations related to our cost savings plans and our allocable share of certain compensation and benefit obligations due to Metaldyne.

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The following table summarizes our expected fixed cash obligations over various future periods related to these items as of December 31, 2003.

				Payments Due by Periods (in thousands)
				Total				Less than One Year				1 – 3 Years				3 – 5 Years				More than 5 Years
Contractual cash obligations:
Long-term debt				$	737,690			$	10,920			$	5,880			$	5,780			$	715,110
Lease obligations					206,720				24,120				42,870				37,150				102,580
Restricted stock obligations					7,610				7,610				—				—				—
Severance					8,910				3,560				1,470				610				3,270
Total contractual cash obligations				$	960,930			$	46,210			$	50,220			$	43,540			$	820,960

As of December 31, 2003, we are contingently liable for stand-by letters of credit totaling $26.0 million issued on our behalf by financial institutions under our revolving credit facility. These letters of credit are used for a variety of purposes, including to support certain operating lease agreements and to meet various states' requirements in order to self-insure workers' compensation claims, including incurred but not reported claims.

Impact of New Accounting Standards

In December 2003, the Financial Accounting Standards Board, or FASB, issued a revised FASB Interpretation ("FIN") 46R, "Consolidation of Variable Interest Entities." FIN 46R requires primary beneficiaries in a variable interest entity to consolidate the entity even if the primary beneficiary does not have a majority voting interest. This consolidation requirement is effective immediately for any variable interest entity created on or after January 31, 2003 and after March 15, 2004 for entities created before January 31, 2003. The adoption of FIN 46R will not have an impact on our financial condition or results of operations.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150 provides guidance for how a company should classify and measure certain financial instruments that have characteristics of both liabilities and equity. SFAS No. 150 is effective immediately for any qualifying financial instruments issued after May 31, 2003 and becomes effective for such pre-existing financial instruments in the third quarter of 2003. The adoption of SFAS No. 150 did not have an impact on our financial condition or results of operations.

In December 2003, the FASB issued SFAS No. 132 (revised), "Employers' Disclosures about Pensions and Other Postretirement Benefits." SFAS No. 132 (revised) prescribes employers' disclosures about pension plans and other postretirement benefit plans; it does not change the measurement or recognition of those plans. SFAS No. 132 (revised) retains and revises the disclosure requirements contained in the original statement. It also requires additional disclosures about the assets, obligations, cash flows and net periodic benefit cost of defined benefit pension plans and other postretirement benefit plans. SFAS No. 132 (revised) is effective for fiscal years ending after December 15, 2003, although certain disclosure requirements have been deferred until fiscal years ending after June 15, 2004. Our disclosures in Note 16 incorporate the requirements of the revised statement.

Critical Accounting Policies

The following discussion of accounting policies is intended to supplement the accounting policies presented in Note 3 to our 2003 audited financial statements included in this report. The expenses and accrued liabilities or allowances related to certain of these policies are based on our best estimates at the time of original entry in our accounting records. Adjustments are recorded when actual experience differs from the expected experience underlying the estimates. We make frequent comparisons of actual versus expected experience to mitigate the likelihood of material adjustments.

Accounting Basis for Transactions.    Prior to June 6, 2002, we were owned by Metaldyne. On November 28, 2000, Metaldyne was acquired by an investor group led by Heartland. On June 6, 2002, Metaldyne issued approximately 66% of our fully diluted common stock to an investor group led by Heartland. As a result of the transactions, we did not establish a new basis of accounting as Heartland is the controlling shareholder for both us and Metaldyne and the transactions were accounted for as a

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reorganization of entities under common control. Our financial information includes allocations and estimates of direct and indirect Metaldyne corporate administrative costs attributable to us, which are deemed by management to be reasonable but are not necessarily reflective of those costs to us on an ongoing basis.

Accounts Receivable.    Accounts receivable are presented net of allowances for doubtful accounts. We monitor our exposure for credit losses and maintain adequate allowances for doubtful accounts. We do not believe that significant credit risk exists. Trade accounts receivable of substantially all domestic business operations may be sold, on an ongoing basis, to TSPC.

Depreciation and Amortization.    Depreciation is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: buildings and buildings/land improvements, ten to 40 years and machinery and equipment, three to 15 years. Capitalized debt issuance costs are amortized over the underlying terms of the related debt securities. Customer relationship intangibles are amortized over periods ranging from six to 40 years, while technology and other intangibles are amortized over periods ranging from five to 30 years. As of January 1, 2004, trademarks and trade names are classified as indefinite-lived intangibles and we will discontinue amortization.

Goodwill and Other Intangibles.    We test goodwill and indefinite-lived intangible assets for impairment on an annual basis, unless a change in business conditions occurs which requires a more frequent evaluation. In assessing the recoverability of goodwill and indefinite-lived intangible assets, we estimate the fair value of each reporting unit using the present value of expected future cash flows and other valuation measures. We then compare this estimated fair value with the net asset carrying values. If carrying value exceeds fair value, then a possible impairment of goodwill exists and further evaluation is performed. Goodwill is evaluated for impairment annually as of December 31 using management's operating budget and five-year forecast to estimate expected future cash flows. During the fourth quarter of 2003, we recorded a goodwill impairment of $7.6 million related to our precision cutting tools business within the Industrial Specialties segment. We also review definite-lived intangible assets on an annual basis, or more frequently if events or changes in circumstances indicate that their carrying amount may not be recoverable. The factors considered by management in performing these assessments include current operating results, business prospects, customer retention, market trends, potential product obsolescence, competitive activities and other economic factors. Future changes in our business or the markets for our products could result in impairments of goodwill or other intangible assets that might be required to be recorded in future periods.

Pension and Postretirement Benefits Other than Pensions.    Annual net periodic expense and benefit liabilities under our defined benefit plans are determined on an actuarial basis. Assumptions used in the actuarial calculations have a significant impact on plan obligations and expense. Annually, we review the actual experience compared to the most significant assumptions used and make adjustments to the assumptions, if warranted. The healthcare trend rates are reviewed with the actuaries based upon the results of their review of claims experience. Discount rates are based upon an expected benefit payments duration analysis and the equivalent average yield rate for high-quality fixed-income investments. Pension benefits are funded through deposits with trustees and the expected long-term rate of return on fund assets is based upon actual historical returns modified for known changes in the market and any expected change in investment policy. Postretirement benefits are not funded and our policy is to pay these benefits as they become due. Certain accounting guidance, including the guidance applicable to pensions, does not require immediate recognition or the effects of a deviation between actual and assumed experience or the revision of an estimate. This approach allows the favorable and unfavorable effects that fall within an acceptable range to be netted.

Other Loss Reserves.    We have numerous other loss exposures, such as environmental claims, product liability, litigation and realizability of deferred tax assets. Establishing loss reserves for these matters requires the use of estimates and judgment in regard to risk exposure and ultimate liability. We estimate losses under the programs using consistent and appropriate methods; however, changes to our assumptions could materially affect our recorded liabilities for loss. Where available, we utilize published credit ratings for our debtors to assist us in determining the amount of required reserves.

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Item 7A.    Quantitative And Qualitative Disclosures About Market About Risk

In the normal course of business, we are exposed to market risk associated with fluctuations in foreign exchange rates. We are also subject to interest risk as it relates to long-term debt. See Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations — General Financial Analysis" for details about our primary market risks, and the objectives and strategies used to manage these risks. Also see Note 12, "Long-term Debt," in the notes to the financial statements for additional information.

Item 8.    Financial Statements and Supplementary Data

INDEPENDENT AUDITOR'S REPORT

The Board of Directors
    and Shareholders
TriMas Corporation:

We have audited the accompanying balance sheet of TriMas Corporation and subsidiaries as of December 31, 2003, and the related statements of operations, cash flows, and shareholders' equity and Metaldyne Corporation net investment and advances for the year then ended. In connection with our audit of these financial statements, we also have audited the financial statement schedule included in the Annual Reoprt on Form 10-K. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TriMas Corporation and subsidiaries as of December 31, 2003, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/   KPMG LLP

Detroit, Michigan
March 16, 2004

38

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REPORT OF INDEPENDENT AUDITORS

To the Shareholders and
Board of Directors of
TriMas Corporation:

In our opinion, the accompanying balance sheet and the related statements of operations, of cash flows and of shareholders' equity and Metaldyne Corporation net investment and advances present fairly, in all material respects, the financial position of TriMas Corporation and its subsidiaries and of certain subsidiaries and divisions of subsidiaries of Metaldyne Corporation which constitute TriMas Corporation (as more fully described in Note 1), at December 31, 2002 and the results of their operations and their cash flows for the each of two years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein as of and for the years ended December 31, 2002 and December 31, 2001, when read in conjunction with the related financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As more fully described in Note 6 to the financial statements, the Company adopted Statement of Financial Accounting Standards No. 142 effective January 1, 2002. In addition, as more fully described in Note 1 to the financial statements, the previously issued financial statements have been revised for all periods to include the balances and operations of the Fittings Business acquired from Metaldyne Corporation on May 9, 2003.

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan

March 27, 2003, except for the matters described in the second paragraph of Note 1 and Note 18, which are as of December 24, 2003

39

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TriMas Corporation
Balance Sheet
December 31, 2003 and 2002
(dollars in thousands)

				2003				2002
ASSETS
Current assets:
Cash and cash equivalents				$	6,780			$	100,440
Receivables					118,970				95,690
Inventories					124,090				93,120
Deferred income taxes					10,900				18,660
Prepaid expenses and other current assets					8,440				9,830
Total current assets					269,180				317,740
Property and equipment, net					187,420				243,620
Goodwill					658,900				519,050
Other intangibles, net					322,750				283,100
Other assets					61,780				62,550
Total assets				$	1,500,030			$	1,426,060
LIABILITIES, SHAREHOLDERS' EQUITY AND METALDYNE CORPORATION NET INVESTMENT AND ADVANCES
Current liabilities:
Current maturities, long-term debt				$	10,920			$	2,990
Accounts payable					94,130				57,400
Accrued liabilities					75,100				64,300
Due to Metaldyne					4,400				9,960
Total current liabilities					184,550				134,650
Long-term debt					725,060				693,190
Deferred income taxes					149,030				156,810
Other long-term liabilities					37,770				31,080
Due to Metaldyne					6,960				11,960
Total liabilities					1,103,370				1,027,690
Commitments and contingencies (Note 14)					—				—
Preferred stock $0.01 par: Authorized 100,000,000 shares; Issued and outstanding: None					—				—
Common stock, $0.01 par: Authorized 400,000,000 shares; Issued and outstanding 20,010,000 and 19,250,000 shares, respectively					200				190
Paid-in capital					399,870				387,500
Retained deficit					(38,240	)			(6,940	)
Accumulated other comprehensive income					34,830				7,340
Metaldyne Corporation net investment and advances					—				10,280
Total shareholders' equity and Metaldyne Corporation net investment and advances					396,660				398,370
Total liabilities, shareholders' equity and Metaldyne Corporation net investment and advances				$	1,500,030			$	1,426,060

The accompanying notes are an integral part of these financial statements.

40

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TriMas Corporation
Statement of Operations
(dollars in thousands, except per share amounts)

				For the Year Ended December 31,
				2003				2002				2001
Net sales				$	905,400			$	750,250			$	748,400
Cost of sales					(673,430	)			(555,660	)			(546,960	)
Gross profit					231,970				194,590				201,440
Selling, general and administrative expenses					(175,520	)			(124,980	)			(132,740	)
Impairment of goodwill					(7,600	)			—				—
Operating profit					48,850				69,610				68,700
Other income (expense), net:
Interest expense					(64,780	)			(60,810	)			(73,860	)
Loss on disposition of property and equipment					(20,110	)			(1,800	)			(1,400	)
Other, net					(480	)			(2,310	)			(2,660	)
Other expense, net					(85,370	)			(64,920	)			(77,920	)
Income (loss) before income tax (expense) benefit and cumulative effect of change in accounting principle					(36,520	)			4,690				(9,220	)
Income tax (expense) benefit					5,590				(2,820	)			(1,950	)
Income (loss) before cumulative effect of change in accounting principle					(30,930	)			1,870				(11,170	)
Cumulative effect of change in recognition and measurement of goodwill impairment					—				(36,630	)			—
Net loss				$	(30,930	)		$	(34,760	)		$	(11,170	)
Basic loss per share:
Before cumulative effect of change in accounting principle				$	(1.54	)
Cumulative effect of change in recognition and measurement of goodwill impairment					—
Net loss attributable to common stock				$	(1.54	)
Weighted average common shares					20,047,090
Diluted loss per share:
Before cumulative effect of change in accounting principle				$	(1.54	)
Cumulative effect of change in recognition and measurement of goodwill impairment					—
Net loss attributable to common stock				$	(1.54	)
Weighted average common shares					20,047,090

The accompanying notes are an integral part of these financial statements.

41

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TriMas Corporation
Statement of Cash Flows
(dollars in thousands)

				For the Year Ended December 31,
				2003				2002				2001
Cash flows from operating activities:
Net loss				$	(30,930	)		$	(34,760	)		$	(11,170	)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities, net of impact of acquisitions:
Impairment of goodwill					7,600				—				—
Cumulative effect of accounting change					—				36,630				—
Net loss on disposition of property and equipment					20,110				1,800				1,400
Depreciation and amortization					54,850				39,720				54,730
Deferred income taxes					(15,140	)			(6,780	)			9,110
Provision for inventory write-down					—				8,500				—
Legacy stock award expense					4,830				4,240				—
Amortization of debt issue costs					4,120				2,150				—
Net proceeds from accounts receivable securitization					—				14,560				4,570
Repurchase of securitized accounts receivable from Metaldyne					—				(74,540	)			—
Payment to Metaldyne to fund contractual liabilities					(6,370	)			(15,130	)			—
(Increase) decrease in receivables					610				(220	)			20,160
(Increase) decrease in inventories					(1,470	)			(3,260	)			16,810
Increase in prepaid expenses and other assets					(4,110	)			(1,310	)			(1,400	)
Increase (decrease) in accounts payable and accrued liabilities					8,940				8,540				(7,940	)
Other, net					(1,680	)			(2,140	)			(7,560	)
Net cash provided by (used for) operating activities, net of acquisition impact					41,360				(22,000	)			78,710
Cash flows from investing activities:
Capital expenditures					(31,690	)			(33,990	)			(19,090	)
Proceeds from sales of fixed assets					76,180				5,720				6,780
Acquisition of businesses, net of cash acquired					(205,770	)			(1,920	)			—
Investment in HammerBlow					—				(9,000	)			—
Other, net					—				100				(710	)
Net cash used for investing activities					(161,280	)			(39,090	)			(13,020	)
Cash flows from financing activities:
Net proceeds from issuance of common stock					35,200				259,730				—
Repurchase of common stock					(20,000	)			—				—
Proceeds from senior credit facility					75,000				260,000				—
Repayments of borrowings on senior credit facility					(42,600	)			—				—
Proceeds from borrowings on revolving credit facility					390,700				—				—
Repayments of borrowings on revolving credit facility					(390,700	)			—				—
Debt issuance costs					(2,150	)			(31,920	)			—
Increase (decrease) in Metaldyne Corporation net investment and advances					(18,890	)			13,730				(36,810	)
Payments on notes payable					(600	)			—				—
Issuance of note payable					300				—				—
Issuance of senior subordinated debentures					—				435,850				—
Repayment of bank debt attributed from Metaldyne					—				(440,760	)			—
Dividend to Metaldyne					—				(338,080	)			—
Net payments of other debt					—				(800	)			(32,160	)
Net cash provided by (used for) financing activities					26,260				157,750				(68,970	)
Cash and cash equivalents:
Increase (decrease) for the year					(93,660	)			96,660				(3,280	)
At beginning of year					100,440				3,780				7,060
At end of year				$	6,780			$	100,440			$	3,780

The accompanying notes are an integral part of these financial statements.

42

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TriMas Corporation
Statement of Shareholders' Equity and Metaldyne Corporation Net Investment and Advances
For the Years Ended December 31, 2003, 2002 and 2001
(dollars in thousands)

				Metaldyne Corporation Net Investment and Advances				Common stock				Paid-in capital				Retained deficit				Accumulated other comprehensive income (loss)				Total
Balances, December 31, 2000				$	580,380			$	—			$	—			$	—			$	3,220			$	583,600
Comprehensive income (loss):
Net loss					(11,170	)			—				—				—				—				(11,170	)
Foreign currency translation					—				—				—				—				(4,720	)			(4,720	)
Minimum pension liability (net of tax of $110)					—				—				—				—				180				180
Total comprehensive loss																									(15,710	)
Net change in Metaldyne Corporation net investment and advances					(34,270	)			—				—				—				—				(34,270	)
Balances, December 31, 2001				$	534,940			$	—			$	—			$	—			$	(1,320	)		$	533,620
Comprehensive income (loss):
Net loss					(27,820	)			—				—				(6,940	)			—				(34,760	)
Foreign currency translation					—				—				—				—				9,990				9,990
Minimum pension liability (net of tax of $600)					—				—				—				—				(1,330	)			(1,330	)
Total comprehensive loss																									(26,100	)
Net proceeds from issuance of common stock					—				130				259,600				—				—				259,730
Dividend to Metaldyne Corporation					(338,080	)			—				—				—				—				(338,080	)
Net change in Metaldyne Corporation net investments and advances					(13,310	)			—				—				—				—				(13,310	)
Reclassification of Metaldyne Corporation net investment and advances balance					(145,450	)			60				145,390				—				—				—
Net adjustments to reflect settlement of contractual obligations					—				—				(17,490	)			—				—				(17,490	)
Balances, December 31, 2002				$	10,280			$	190			$	387,500			$	(6,940	)		$	7,340			$	398,370
Comprehensive income (loss):
Net income (loss)					370				—				—				(31,300	)			—				(30,930	)
Foreign currency translation					—				—				—				—				29,620				29,620
Minimum pension liability (net of tax of $1,200)					—				—				—				—				(2,130	)			(2,130	)
Total comprehensive loss																									(3,440	)
Net proceeds from issuance of common stock					—				20				35,180				—				—				35,200
Repurchase of common stock					—				(10	)			(19,990	)			—				—				(20,000	)
Net change in Metaldyne Corporation net investments and advances					5,570				—				—				—				—				5,570
Payment to Metaldyne Corporation to acquire fasteners business					(22,710	)			—				—				—				—				(22,710	)
Excess of amount paid for fasteners business over net assets acquired					6,490				—				(6,490	)			—				—				—
Net adjustments to reflect settlement of contractual obligations					—				—				3,670				—				—				3,670
Balances, December 31, 2003				$	—			$	200			$	399,870			$	(38,240	)		$	34,830			$	396,660

The accompanying notes are an integral part of these financial statements.

43

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS

1.    Basis of Presentation

TriMas Corporation ("TriMas" or the "Company"), through its subsidiaries, is a global manufacturer of products for commercial, industrial and consumer markets. The Company is principally engaged in four business segments with diverse products and market channels. Rieke Packaging Systems is a leading source of closures and dispensing systems for steel and plastic industrial and consumer packaging applications. Cequent Transportation Accessories produces vehicle hitches and receivers, sway controls, weight distribution and fifth-wheel hitches, hitch mounted accessories, roof racks, trailer couplers, winches, jacks, trailer brakes and lights and other vehicle and trailer accessories and components that are distributed through independent installers and retail outlets. The Industrial Specialties segment produces flame-retardant facings and jacketing and insulation tapes used in conjunction with fiberglass insulation, pressure-sensitive specialty tape products, high-pressure and low-pressure cylinders for the transportation, storage and dispensing of compressed gases, metallic and nonmetallic industrial gaskets, specialty precision tools such as center drills, cutters, end mills, reamers, master gears, gages and punches, specialty engines and service parts and specialty ordnance components and weapon systems. The Fastening Systems segment produces a wide range of large and small diameter standard and custom-designed ferrous, nonferrous and special alloy fasteners used in automotive and industrial applications, and highly engineered specialty fasteners for the global aerospace industry.

On May 9, 2003, the Company acquired a fasteners manufacturing business ("Fittings") from Metaldyne Corporation ("Metaldyne") for approximately $22.7 million on a debt free basis. The acquired business is a manufacturer of specialized fittings and cold-headed parts used in automotive and industrial applications. The transaction was funded by a combination of borrowings under the Company's revolving credit facility and a cash equity contribution by Heartland Industrial Partners ("Heartland"). The acquired business had revenues of approximately $16.1 million, $16.7 million and $16.0 million in 2003, 2002 and 2001, respectively, and net assets of approximately $12.4 million, $10.3 million and $12.6 million, respectively. Because the Company and Metaldyne are under common control of Heartland, this transaction was accounted for as a reorganization of entities under common control and, accordingly, the Company did not establish a new basis of accounting in the assets or liabilities of Fittings. The Company's reported results for prior periods have been revised to include the financial results of Fittings, including the allocation of certain charges to Fittings. Examples of such allocations include a Metaldyne management fee and interest expense on Fittings' net investment and advances balance. These allocations are based on estimates that management believes are reasonable. Additional adjustments to paid-in capital may be recorded in subsequent periods to reflect finalization of certain estimated amounts at the transaction date. The net asset amount related to Fittings is included in the Metaldyne Corporation net investment and advances balance in the accompanying balance sheet. The Guarantor note information in Note 21 has been revised to include the Fittings balances in the Guarantor column for all periods presented.

Prior to June 6, 2002 and the common stock issuance and related financing transactions discussed in Note 2 below and the acquisition of Fittings from Metaldyne on May 9, 2003, the accompanying financial statements represent the combined assets and liabilities and results of operations of certain subsidiaries and divisions of subsidiaries of Metaldyne which comprised TriMas. The combined financial statements include all revenues and costs directly attributed to the Company as well as an estimate of direct and indirect Metaldyne corporate administrative costs attributed to TriMas, based on a management fee allocation that approximated 1% of net sales. This allocation of costs is based on estimates that management believes are reasonable in the circumstances. However, the charges included herein are not necessarily indicative of the amounts that would have been reported if the Company had operated as an unaffiliated company. Subsequent to May 9, 2003, the financial position and results of operations of the Company and its subsidiaries are presented on a consolidated basis and the Company no longer files a consolidated tax return with Metaldyne subsequent to June 6, 2002.

44

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

2.    Recapitalization

On June 6, 2002, the Company, Metaldyne and Heartland entered into a stock purchase agreement under which Heartland and other co-investors invested $265 million in the Company to acquire approximately 66% of the Company's common stock on a fully diluted basis. To effect the transactions contemplated by the stock purchase agreement, the Company also entered into a senior credit facility consisting of a $150 million revolving credit facility, a $260 million term loan facility and a $125 million receivables securitization facility, and issued senior subordinated debentures with a face value of $352.8 million. The Company declared and paid a dividend to Metaldyne of $840 million in the form of cash, retirement of debt owed by TriMas to Metaldyne or attributed to TriMas under the Metaldyne credit agreement and repurchase of TriMas originated receivables balances under the Metaldyne receivables facility. TriMas was released from all obligations under the Metaldyne credit agreement in connection with the common stock issuance and related financing transactions. Under the terms of the stock purchase agreement, Metaldyne retained shares of the Company's common stock valued at $120 million and received a warrant to purchase 750,000 shares of common stock at par value of $.01 per share, valued at $15 million. At December 31, 2003, this warrant had not been exercised. The common stock and warrants are valued based upon the cash equity investment made by Heartland and the other investors. At December 31, 2003, Metaldyne owned 25.6% of the Company's common stock on a fully diluted basis.

This transaction was also accounted for as a reorganization under common control and, accordingly, the Company has not established a new basis of accounting in its assets or liabilities. Additional adjustments to paid-in-capital related to Metaldyne's investment in the Company have been recorded to reflect finalization of certain estimated amounts at the transaction closing date.

3.    Summary of Significant Accounting Policies

Principles of Consolidation.    As more fully described in Note 1, the accompanying financial statements include the accounts and transactions of TriMas and its wholly-owned subsidiaries. Significant intercompany transactions have been eliminated.

Use of Estimates.    The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment; goodwill and other intangibles; valuation allowances for receivables, inventories and deferred income tax assets; reserves for legal and product liability matters and assets and obligations related to employee benefits. Actual results may differ from such estimates and assumptions.

Revenue Recognition.    Revenues from product sales, except products shipped on a consignment basis, are recognized when products are shipped or services are provided to customers, the customer takes ownership and assumes risks of loss, the sales price is fixed and determinable and collectibility is reasonably assured. For products shipped on a consignment basis, revenue is recognized when the customer provides notice of end product use or sale.

Cash and Cash Equivalents.    The Company considers cash on hand and on deposit and investments in all highly liquid debt instruments with initial maturities of three months or less to be cash and cash equivalents.

Receivables.    Receivables are presented net of allowances for doubtful accounts of approximately $4.8 million and $4.3 million at December 31, 2003 and 2002, respectively. The Company monitors its exposure for credit losses and maintains allowances for doubtful accounts. The Company does not believe that significant credit risk exists due to its diverse customer base.

45

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Inventories.    Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out method. Direct materials, direct labor and allocations of variable and fixed manufacturing-related overhead are included in inventory cost.

Property and Equipment, Net.    Property and equipment additions, including significant betterments, are recorded at cost. Upon retirement or disposal of property and equipment, the cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in the accompanying statement of operations. Repair and maintenance costs are charged to expense as incurred.

Depreciation and Amortization.    Depreciation is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: buildings and buildings/land improvements, 10 to 40 years, and machinery and equipment, 3 to 15 years. Capitalized debt issuance costs are amortized over the underlying terms of the related debt securities. Customer relationship intangibles are amortized over periods ranging from 6 to 40 years, while technology and other intangibles are amortized over periods ranging from 5 to 30 years.

Goodwill and Other Intangibles.    Prior to 2002, goodwill was amortized using the straight-line method over 40 years. Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" and discontinued amortizing goodwill. The Company tests goodwill and indefinite lived intangibles for impairment on an annual basis, unless a change in business conditions occurs which requires a more frequent evaluation, by comparison of estimated fair value to carrying value. In assessing the recoverability of goodwill and indefinite lived intangibles, the Company estimates fair value using the present value of expected future cash flows and other valuation measures.

The Company recognizes an impairment loss if the carrying amount of other intangibles and long-lived assets is not recoverable from the assets' undiscounted cash flows. The Company reviews annually the status of customers underlying its customer relationship intangibles and records a write-off when facts and circumstances conclusively indicate that a specific customer relationship is lost. The Company tests other intangibles for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that their carrying amount may not be recoverable. The factors considered by management in performing this assessment include current operating results, business prospects, market trends, potential product obsolescence, competitor activities and other economic factors.

Fair Value of Financial Instruments.    The carrying value of financial instruments reported in the balance sheet for current assets and current liabilities approximates fair value. Management believes the carrying value of the term loan debt approximates fair value, based on market comparisons to debt instruments of like kind and quality, while the senior subordinated notes traded at an approximate 3.5% premium over par value as of December 31, 2003.

Foreign Currency Translation.    The financial statements of subsidiaries located outside of the United States ("U.S.") are measured using the currency of the primary economic environment in which they operate as the functional currency. Transaction gains (losses) were approximately $0.6 million, $1.2 million, and $(0.1) million for the years ended December 31, 2003, 2002 and 2001, respectively, and are included in other expense, net in the accompanying statement of operations. When translating into U.S. dollars, income and expense items are translated at average monthly exchange rates and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Translation adjustments resulting from translating the functional currency into U.S. dollars are deferred as a component of accumulated other comprehensive income (loss) in the statement of shareholders' equity and Metaldyne Corporation net investment and advances.

Self-insurance.    The Company is generally self-insured for losses and liabilities related primarily to workers' compensation, health and welfare claims and comprehensive general, product and vehicle liability. Reserves are recorded based upon the Company's estimates of the aggregate liability for

46

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

claims incurred using actuarial assumptions about future events. Changes in assumptions for factors such as medical costs and actual experience could cause these estimates to change.

Pension Plans and Postretirement Benefits Other Than Pensions.    Annual net periodic pension expense and benefit liabilities under defined benefit pension plans are determined on an actuarial basis. Assumptions used in the actuarial calculations have a significant impact on plan obligations and expense. Annually, the Company reviews the actual experience compared to the more significant assumptions used and makes adjustments to the assumptions, if warranted. The healthcare trend rates are reviewed with the actuaries based upon the results of their review of claims experience. Discount rates are based upon an expected benefit payments duration analysis and the equivalent average yield rate for high-quality fixed-income investments. Pension benefits are funded through deposits with trustees and the expected long-term rate of return on fund assets is based upon actual historical returns modified for known changes in the market and any expected change in investment policy. Postretirement benefits are not funded and it is the Company's policy to pay these benefits as they become due.

Shipping and Handling Expenses.    Freight costs are included in cost of sales and a portion of shipping and handling expenses are included in the selling, general and administrative category in the accompanying statement of operations. Shipping and handling costs included in selling, general and administrative accounts were $6.5 million, $2.3 million and $2.9 million for the years ended December 31, 2003, 2002 and 2001, respectively.

Advertising and Sales Promotion Costs.    Advertising and sales promotion costs are expensed as incurred. Advertising costs were $9.9 million, $7.8 million and $7.2 million for the years ended December 31, 2003, 2002 and 2001, respectively.

Research and Development Costs.    Research and development ("R&D") costs are expensed as incurred and approximated $1.5 million, $1.3 million and $1.6 million for the years ended December 31, 2003, 2002 and 2001, respectively.

Earnings Per Share.    Basic and diluted earnings per share amounts were computed using weighted average shares outstanding for the year ended December 31, 2003. Earnings per share was not calculated for the years ended December 31, 2002 and 2001, during which time the Company was a subsidiary of Metaldyne for all or a portion of the year. All 1,717,567 stock options and 750,000 common stock warrants have been excluded from the earnings per share calculation, as they would have been antidilutive.

Stock-based Compensation.    SFAS No. 148 "Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of SFAS No. 123," established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation," the Company continues to account for stock-based employee compensation using the intrinsic value method under Accounting Principles Board ("APB") No. 25, "Accounting for Stock Issued to Employees." Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. Accordingly, no stock-based employee compensation cost is reflected in the accompanying statement of operations, as all options granted had an exercise price equal to the fair market value of the underlying common stock on the date of grant.

47

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

The following table illustrates the effect on net loss and loss per share if the Company had adopted the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation:

(in thousands, except for per share amounts)				For the Year Ended December 31,
				2003				2002				2001
Net loss, as reported				$	(30,930	)		$	(34,760	)		$	(11,170	)
Deduct: Total stock-based employee compensation expense determined under fair-value based method for all awards, net of related tax effects					(930	)			—				(180	)
Pro-forma net loss				$	(31,860	)		$	(34,760	)		$	(11,350	)
Loss per share:
Basic, as reported				$	(1.54	)
Basic, pro-forma for stock-based compensation				$	(1.59	)
Diluted, as reported				$	(1.54	)
Diluted, pro-forma for stock-based compensation				$	(1.59	)

Income Taxes.    The Company computes income taxes using the asset and liability method, whereby deferred income taxes using current enacted tax rates are provided for the temporary differences between the financial reporting basis and the tax basis of TriMas assets and liabilities. Subsequent to June 6, 2002, the Company no longer files a consolidated tax return with Metaldyne. In 2001 and prior years, TriMas was included in the consolidated U.S. federal income tax return of Metaldyne. Income tax expense was computed on a separate return basis in those years; however, substantially all current income tax related liabilities were due to Metaldyne.

Reclassifications.    Certain prior year amounts have been reclassified to conform with the current year presentation.

4.    New Accounting Pronouncements

In December 2003, the FASB issued a revised FASB Interpretation ("FIN") 46R, "Consolidation of Variable Interest Entities" FIN 46R requires primary beneficiaries in a variable interest entity to consolidate the entity even if the primary beneficiary does not have a majority voting interest. This consolidation requirement is effective immediately for any variable interest entity created on or after January 31, 2003 and after March 15, 2004 for entities created before January 31, 2003. The adoption of FIN 46R will not have an impact on the Company's financial condition or results of operations.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150 provides guidance for how a company should classify and measure certain financial instruments that have characteristics of both liabilities and equity. SFAS No. 150 is effective immediately for any qualifying financial instruments issued after May 31, 2003 and becomes effective for such pre-existing financial instruments in the third quarter of 2003. The adoption of SFAS No. 150 did not have an impact on the Company's financial condition or results of operations.

In December 2003, the FASB issued SFAS No. 132 (revised), "Employers' Disclosures about Pensions and Other Postretirement Benefits." SFAS No. 132 (revised) prescribes employers' disclosures about pension plans and other postretirement benefit plans; it does not change the measurement or recognition of those plans. SFAS No. 132 (revised) retains and revises the disclosure requirements contained in the original statement. It also requires additional disclosures about the assets, obligations, cash flows and net periodic benefit cost of defined benefit pension plans and other postretirement benefit plans. SFAS No. 132 (revised) is effective for fiscal years ending after December 15, 2003, although certain disclosure requirements have been deferred until fiscal years ending after June 15, 2004. The Company's disclosures in Note 16 incorporate the requirements of the revised statement.

48

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

5.    Acquisitions

On January 30, 2003, the Company acquired all of the capital stock of HammerBlow Acquisition Corp. ("HammerBlow"), from 2000 Riverside Capital Appreciation Fund, L.P., and other stockholders of HammerBlow. The total consideration paid was $145.2 million (including the Company's previous investment of $9.0 million). Of this amount, $7.2 million, net, of the purchase price was deferred and was paid in January 2004. HammerBlow is a manufacturer and distributor of towing, trailer, and other vehicle accessories throughout North America and the purchase includes The HammerBlow Corporation, Hidden Hitch, Tekonsha Towing Systems ("Tekonsha") and Sure Pull Towing Systems ("SurePull"). HammerBlow acquired Tekonsha and SurePull from Dana Corporation on November 21, 2002.

On February 21, 2003, the Company acquired Highland Group Industries ("Highland") from the shareholders and option holders of Highland and FNL Management Corp. The total consideration paid was $73.5 million. Highland is a market-leading supplier of cargo management products and a full line supplier of vehicle protection products, specializing in products that help people safely load, anchor, secure, tow, carry, trailer, and organize cargo, as well as protect the vehicle and its cargo area.

The acquisitions of HammerBlow and Highland are included as part of the business unit operations of Cequent Transportation Accessories and provide additional opportunities to leverage new product extensions and innovations in our towing and trailer products businesses with customers in new markets through enhanced brand awareness and distribution, particularly in the end consumer retail channel.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition dates. The Company has finalized third-party valuations of certain intangible assets and is in the process of determining costs of restructuring plans associated with these businesses. The allocation of the purchase price is subject to refinement of these estimates and consists of the following:

(in thousands)				HammerBlow				Highland				Total
Current assets				$	35,420			$	18,530			$	53,950
Property and equipment					19,840				5,980				25,820
Other intangible assets					46,590				18,500				65,090
Goodwill					86,500				42,900				129,400
Deferred taxes and other					2,380				1,280				3,660
Total assets acquired					190,730				87,190				277,920
Current liabilities					22,030				3,140				25,170
Deferred tax liabilities					23,450				10,510				33,960
Total liabilities assumed					45,480				13,650				59,130
Net assets acquired				$	145,250			$	73,540			$	218,790

The estimated fair values of inventories acquired were increased $4.0 million from historical amounts, of which approximately $1.7 million and $2.3 million of this amount was included in cost of sales during the quarters ended June 30, 2003 and March 30, 2003, respectively. Of the $65.1 million of acquired other intangible assets, $46.8 million was assigned to Customer Relationships with a useful life of 15 years, $13.5 million was assigned to Trademarks with an indefinite life and the remaining $4.8 million was assigned to Technology and Other with useful lives ranging from 7 - 10 years. The $129.4 million of goodwill is assigned to the Cequent Transportation Accessories segment.

The results of these acquisitions are included in the Company's December 31, 2003 financial statements from the respective dates of acquisition. The following selected unaudited pro forma combined results of operations for the Company, HammerBlow and Highland have been prepared assuming that the acquisitions occurred at the beginning of the respective periods. The selected unaudited pro forma combined results are based on the historical information for TriMas and Highland and pro forma combined results of operations for HammerBlow assuming that the

49

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

acquisition of Tekonsha and SurePull occurred at the beginning of the respective periods. The pro forma financial information is not necessarily indicative of the combined results of operations that would have been attained had the acquisitions taken place at the beginning of 2003 and 2002, nor are they indicative of future results. The expense associated with the step-up in basis of inventory has been excluded as it is not a recurring expense.

				For the Year Ended December 31,
(in thousands)				2003								2002
				As Reported				Pro Forma				As Reported				Pro Forma
								(unaudited)								(unaudited)
Net sales				$	905,400			$	921,820			$	750,250			$	908,970
Operating profit					48,850				53,640				69,610				86,770
Income (loss) before cumulative effect of accounting change					(30,930	)			(28,690	)			1,870				4,800
Net loss				$	(30,930	)		$	(28,690	)		$	(34,760	)		$	(31,830	)
Loss per share:
Basic, as reported				$	(1.54	)		$	(1.43	)
Diluted, as reported				$	(1.54	)		$	(1.43	)
Weighted average common shares				20,047,090

In addition, the Company completed two minor asset acquisitions, one each in the Cequent Transportation Accessories and Industrial Specialties segments. The impact of the acquisitions to the Company's reported results is not material.

6.    Goodwill and Other Intangible Assets

During the fourth quarter of 2003, the Company recorded a non-cash, after tax goodwill impairment charge of $7.6 million related to the Company's precision cutting tools business within the Industrial Specialties group. This business continues to experience a lack of growth in end markets for its products. Sales, earnings and cash flow forecasts included in the Company's five year plan were revised resulting in the goodwill impairment loss. The charge is included in determining operating profit in the accompanying statement of operations.

In the second quarter of 2002, the Company recorded a non-cash, after tax goodwill impairment charge of $36.6 million related to the Company's industrial fasteners business. The charge was recorded in connection with the Company's completion of its transitional impairment test in the adoption of SFAS No. 142. Sales, operating profits and cash flows for that business were lower than expected due to the overall economic downturn and cyclical declines in certain markets for the Company's products. Based on that trend, the earnings and cash flow forecasts for the next five years were revised resulting in the goodwill impairment loss. Consistent with the requirements of SFAS No. 142, the Company recognized this impairment charge as of January 1, 2002 as the cumulative effect of change in accounting principle.

50

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Changes in the carrying amount of goodwill for the year ended December 31, 2003 are as follows:

(in thousands)				Cequent Transportation Accessories				Rieke Packaging Systems				Fastening Systems				Industrial Specialties				Total
Balance, December 31, 2001				$	228,870			$	158,370			$	89,720			$	72,120			$	549,080
Goodwill from acquisition					—				—				—				1,220				1,220
Reversal of restructuring reserve and other adjustments					(2,840	)			590				140				200				(1,910	)
Impairment loss					—				—				(36,630	)			—				(36,630	)
Foreign currency translation and other					1,040				6,340				—				(90	)			7,290
Balance, December 31, 2002				$	227,070			$	165,300			$	53,230			$	73,450			$	519,050
Goodwill from acquisitions					130,070				—				—				750				130,820
Reversal of restructuring reserve established in purchase accounting, net of tax					(370	)			—				(100	)			—				(470	)
Impairment loss					—				—				—				(7,600	)			(7,600	)
Foreign currency translation and other					8,040				8,030				230				800				17,100
Balance, December 31, 2003				$	364,810			$	173,330			$	53,360			$	67,400			$	658,900

The following table summarizes the effect on net loss and loss per share of excluding amortization expense related to goodwill that is no longer being amortized per the requirements of SFAS No. 142:

(in thousands, except per share amounts)				2003				2002				2001
Net loss, as reported				$	(30,930	)		$	(34,760	)		$	(11,170	)
Add back: goodwill amortization					—				—				13,630
Net income (loss), as adjusted				$	(30,930	)		$	(34,760	)		$	2,460
Loss per share, as reported				$	(1.54	)			NA				NA
Loss per share, as adjusted				$	(1.54	)			NA				NA

The gross carrying amounts and accumulated amortization for the Company's other intangibles as of December 31, 2003 and 2002 are summarized below. The Company amortizes these assets over periods ranging from 5 to 40 years.

				As of December 31, 2003								As of December 31, 2002
Intangible Category by Useful Life (in thousands)				Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization
Customer relationships:
6 – 12 years				$	26,500			$	(8,090	)		$	26,500			$	(5,460	)
15 – 25 years					102,200				(11,140	)			58,210				(5,060	)
40 years					105,460				(8,600	)			111,580				(5,790	)
Total customer relationships					234,160				(27,830	)			196,290				(16,310	)
Trademark/Trade names					68,400				(4,200	)			54,390				(2,830	)
Technology and other:
5 – 15 years					27,740				(8,700	)			22,550				(5,670	)
18 – 30 years					38,530				(5,350	)			38,190				(3,510	)
Total technology and other					66,270				(14,050	)			60,740				(9,180	)
				$	368,830			$	(46,080	)		$	311,420			$	(28,320	)

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Amortization expense related to technology and other intangibles was approximately $4.9 million, $4.4 million and $4.7 million for the years ended December 31, 2003, 2002 and 2001, respectively, and is included in cost of sales in the accompanying statement of operations. Amortization expense related to customer intangibles and trademarks and trade names was approximately $23.3 million, $9.9 million and $9.5 million for the years ended December 31, 2003, 2002 and 2001, respectively, and is included in selling, general and administrative expense in the accompanying statement of operations. Included in these amounts are non-cash charges of $11.0 million and $0.4 million for the years ended December 31, 2003 and 2002, respectively, to write-off customer relationship intangibles, as the Company no longer maintains a sales relationship with several customers as a result of business or other financial considerations.

Estimated amortization expense for the next five fiscal years beginning after December 31, 2003 is as follows: 2004 - $15.8 million; 2005 - $15.7 million; 2006 - $14.2 million; 2007 - $13.6 million, and; 2008 - $13.6 million.

7.    Restructurings

As more fully described below, the Company has adopted the following restructuring plans at certain of its business units during 2003.

During the second quarter of 2003, in conjunction with the acquisition of Fittings, the Company adopted a plan to close one additional manufacturing facility within its Fastening Systems group and consolidate those operations into Fastening Systems' remaining three manufacturing facilities. This action will result in the elimination of approximately 100 positions, of which approximately 50 have been eliminated as of December 31, 2003. The plan is expected to be completed in 2004. The Company has recorded charges of approximately $2.7 million related to the consolidation, of which approximately $0.9 million relates to the curtailment of a defined benefit pension plan for certain union-hourly employees and $1.8 million relates to a reserve for severance obligations. As of December 31, 2003, severance costs of approximately $0.9 million had been charged against this portion of the reserve.

Also during the second quarter of 2003, the Company's Industrial Specialties segment adopted a plan to centralize certain gasket applications and distribution activities within a single facility. In addition, the segment will rationalize the back office general and administrative support within certain of its branch service centers. These actions resulted in the elimination of approximately 70 positions during 2003. The plan is expected to be completed in 2004. The Company has established a reserve for severance obligations of approximately $1.0 million in connection with this plan. As of December 31, 2003, costs of approximately $0.6 million had been charged against this reserve.

In connection with the acquisitions of HammerBlow and Highland, the Company established a preliminary reserve of approximately $5.9 million, of which approximately $1.4 million related to facility closure costs and $4.5 million related to severance obligations. As of December 31, 2003, costs of approximately $0.8 million had been charged against this reserve. The Company will finalize its restructuring plan related to the HammerBlow and Highland acquisitions in the first quarter of 2004.

In addition to the new restructuring plans in 2003, the Company continues implementation activities of its restructuring plan adopted in connection with the acquisition of Metaldyne by Heartland in November 2000. In connection with this November 2000 restructuring plan, approximately 580 jobs have been eliminated as a result of these restructuring actions, with the remaining severance amounts to be paid during 2004. The Company also closed, consolidated and rationalized certain operational and back office facilities as a part of this restructuring plan. The Company expects the closure costs related to these facilities to run out through 2005. The following table summarizes reserves established in purchase accounting in connection with the November 2000 plan and the subsequent related activity:

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands)				Severance				Closure Costs				Total
Reserve at November 28, 2000				$	19,770			$	3,690			$	23,460
Cash					—				—				—
Non-cash					—				—				—
Reserve at December 31, 2000					19,770				3,690				23,460
Cash					(6,400	)			(80	)			(6,480	)
Non-cash					—				—				—
Reserve at December 31, 2001					13,370				3,610				16,980
Cash					(6,230	)			(1,020	)			(7,250	)
Non-cash					—				(110	)			(110	)
Reversal of restructuring reserves					(2,550	)			—				(2,550	)
Reserve at December 31, 2002					4,590				2,480				7,070
Cash					(3,180	)			(840	)			(4,020	)
Non-cash					—				—				—
Reversal of restructuring reserves					—				(690	)			(690	)
Reserve at December 31, 2003				$	1,410			$	950			$	2,360

8.    Accounts Receivable Securitization

As part of the June 2002 financing transactions, TriMas established a receivables securitization facility and organized TSPC, Inc. ("TSPC"), a wholly-owned subsidiary, to sell trade accounts receivable of substantially all domestic business operations. Prior to June 2002, TriMas sold certain of its accounts receivable to MTSPC, Inc. ("MTSPC"), a wholly owned subsidiary of Metaldyne. In connection with the common stock issuance and related financing transactions that occurred on June 6, 2002, the Company repurchased an aggregate of $113.6 million of TriMas receivables from MTSPC, including its retained subordinated interest of approximately $39.1 million.

TSPC from time to time may sell an undivided fractional ownership interest in the pool of receivables up to approximately $125 million to a third party multi-seller receivables funding company. The net proceeds of sales are less than the face amount of accounts receivable sold by an amount that approximates the purchaser's financing costs, which amounted to a total of $1.4 million for the year ended December 31, 2003. At December 31, 2003 and 2002, no receivables were sold under this arrangement and the Company had $49.0 million and $46.6 million, respectively, available but not utilized as of the balance sheet date. The usage fee under the facility is 1.5%. In addition, the Company is required to pay a fee of 0.5% on the unused portion of the facility. This facility expires in June 2005.

The proceeds from the sale of TriMas' accounts receivable were $14.6 million during the period January 1, 2002 to June 6, 2002 and $61.6 million through December 31, 2001. The net proceeds of TriMas' attributed portion of receivables sold to MTSPC were less than the face amount of accounts receivable sold by approximately $2.4 million during the period January 1, 2002 to June 6, 2002 and $3.7 million in 2001. These differences approximate the purchaser's financing costs and are included in other expense in the accompanying statement of operations. The financing costs are determined by calculating the estimated present value of the receivables sold compared to their carrying amount. The estimated present value factor is based on historical collection experience and a discount rate representing a spread over LIBOR as prescribed under the terms of the securitization agreement. In 2003, the financing costs were based on an average liquidation period of the portfolio of approximately 1.5 months and average discount rate of 2.2%. During the period January 1, 2002 to June 6, 2002, the financing costs were based on an average liquidation period of the portfolio of approximately 1.5 months and an average discount rate of 1.9%. In 2001, the financing costs were based on an average liquidation period of the portfolio of approximately 1.5 months and average discount rate of 5.3%.

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

At December 31, 2002 and 2001, Fittings had sold approximately $2.3 million and $2.0 million, respectively, of receivables to MTSPC, as they remained a part of the Metaldyne program.

9.    Inventories

Inventories consist of the following components:

(in thousands)				December 31, 2003				December 31, 2002
Finished goods				$	68,060			$	51,170
Work in process					17,770				13,460
Raw materials					38,260				28,490
Total inventories				$	124,090			$	93,120

10.    Property and Equipment, Net

Property and equipment consists of the following components:

(in thousands)				December 31, 2003				December 31, 2002
Land and land improvements				$	3,240			$	8,810
Buildings					52,840				46,100
Machinery and equipment					190,290				237,180
					246,370				292,090
Less: Accumulated depreciation					58,950				48,470
Property and equipment, net				$	187,420			$	243,620

Depreciation expense was approximately $26.4 million in 2003, $25.3 million in 2002 and $26.9 million in 2001.

11.    Accrued Liabilities

(in thousands)				December 31, 2003				December 31, 2002
Self-insurance				$	14,150			$	13,250
Vacation, holiday and bonus					14,580				10,320
Restructuring reserves, due within one year					3,600				7,070
Other					42,770				33,660
Total accrued liabilities				$	75,100			$	64,300

12.    Long-term Debt

The Company's long-term debt at December 31, net of the unamortized discount of $2.5 million and unamortized premium of $0.8 million from the face value of the Company's 9 7/8% senior subordinated notes at December 31, 2003, is as follows:

(in thousands)				December 31, 2003				December 31, 2002
Bank debt				$	291,780			$	259,375
9 7/8% senior subordinated notes, due June 2012					436,070				435,975
Other					8,130				830
					735,980				696,180
Less: Current maturities, long-term debt					10,920				2,990
Long-term debt				$	725,060			$	693,190

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

On June 6, 2002, in connection with the issuance of common stock and related financing transactions, the Company entered into two long-term financing arrangements. In the first arrangement, the Company issued $352.8 million face value of 9 7/8% senior subordinated notes due 2012 ("Notes") in a private placement under Rule 144A of the Securities Act of 1933, as amended. Additionally, on December 10, 2002, the Company issued an additional $85.0 million face value 9 7/8% senior subordinated notes due 2012 pursuant to the June 6, 2002 indenture. These notes were issued at a premium of approximately $0.9 million. These notes were issued to obtain cash to repurchase approximately $20.0 million of TriMas common stock owned by Metaldyne, to fund potential acquisitions, for debt repayment and for other general corporate purposes.

In the second long-term financing arrangement, the Company entered into a credit facility ("Credit Facility") with a group of banks consisting of a $260 million senior term loan which matures December 31, 2009. The Company subsequently amended and restated the Credit Facility on June 6, 2003, and further amended it on December 17, 2003, principally to increase the term loan facility from $260 million to $335 million and to modify certain financial covenants. The term loan is payable in quarterly installments of approximately $0.7 million. In addition to the term loan, the Credit Facility includes a senior revolving credit facility with a total principal commitment of $150 million, including up to $100 million for one or more permitted acquisitions, which matures December 31, 2007. The Credit Facility allows the Company to issue letters of credit, not to exceed $40 million in aggregate, against revolving credit facility commitments. At December 31, 2003 and 2002, the Company had letters of credit of approximately $26.0 million and $23.5 million, respectively, issued and outstanding. The Company pays a commitment fee, ranging from 0.50% – 0.75%, with respect to unused principal commitments, net of letters of credit issued, under the Credit Facility. The obligations under the Credit Facility are collateralized by substantially all of the Company's assets and unconditionally and irrevocably guaranteed jointly and severally by TriMas Corporation, the parent company, and each of the borrowers existing and subsequently acquired or organized domestic subsidiaries, other than TSPC, pursuant to the terms of a separate guarantee agreement. Although no foreign subsidiaries are currently borrowers under the Credit Facility, such entities may borrow under the facility in the future.

Borrowings under the Credit Facility bear interest at the Company's option at either a base rate used by JPMorgan Chase Bank, plus an applicable margin, or a Eurodollar rate on deposits for one, two, three or six month periods (or nine or twelve month periods if, at the time of the borrowing, all lenders agree to make such a duration available), plus an applicable margin. The applicable margin on borrowings is subject to change, depending on the Company's Leverage Ratio, as defined, and is 2.25% on base rate loans and 3.25% on Eurodollar loans at December 31, 2003. The effective interest rate on credit facility borrowings was 4.65% and 4.44% at December 31, 2003 and 2002, respectively.

The bank debt is an obligation of subsidiaries of the Company. Although the credit agreement does not restrict the Company's subsidiaries from making distributions to it in respect of the exchange notes, it does contain certain other limitations on the distribution of funds from TriMas Company LLC, the principal subsidiary, to the Company. The restricted net assets of the guarantor subsidiaries, approximately $806.9 million and $811.5 million at December 31, 2003 and 2002, respectively, are presented in the consolidating financial information in Note 21. The Credit Facility contains negative and affirmative covenants and other requirements affecting the Company and its subsidiaries, including among others: restrictions on incurrence of debt, except for permitted acquisitions and subordinated indebtedness, liens, mergers, investments, loans, advances, guarantee obligations, acquisitions, asset dispositions, sale-leaseback transactions greater than $75 million if sold at fair market value, hedging agreements, dividends and other restricted junior payments, stock repurchases, transactions with affiliates, restrictive agreements and amendments to charters, by-laws, and other material documents. The Credit Facility also requires the Company and its subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization

55

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

facility over consolidated EBITDA, as defined), interest expense ratio (cash interest expense over EBITDA, as defined) and a capital expenditures covenant. The Company was in compliance with its covenants at December 31, 2003.

The Notes are general unsecured obligations of the Company and are subordinated in right of payment to all existing and future senior debt of TriMas, including amounts outstanding under the Credit Facility. The Notes are pari passu in right of payment with all existing and future unsecured senior subordinated indebtedness of TriMas and are unconditionally guaranteed by all of the Company's domestic subsidiaries that are direct borrowers under the Credit Facility. Interest on the Notes accrues at the rate of 9 7/8% per annum and is payable semi-annually in arrears on June 15 and December 15, commencing December 15, 2002.

At any time prior to June 15, 2005, TriMas may redeem up to 35% of the aggregate principal amount of Notes issued at a redemption price of 109.875% of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more equity offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under the indenture remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 120 days of the date of the closing of such equity offering. Except as outlined herein, the Notes are not redeemable at the Company's option prior to June 15, 2007.

After June 15, 2007, TriMas may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below:

Year				Percentage
2007					104.938	%
2008					103.292	%
2009					101.646	%
2010 and thereafter					100.000	%

The Notes indenture contains negative and affirmative covenants and other requirements that are comparable to those contained in the Credit Facility. At December 31, 2003, the Company was in compliance with all such covenant requirements.

The Company capitalized debt issuance costs paid of $17.1 million and $19.4 million associated with the Credit Facility and the Notes, respectively. These amounts consist primarily of legal, accounting and transaction advisory fees, and facility fees paid to the lenders. Debt issuance costs and discount on the Notes are amortized using the interest method over the term of the Credit Facility and Notes, respectively. Unamortized debt issuance costs of $14.0 million and $12.1 million related to the Credit Facility and $16.6 million and $17.7 million related to the Notes are included in other assets in the accompanying balance sheet at December 31, 2003 and 2002, respectively.

Cash paid for interest was approximately $61.7 million in 2003. From June 6, 2002 to December 31, 2002, the Company paid cash for interest of approximately $22.9 million. Prior to June 6, 2002 and in 2001, interest expense allocated to TriMas was paid by Metaldyne.

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Future maturities of the face value of long-term debt at December 31, 2003 are as follows:

Year ending December 31:				(in thousands)
2004				$	10,920
2005					2,990
2006					2,890
2007					2,890
2008					2,890
Thereafter					715,110
Total				$	737,690

13.    Leases

TriMas leases certain equipment and plant facilities under non-cancelable operating leases. Rental expense for TriMas totaled approximately $16.2 million in 2003, $8.4 million in 2002 and $4.6 million in 2001.

During 2003, the Company entered into sale-leaseback arrangements with third-party lenders for certain of its machinery and equipment and facilities. These leases are accounted for as operating leases. The Company has an eight year lease term with respect to machinery and equipment which requires annual lease payments of approximately $8.4 million. The Company has a fifteen year lease term with respect to a leaseback of three facilities which require annual lease payments of approximately $1.7 million. The proceeds from these transactions were applied against outstanding balances under the Company's revolving credit facility. In connection with these sale-leaseback transactions, the Company recognized losses in the first and second quarters of 2003 of approximately $18.1 million and a deferred gain of approximately $4.6 million in the third quarter of 2003. The loss on disposition of property and equipment is separately identified in the accompanying statement of operations for all periods presented while the deferred gain is included in other long-term liabilities in the accompanying balance sheet and is being amortized to income over the life of the respective lease.

Minimum payments for operating leases having initial or remaining non-cancelable lease terms in excess of one year at December 31, 2003 are summarized below:

Year ended December 31:				(in thousands)
2004				$	24,120
2005					22,180
2006					20,690
2007					19,160
2008					17,990
Thereafter					102,580
Total				$	206,720

In the first quarter 2002, as part of financing arranged by Metaldyne and Heartland, the Company entered into sale-leaseback arrangements with a third-party lender for certain facilities utilized by the Company. The 20 year lease term continues until 2022 and requires annual lease payments of approximately $2.7 million per year. The proceeds from these transactions were applied against the Metaldyne Corporation net investment and advance balance. Because Metaldyne provided the third-party lender with a guarantee of the Company's lease obligations, these lease arrangements were accounted for as capitalized leases and lease obligations approximating $19 million at March 31, 2002 were recorded in long-term debt.

As a result of the recapitalization and related financing transactions completed during the second quarter of 2002, Metaldyne no longer guarantees the Company's lease obligations with the third party

57

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NOTES TO FINANCIAL STATEMENTS (Continued)

lender. Subsequent to June 6, 2002, the Company accounts for these lease transactions as operating leases. During the quarter ended June 30, 2002, the Company eliminated the capitalized lease obligation and related capitalized lease assets.

14.    Commitments and Contingencies

A civil suit was filed in the United States District Court for the Central District of California in April 1983 by the United States of America and the State of California under the federal superfund law against over 30 defendants, including the Company, for alleged release into the environment of hazardous substances disposed of at the Stringfellow Disposal Site in California. The plaintiffs have requested, among other things, that the defendants clean up the contamination at that site. A consent decree has been entered into by the plaintiffs and the defendants, including us, providing that the consenting parties perform partial remediation at the site. The State of California has agreed to take over clean-up of the site, as well as responsibility for governmental entities' past response costs.

Another civil suit was filed in the United States District Court for the Central District of California in December 1988 by the United States of America and the State of California against more than 180 defendants, including TriMas, for alleged release into the environment of hazardous substances disposed of at the Operating Industries, Inc. site in California. This site served for many years as a depository for municipal and industrial waste. The plaintiffs have requested, among other things, that the defendants clean up contamination at that site. Consent decrees have been entered into by the plaintiffs and a group of defendants, including TriMas, providing that the consenting parties perform certain remedial work at the site and reimburse the plaintiffs for certain past costs incurred by the plaintiffs at the site.

As of March 16, 2004, the Company is party to approximately 829 pending cases involving approximately 34,423 claimants alleging personal injury from exposure to asbestos containing materials formerly used in gaskets (both encapsulated and otherwise) manufactured or distributed by certain of our subsidiaries for use in the petrochemical refining and exploration industries. The Company believes that many of the pending cases relate to locations at which none of our gaskets were distributed or used. In addition, TriMas acquired various companies to distribute the Company's products that distributed gaskets of other manufacturers prior to acquisition. Total settlement costs (exclusive of defense costs) for all such cases, some of which were filed over 12 years ago, have been approximately $2.0 million. Based upon the Company's experience to date and other available information (including the availability of excess insurance), the Company does not believe that these cases will have a material adverse effect on its financial condition or future results of operations. However, we may be subjected to significant additional claims in the future, the cost of settling cases in which product identification can be made may increase and we may be subjected to further claims with respect to the former activities of our acquired gasket distributors.

The Company has provided reserves based upon its present knowledge and, subject to future legal and factual developments, does not believe that the ultimate outcome of any of the aforementioned litigations will have a material adverse effect on its consolidated financial position and future results of operations and cash flows. However, there can be no assurance that future legal and factual developments will not result in a material adverse impact on our financial condition and future results of operations.

The Company is subject to other claims and litigation in the ordinary course of business, but does not believe that any such claim or litigation will have a material adverse effect on the Company's financial position or results of operations.

15.    Related Parties

    Metaldyne Corporation

Prior to June 6, 2002, the Company was wholly-owned by Metaldyne and participated in joint activities including employee benefits programs, legal, treasury, information technology and other general corporate activities.

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

In connection with the common stock issuance and related financing transactions, TriMas assumed approximately $37.0 million of liabilities and obligations of Metaldyne, mainly comprised of contractual obligations to former TriMas employees, tax related matters, benefit plan liabilities and reimbursements to Metaldyne for normal course payments to be made on TriMas' behalf. Payments made with respect to these obligations approximated $6.4 million and $15.1 million in 2003 and 2002, respectively. During 2003, the Company also settled a net amount of approximately $4.1 million of the assumed contractual obligations. The remaining assumed liabilities of approximately $11.4 million are payable at various dates in the future and are reported as Due to Metaldyne in the accompanying balance sheet at December 31, 2003.

Subject to certain limited exceptions, Metaldyne, on the one hand, and we, on the other hand, retained the liabilities associated with our respective businesses. Accordingly, we will indemnify and hold harmless Metaldyne from all liabilities associated with us and our subsidiaries and our respective operations and assets, whenever conducted, and Metaldyne will indemnify and hold Heartland and us harmless from all liabilities associated with Metaldyne and its subsidiaries (excluding us and our subsidiaries) and their respective operations and assets, whenever conducted. In addition, we agreed with Metaldyne to indemnify one another for our allocated share (42.01%) of liabilities not readily associated with either business, or otherwise addressed including certain costs related to the November 2000 acquisition. There are also indemnification provisions relating to certain other matters intended to effectuate other provisions of the agreement. These indemnification provisions survive indefinitely and are subject to a $50,000 deductible.

Effective June 6, 2002, the Company entered into a corporate services agreement with Metaldyne. Under the terms of the agreement, TriMas paid Metaldyne an annual services fee of $2.5 million in exchange for human resources, information technology, treasury, audit, internal audit, tax, legal and other general corporate services. To the extent TriMas directly incurred costs related to items covered by the agreement, the $2.5 million fee was reduced accordingly. Effective January 1, 2003, the corporate services agreement was extended through December 31, 2003, but was amended so that the $2.5 million fee was no longer reduced for TriMas' third-party charges. Effective January 1, 2004, the Company entered into an agreement with Metaldyne whereby TriMas will reimburse Metaldyne approximately $0.4 million primarily for certain software licenses maintained by Metaldyne under an existing agreement which expires June 30, 2004.

Net investment and advances reflected the accumulation of transactions between TriMas and Metaldyne through June 6, 2002 and between Fittings and Metaldyne through May 9, 2003. These transactions included operating results, management fees and advances, as discussed below:

•	TriMas was charged a management fee by Metaldyne for various corporate support staff and administrative services. Such fees approximated one percent of net sales and amounted to $3.5 million in 2002 and $7.5 million in 2001.

•	Certain of TriMas' employee benefit plans and insurance coverages are administered by Metaldyne. These costs as well as other costs incurred on TriMas' behalf were charged directly to TriMas.

•	TriMas was also charged interest expense at various rates on the debt attributed to TriMas from Metaldyne and on the outstanding advance balance from Metaldyne. These charges, including thoses related to the Fittings business, aggregated $30.3 million in 2002 and $73.8 million in 2001.

The related advances were included in Metaldyne Corporation net investment and advances in
the accompanying balance sheets. As a result of the Company's common stock
issuance and related transactions completed during the second quarter of 2002, Metaldyne's net
investment and advances balance at June 6, 2002, net of the cash dividend paid and certain
subsequent adjustments to reflect finalization of estimated amounts, was reclassified to paid-in
capital in the statement of shareholders' equity. The amount remaining at December 31, 2002 relates to Fittings.

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

In April 2003, TriMas repurchased one million shares of its common stock from Metaldyne at $20 per share, the same price as it was valued on June 6, 2002.

In May 2003, in connection with the Fittings acquisition, the Company agreed to sublease from Metaldyne the Fittings facility in Livonia, MI. The sublease extends through 2022 and the annualized lease expense was approximately $0.2 million in 2003.

    Heartland Industrial Partners

In connection with the common stock issuance and related financing transactions in 2002, TriMas paid Heartland transaction advisory fees of $9.8 million. Of this amount, approximately $3.9 million related to equity transaction costs and were netted against proceeds of the common stock issuance recorded in paid-in capital in the accompanying balance sheet. Approximately $5.9 million related to costs incurred in connection with the original Notes issuance and obtaining the Credit Facility. These amounts were capitalized as debt issuance costs related to these financing transactions and included in other assets in the accompanying balance sheet. The Company also entered into an advisory services agreement with Heartland at an annual fee of $4.0 million plus expenses. During 2003 and 2002, Heartland was paid $4.6 million and $2.8 million, respectively, under this agreement and such amounts are included in selling, general and administrative expense in the accompanying statement of operations.

In December 2002, TriMas paid Heartland approximately $0.9 million in connection with the issuance of the additional $85 million of Notes. Such fees have been capitalized as a component of other assets in the accompanying balance sheet and are being amortized over the life of the Notes.

    Related Party Sales

During 2003 and 2002, the Company sold fastener products to Metaldyne in the amount of approximately $0.4 million and $0.5 million, respectively, and to an affiliate of a shareholder in the amount of approximately $4.5 million and $4.7 million, respectively. These amounts are included in net sales in the accompanying statement of operations.

16.    Employee Benefit Plans

    Pension and Profit-Sharing Benefits.

On January 1, 2003, TriMas implemented a new defined contribution profit sharing plan for the benefit of substantially all TriMas' domestic salaried and non-union hourly employees. The plan contains both noncontributory profit sharing arrangements and contributory plans, as defined. Aggregate charges included in the accompanying statement of operations under this plan were $3.2 million in 2003.

Effective through December 31, 2002, substantially all TriMas salaried employees participated in Metaldyne-sponsored noncontributory profit-sharing and/or contributory defined contribution plans, to which payments were approved annually by Metaldyne's Board of Directors. Aggregate charges included in the accompanying statement of operations under these plans were approximately $2.6 million in 2002 and $2.6 million in 2001. In addition, TriMas salary and non-union hourly employees participated in defined benefit pension plans sponsored by Metaldyne. The expense for these plans was approximately $1.8 million in 2002 and $2.5 million in 2001.

On June 6, 2002, the Metaldyne defined benefit pension plans were curtailed with respect to TriMas employees. Service and salary continued to accrue for the TriMas employees for benefit purposes until December 31, 2002. The liability for these plans remained the obligation of Metaldyne.

TriMas' foreign and union-hourly employees participate in defined benefit pension plans. Certain Metaldyne employees also participated in the TriMas union-hourly plans. In connection with TriMas' recapitalization, the Metaldyne employees and the related plan assets were transferred out of the

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

plans, with the plans continuing with TriMas employees only. The plan assets were allocated between Metaldyne and TriMas employees, and a greater portion of the plan assets were attributed to Metaldyne employees based on statutory asset allocation rules.

In connection with the June 6, 2002 transactions, the Company also assumed a liability of approximately $0.5 million related to a defined benefit restoration plan for certain TriMas employees. As a part of the restructuring activities during 2002, this plan was curtailed, yielding a curtailment gain of approximately $0.2 million.

Net periodic pension cost for TriMas' defined benefit pension plans, covering foreign employees, union-hourly employees and certain salaried employees includes the following components:

				(in thousands)
				2003				2002				2001
Service cost				$	730			$	680			$	570
Interest cost					1,570				1,120				1,000
Expected return on assets					(1,590	)			(1,430	)			(1,350	)
Amortization of prior-service cost					20				30				—
Curtailment (gain) loss					890				(240	)			—
Amortization of net loss					70				—				—
Net periodic pension cost				$	1,690			$	160			$	220

Major actuarial assumptions used (measurement date of September 30) in accounting for the U.S. defined benefit pension plans at December 31 are as follows:

				2003				2002				2001
Discount rate for obligations					6.25	%			6.75	%			7.60	%
Rate of increase in compensation levels					N/A				N/A				4.00	%
Expected long-term rate of return on plan assets					9.00	%			9.00	%			9.00	%

Major actuarial assumptions used (measurement date of September 30) in accounting for the non-U.S. defined benefit pension plans at December 31 are as follows:

				2003				2002				2001
Discount rate for obligations					6.20	%			6.90	%			7.00	%
Rate of increase in compensation levels					3.65	%			4.50	%			4.40	%
Expected long-term rate of return on plan assets					8.80	%			9.00	%			9.10	%

The following provides a reconciliation of the changes in TriMas' defined benefit pension plans' projected benefit obligations and fair value of assets covering foreign employees and union-hourly employees for each of the years ended December 31, 2003 and 2002 and the funded status as of December 31, 2003 and 2002:

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

				(in thousands)
				2003				2002
Changes in Projected Benefit Obligations
Benefit obligations at January 1				$	(17,640	)		$	(14,060	)
Service cost					(730	)			(680	)
Interest cost					(1,570	)			(1,120	)
Participant contributions					(90	)			(70	)
Actuarial loss					(2,590	)			(1,820	)
Benefit payments					1,480				610
Addition of HammerBlow defined benefit pension plan					(5,040	)			—
Assumption of benefit restoration plan liability					—				(460	)
Curtailment gain (loss)					(570	)			240
Change in foreign currency					(1,170	)			(620	)
Plan amendments					(40	)			—
Projected benefit obligations at December 31				$	(27,960	)		$	(17,980	)
Accumulated benefit obligations at December 31				$	(25,780	)		$	(15,380	)

				(in thousands)
				2003				2002
Changes in Plan Assets
Fair value of plan assets at January 1				$	12,750			$	14,420
Actual return on plan assets					1,420				(540	)
Employer and participant contributions					2,440				480
Benefit payments					(1,480	)			(610	)
Addition of HammerBlow defined benefit pension plan					2,300				—
Asset transfer adjustment					—				(1,280	)
Changes in foreign currency					1,390				470
Fair value of plan assets at December 31				$	18,820			$	12,940
Funded Status
Plan assets less than projected benefits at December 31				$	(9,140	)		$	(5,030	)
Unamortized prior-service cost					8,380				370
Unamortized net loss					70				5,330
Net asset (liability) recognized at December 31				$	(690	)		$	670

				(in thousands)
				2003				2002
Components of the Net Asset Recognized
Prepaid benefit cost				$	4,140			$	3,030
Accrued benefit liability					(10,110	)			(4,820	)
Intangible asset					70				370
Accumulated other comprehensive loss					5,210				2,090
Net asset recognized at December 31				$	(690	)		$	670

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Plans with Benefit Obligation Exceeding Plan Assets

				(in thousands)
				2003				2002
Benefit obligation				$	22,870			$	16,190
Plan assets					10,970				9,130
Benefit obligation in excess of plan assets				$	11,900			$	7,060

The Company expects to make contributions of approximately $2.4 million to fund its benefit obligations during 2004.

Plan Assets

The weighted average asset allocation of the Company's pension plan assets at September 30, 2003 and 2002 were as follows:

				2003				2002
Equity securities					63	%			60	%
Debt securities					36	%			35	%
Real estate					0	%			1	%
Cash					1	%			4	%
Total					100	%			100	%

The Company's investment goal is to provide for capital growth with a moderate level of volatility by investing assets per the above target allocations. The Company invests the plan assets in a balanced portfolio fund of the Northern Trust Company which seeks to provide capital appreciation and current income by investing up to 75% of the plan assets in equity securities and at least 25% in fixed income securities. The portfolio invests primarily in common stocks of U.S. companies with market capitalizations generally in excess of $1.0 billion. The expected long-term rate of return for the plan's total assets is based on the expected return of each of the above categories, weighted based on the target allocation for each class. The equity securities comprise the largest percentage of the asset allocation as they are projected to have the greatest rate of return on a long-term basis.

Postretirement Benefits.    TriMas provides postretirement medical and life insurance benefits, none of which are funded, for certain of its active and retired employees. As a part of the recapitalization on June 6, 2002, the Company assumed a liability of approximately $0.3 million related to a postretirement benefit plan specific to a TriMas location. In addition, the Company closed a plant in 2002 and terminated certain of the employees, thereby yielding a curtailment gain of approximately $0.3 million.

Net periodic postretirement benefit cost includes the following components:

				(in thousands)
				2003				2002				2001
Service cost				$	80			$	90			$	80
Interest cost					420				480				310
Net amortization					110				100				—
Net periodic postretirement benefit cost				$	610			$	670			$	390

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

The following provides a reconciliation of the changes in benefit obligations and status for each of the years ended December 31, 2003 and 2002:

				(in thousands)
				2003				2002
Changes in Benefit Obligations
Benefit obligations at January 1				$	(7,720	)		$	(4,240	)
Service cost					(80	)			(90	)
Interest cost					(420	)			(480	)
Assumption of additional postretirement liability					—				(260	)
Actuarial gain (loss)					740				(3,450	)
Curtailment gain					—				290
Participant contributions					(50	)			—
Benefit payments					660				510
Benefit obligations at December 31				$	(6,870	)		$	(7,720	)
Status
Benefit obligations at December 31				$	(6,870	)		$	(7,720	)
Unrecognized loss					2,410				3,250
Net liability at December 31				$	(4,460	)		$	(4,470	)

The discount rate used in determining the accumulated postretirement benefit obligation was 6.25% in 2003 and 6.75% in 2002. The measurement date used is September 30. The assumed health care cost trend rate in 2003 was 10.0%, decreasing to an ultimate rate in 2013 of 5%. If the assumed medical cost trend rates were increased by 1%, the accumulated postretirement benefit obligations would increase by $0.6 million and the aggregate of the service and interest cost components of net periodic postretirement benefit obligations cost would increase by $40,000. If the assumed medical cost trend rates were decreased by 1%, the accumulated postretirement benefit obligations would decrease by $0.5 million and the aggregate of the service and interest cost components of net periodic postretirement benefit cost would decrease by $40,000. The Company expects to receive employee contributions of approximately $0.1 million and to make contributions of approximately $0.5 million to fund its post-retirement benefit obligations in 2004.

In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act (the "Act") became law in the United States. This law provides for a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to the benefit established by the law. In accordance with FASB Staff Position FAS 106-b, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003," the Company has elected to defer recognition of the effects of the Act in any measures of the benefit obligation or cost until such time that the Company determines whether the benefits provided by the plan are actuarially equivalent (as defined in FASB Staff Position 106-b) to Medicare Part D under the Act.

17.    Stock Options and Awards

In September 2003, the Company's Board of Directors approved the TriMas Corporation 2002 Long Term Equity Incentive Plan (the "Plan"), which provides for the issuance of equity-based incentives in various forms. A total of 2,222,000 stock options have been approved for issuance under this Plan. As of December 31, 2003, the Company has 1,717,567 stock options outstanding, each of which may be used to purchase one share of the Company's common stock. The options have a ten-year life and an exercise price of $20. Eighty percent of the options vest ratably over three years from the date of grant, while the remaining twenty percent vest after seven years from the date of

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

grant or on an accelerated basis over three years based upon achievement of specified performance targets, as defined in the Plan. The options become exercisable upon the later of: (1) the normal vesting schedule as described above, or (2) upon the occurrence of a qualified public equity offering as defined in the Plan, one half of the vested options become exercisable 180 days following such public equity offering, and the other one half of vested options become exercisable on the first anniversary following consummation of such public offering. The following is a summary of the stock options grants during 2003:

	Outstanding as of January 1, 2003					—
	Granted					1,825,911
	Exercised					—
	Cancelled					(108,344	)
	Outstanding as of December 31, 2003					1,717,567
	Weighted-average useful life as of December 31, 2003				8.6 years
	Options exercisable as of December 31, 2003					—

During 2001, certain TriMas employees were granted a total of 336,763 Metaldyne stock options under the Metaldyne Long Term Equity Incentive Plan. Of this amount, 81,640 options vested while the remaining 255,123 options were canceled in connection with the June 6, 2002 transactions. In connection with the June 6, 2002 stock purchase agreement, each vested Metaldyne option was to be converted into one option to purchase TriMas common stock. As of December 31, 2003, all 81,640 Metaldyne stock options issued to TriMas employees have been converted into TriMas stock options and are vested under the Plan.

The Company has elected to apply the provisions of APB No. 25. Accordingly, no stock option compensation expense is included in the determination of net income in the accompanying statement of operations. The weighted average fair value on the measurement date for the options granted in 2003 was $2.25. Had stock option compensation expense been determined pursuant to the methodology of SFAS No. 123, the Company would have recorded an after-tax compensation charge of approximately $0.9 million in the year ended December 31, 2003.

The fair value of the options was estimated at the measurement date using the minimum value method, and assumed no dividends or volatility, a risk-free interest rate of 3.0% and an expected option life of 4 years.

Prior to the Metaldyne recapitalization, Metaldyne's Long Term Stock Incentive Plan provided for the issuance of stock-based incentives. Certain of TriMas' salaried employees are holders of restricted stock awards issued under that plan. Under the terms of the Metaldyne recapitalization agreement, those shares become free of restriction and vested in four equal installments as of the closing of the recapitalization and January of 2002, 2003 and 2004. Holders of restricted stock may elect to receive all of the installment in common shares of Metaldyne stock, 40% in cash and 60% in common shares of Metaldyne stock, or 100% in cash. The number of shares or cash to be received will increase by 6% per annum from the $16.90 per share recapitalization consideration. TriMas is charged directly by Metaldyne for the interest accretion on the stock awards. TriMas' portion of compensation expense, including interest accretion, for the vesting of long-term stock awards was approximately $4.8 million in 2003, $4.3 million in 2002 and $4.1 million in 2001.

18.    Segment Information

TriMas' reportable operating segments are business units that provide unique products and services. Each operating segment is independently managed, requires different technology and marketing strategies and has separate financial information evaluated regularly by the Company's chief operating decision maker in determining resource allocation and assessing performance. During the first quarter of 2003, the Company re-aligned its operating segments and appointed a president for its

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Fastening Systems segment. Prior period segment information has been revised to conform to the current structure and presentation. TriMas has four operating segments involved in the manufacture and sale of the following products:

Rieke Packaging Systems — Closures and dispensing systems for steel and plastic industrial and consumer packaging applications.

Cequent Transportation Accessories — Vehicle hitches and receivers, sway controls, weight distribution and fifth-wheel hitches, hitch mounted accessories, roof racks, trailer couplers, winches, jacks, trailer brakes and lights, brake controls, cargo tie-downs, ramps and other vehicle and trailer accessories.

Industrial Specialties — Flame-retardant facings and jacketing and insulation tapes used in conjunction with fiberglass insulation, pressure-sensitive specialty tape products, high-pressure and low-pressure cylinders for the transportation, storage and dispensing of compressed gases, metallic and nonmetallic industrial gaskets, specialty precision tools such as center drills, cutters, end mills, reamers, master gears, gages and punches, specialty engines and service parts and specialty ordnance components and weapon systems.

Fastening Systems — Large and small diameter standard and custom-designed ferrous, nonferrous and special alloy fasteners, specialized fittings and cold-headed parts used in automotive and industrial applications, and highly engineered specialty fasteners for the domestic and international aerospace industry.

The Company's management uses Adjusted EBITDA as its primary indicator of financial operating performance and as a measure of cash generating capability. Adjusted EBITDA is defined as operating profit before depreciation and amortization, impairment of goodwill and legacy restricted stock award expense. Legacy stock award expense represents a contractual obligation resulting from the November 2000 acquisition of Metaldyne by Heartland which was fully paid in January 2004. For purposes of this Note, the Company defines operating net assets as total assets less current liabilities.

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Segment activity is as follows:

				(in thousands)
				2003				2002				2001
Sales
Rieke Packaging Systems				$	119,100			$	109,050			$	105,250
Cequent Transportation Accessories					427,410				282,400				264,680
Industrial Specialties					217,890				209,310				218,810
Fastening Systems					141,000				149,490				159,660
Total				$	905,400			$	750,250			$	748,400
Adjusted EBITDA
Rieke Packaging Systems				$	37,350			$	35,190			$	33,930
Cequent Transportation Accessories					59,360				44,520				42,820
Industrial Specialties					31,760				32,720				31,360
Fastening Systems					8,340				13,590				25,910
Corporate expenses and management fees					(20,680	)			(12,380	)			(7,330	)
Total				$	116,130			$	113,640			$	126,690
Depreciation and Amortization
Rieke Packaging Systems				$	10,860			$	8,190			$	12,290
Cequent Transportation Accessories					19,300				12,640				17,950
Industrial Specialties					10,590				9,210				10,760
Fastening Systems					13,720				9,530				13,620
Corporate					380				150				110
Total				$	54,850			$	39,720			$	54,730
Goodwill Impairment Industrial Specialties				$	7,600			$	—			$	—
Operating Profit
Rieke Packaging Systems				$	26,490			$	27,000			$	21,640
Cequent Transportation Accessories					40,060				31,880				24,870
Industrial Specialties					13,570				23,510				20,600
Fastening Systems					(5,380	)			4,060				12,290
Corporate expenses and management fees					(21,060	)			(12,530	)			(7,440	)
Legacy stock award expense					(4,830	)			(4,310	)			(3,260	)
Total				$	48,850			$	69,610			$	68,700

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

				(in thousands)
				2003				2002				2001
Operating Net Assets
Rieke Packaging Systems				$	270,650			$	337,160			$	311,870
Cequent Transportation Accessories					672,140				393,770				385,130
Industrial Specialties					171,210				203,000				188,940
Fastening Systems					193,490				225,200				265,410
Corporate					7,990				132,280				(4,470	)
Total				$	1,315,480			$	1,291,410			$	1,146,880
Capital Expenditures
Rieke Packaging Systems				$	11,280			$	10,720			$	3,730
Cequent Transportation Accessories					7,390				12,320				5,350
Industrial Specialties					5,580				4,180				3,520
Fastening Systems					7,200				6,320				6,490
Corporate					240				450				—
Total				$	31,690			$	33,990			$	19,090

The Company's export sales approximated $74.1 million, $39.4 million and $58.7 million in 2003, 2002, and 2001, respectively.

The following table presents the TriMas non-United States (US) revenues for each of the years ended December 31 and operating net assets at each year ended December 31, attributed to each subsidiary's continent of domicile. There was no single non-US country for which revenue and net assets were material to the combined revenues and net assets of TriMas taken as a whole.

				(in thousands)
				2003								2002								2001
				Sales				Operating Net Assets				Sales				Operating Net Assets				Sales				Operating Net Assets
Europe				$	47,110			$	90,930			$	39,070			$	83,000			$	37,020			$	63,000
Australia					39,230				27,680				29,050				26,000				22,120				23,000
Other North America					74,090				72,010				33,760				27,000				35,810				13,000
Total non-US				$	160,430			$	190,620			$	101,880			$	136,000			$	94,950			$	99,000

68

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

19.    Income Taxes

				(in thousands)
				2003				2002				2001
Income (loss) before income tax expense:
Domestic				$	(59,250	)		$	(14,810	)		$	(17,320	)
Foreign					22,730				19,500				8,100
				$	(36,520	)		$	4,690			$	(9,220	)
Income tax expense (benefit):
Current expense (benefit):
Federal				$	210			$	3,520			$	(10,310	)
State and local					1,320				620				500
Foreign					8,020				5,460				2,650
Deferred
Federal					(15,220	)			(8,650	)			8,180
Foreign					80				1,870				930
				$	(5,590	)		$	2,820			$	1,950

The components of deferred taxes at December 31, 2003 and 2002 are as follows:

				(in thousands)
				2003				2002
Deferred tax assets:
Inventories				$	1,790			$	2,600
Accounts receivable					1,710				1,800
Accrued liabilities and other long-term liabilities					13,070				14,500
Net operating loss					23,000				11,380
Deferred tax liabilities:
Property and equipment					(53,350	)			(57,000	)
Intangible assets					(120,360	)			(106,470	)
U.S. tax on undistributed foreign earnings					(3,100	)			—
Other, principally prepaid expenses					(890	)			(4,960	)
Net deferred tax liability				$	(138,130	)		$	(138,150	)

As of December 31, 2003 and 2002, net deferred taxes are classified in the accompanying balance sheet as follows:

				2003												2002
				Current				Long-term				Total				Current				Long-term				Total
Deferred tax assets				$	11,720			$	27,850			$	39,570			$	18,820			$	11,460			$	30,280
Deferred tax liabilities					(820	)			(176,880	)			(177,700	)			(160	)			(168,270	)			(168,430	)
Net deferred taxes				$	10,900			$	(149,030	)		$	(138,130	)		$	18,660			$	(156,810	)		$	(138,150	)

69

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

The following is a reconciliation of tax computed at the U.S. federal statutory rate to income tax expense (benefit) allocated to income (loss) before income taxes:

				(in thousands)
				2003				2002				2001
U.S. federal statutory rate					35	%			35	%			35	%
Tax at U.S. federal statutory rate				$	(12,780	)		$	1,640			$	(3,230	)
State and local taxes, net of federal tax benefit					860				400				330
Higher effective foreign tax rate					150				500				750
U.S. tax on undistributed foreign earnings					3,100				—				—
Goodwill impairment					2,660				—				—
Amortization in excess of tax, net					—				—				3,920
Other, net					420				280				180
Income tax expense (benefit)				$	(5,590	)		$	2,820			$	1,950

Through June 6, 2002, the Company's results were included in Metaldyne's consolidated income tax returns and the provision for income tax expense (benefit) has been calculated as if the Company filed a separate income tax return(s). As a result of the common stock issuance and related financing transactions that occurred on June 6, 2002, the Company no longer files a consolidated return with Metaldyne and its subsidiaries for U.S. Federal and certain states income tax purposes after such date.

Liabilities for U.S. federal and state income taxes for the periods prior to June 6, 2002 were payable to Metaldyne. Under the terms of the TriMas stock purchase agreement, the income of the Company through June 6, 2002 (inclusive of interest push-down) was absorbed by the Metaldyne and subsidiaries consolidated loss and the Company is not required to reimburse Metaldyne. The 2002 current federal tax provision of $3.5 million approximates this amount with an offsetting adjustment to equity. Liabilities for U.S. federal and state income taxes for the periods prior to June 6, 2002 were payable to Metaldyne.

As of December 31, 2003, the Company has unused U.S. net operating loss ("NOL") carryforwards of approximately $58.4 million which expire from 2019 through 2023. This amount includes a U.S. Federal NOL of approximately $52.1 million generated by TriMas since the June 6, 2002 separation from Metaldyne and $6.3 million of the Metaldyne and subsidiaries consolidated NOL that is required to be allocated to the Company under the Internal Revenue Code and used on the Company's own separately filed Federal tax returns. The Company is required to reimburse Metaldyne for the utilization of the $6.3 million NOL as it occurs. A $2.2 million payable to Metaldyne was recorded upon separation in relation to such NOL. Additionally, the Company has approximately $5.0 million of various state operating loss carryforwards that expire over a variety of dates through 2023.

In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. As of December 31, 2003, applicable federal taxes of $3.1 million are provided on amounts anticipated to be remitted. The Company has not made a provision for U.S. or additional foreign withholding taxes on approximately $103.1 million of the excess of the amount for financial reporting over the tax basis of investments in certain foreign subsidiaries that are essentially permanent in duration. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries.

Tax expense (benefit) for the period January 1, 2002 through December 31, 2002 is shown before the cumulative effect of change in recognition and measurement of goodwill impairment of $36.6 million, for which no tax benefit is available.

70

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Cash taxes paid with respect to state and foreign jurisdictions during 2003 were $8.5 million. Cash taxes paid with respect to foreign jurisdictions were $3.3 million and $3.5 million in 2002 and 2001, respectively.

20.    Summary Quarterly Financial Data (unaudited, in thousands)

				For the year ended December 31, 2003
				First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Net sales				$	217,970			$	250,150			$	235,990			$	201,290
Operating profit					17,120				22,430				21,670				(12,370	)
Net income (loss) before cumulative effect of change in accounting principle					(7,020	)			(1,420	)			3,670				(26,160	)
Net income (loss)					(7,020	)			(1,420	)			3,670				(26,160	)

				For the year ended December 31, 2002
				First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Net sales				$	195,110			$	205,880			$	185,750			$	163,510
Operating profit					24,910				28,770				7,650				8,280
Net income (loss) before cumulative effect of change in accounting principle					3,800				6,730				(4,040	)			(4,620	)
Net income (loss)					(32,830	)			6,730				(4,040	)			(4,620	)

21.    Supplemental Guarantor Condensed Combining and Consolidating Financial Statements

Under an indenture dated June 6, 2002, TriMas Corporation, the parent company ("Parent"), issued 9 7/8% Senior Subordinated Notes due 2012 in a total principal amount of $437.8 million (face value). These Notes are guaranteed by substantially all of the Company's domestic subsidiaries ("Guarantor Subsidiaries"). All of the Guarantor Subsidiaries are 100% owned by the Parent and their guarantee is full, unconditional, joint and several. The Company's non-domestic subsidiaries and TSPC, Inc. have not guaranteed the Notes ("Non-Guarantor Subsidiaries"). The Guarantor Subsidiaries have also guaranteed amounts outstanding under the Company's Credit Facility.

The accompanying supplemental guarantor condensed, combining or consolidating financial information is presented on the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for the Company's share in the subsidiaries' cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries relate primarily to the elimination of investments in subsidiaries and associated intercompany balances and transactions.

Prior to June 6, 2002, the Parent held equity investments directly in certain of the Company's wholly-owned Non-Guarantor Subsidiaries, and equity in these investees is included in the Parent column of the accompanying condensed combining financial information for all periods presented. Subsequent to June 6, 2002, all investments in non-domestic subsidiaries are held directly at TriMas Company LLC, a wholly-owned subsidiary of TriMas Corporation and Guarantor Subsidiaries, and equity in non-domestic subsidiary investees for all periods subsequent to June 30, 2002 is included in the Guarantor column of the accompanying consolidating financial information. In addition, the results of Fittings are included with the results of the Guarantor Subsidiaries for each of the periods in which supplemental guarantor financial information is presented.

71

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Supplemental Guarantor
Condensed Financial Statements
Consolidating Balance Sheet
(in thousands)

				As of December 31, 2003
				Parent				Guarantor				Non- Guarantor				Eliminations				Consolidated Total
Assets
Current assets:
Cash and cash equivalents				$	—			$	4,180			$	2,600			$	—			$	6,780
Receivables, trade					—				96,720				22,250				—				118,970
Receivables, intercompany					—				—				5,780				(5,780	)			—
Inventories					—				104,230				19,860				—				124,090
Deferred income taxes					—				10,600				300				—				10,900
Prepaid expenses and other current assets					—				6,220				2,220				—				8,440
Total current assets					—				221,950				53,010				(5,780	)			269,180
Investments in subsidiaries					806,880				183,180				—				(990,060	)			—
Property and equipment, net					—				142,500				44,920				—				187,420
Goodwill					—				551,220				107,680				—				658,900
Intangibles and other assets					27,770				349,290				18,620				(11,150	)			384,530
Total assets				$	834,650			$	1,448,140			$	224,230			$	(1,006,990	)		$	1,500,030
Liabilities and Shareholders' Equity
Current liabilities:
Current maturities, long-term debt				$	—			$	10,920			$	—			$	—			$	10,920
Accounts payable, trade					—				77,100				17,030				—				94,130
Accounts payable, intercompany					—				5,780				—				(5,780	)			—
Accrued liabilities					1,920				62,110				11,070				—				75,100
Due to Metaldyne					—				4,400				—				—				4,400
Total current liabilities					1,920				160,310				28,100				(5,780	)			184,550
Long-term debt					436,070				288,990				—				—				725,060
Deferred income taxes					—				147,670				12,510				(11,150	)			149,030
Other long-term liabilities					—				37,330				440				—				37,770
Due to Metaldyne.					—				6,960				—				—				6,960
Total liabilities					437,990				641,260				41,050				(16,930	)			1,103,370
Total shareholders' equity					396,660				806,880				183,180				(990,060	)			396,660
Total liabilities and shareholders' equity				$	834,650			$	1,448,140			$	224,230			$	(1,006,990	)		$	1,500,030

72

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Supplemental Guarantor
Condensed Financial Statements
Combining Balance Sheet
(in thousands)

				As of December 31, 2002
				Parent				Guarantor				Non- Guarantor				Eliminations				Combined Total
Assets
Current assets:
Cash and cash equivalents				$	—			$	86,570			$	13,870			$	—			$	100,440
Receivables, trade					60				77,870				17,760				—				95,690
Receivables, intercompany					—				6,030				6,120				(12,150	)			—
Inventories					—				81,430				11,690				—				93,120
Deferred income taxes					—				18,660				—				—				18,660
Prepaid expenses and other current assets					—				8,920				910				—				9,830
Total current assets					60				279,480				50,350				(12,150	)			317,740
Investment in subsidiaries					811,530				128,830				—				(940,360	)			—
Property and equipment, net					—				212,760				30,860				—				243,620
Goodwill					—				444,800				74,250				—				519,050
Intangibles and other assets					25,120				324,710				3,230				(7,410	)			345,650
Total assets				$	836,710			$	1,390,580			$	158,690			$	(959,920	)		$	1,426,060
Liabilities, Shareholders' Equity and Metaldyne Corporation Net Investment and Advances
Current liabilities:
Current maturities, long-term debt				$	—			$	2,990			$	—			$	—			$	2,990
Accounts payable, trade					440				45,910				13,950				(2,900	)			57,400
Accounts payable, intercompany					—				6,120				6,030				(12,150	)			—
Accrued liabilities					1,950				58,130				4,220				—				64,300
Due to Metaldyne					—				9,960				—				—				9,960
Total current liabilities					2,390				123,110				24,200				(15,050	)			134,650
Long-term debt					435,950				257,240				—				—				693,190
Deferred income taxes					—				151,450				5,360				—				156,810
Other long-term liabilities					—				35,290				300				(4,510	)			31,080
Due to Metaldyne					—				11,960				—				—				11,960
Total liabilities					438,340				579,050				29,860				(19,560	)			1,027,690
Total shareholders' equity and Metaldyne Corporation net investment and advances					398,370				811,530				128,830				(940,360	)			398,370
Total liabilities, shareholders' equity and Metaldyne Corporation net investment and advances				$	836,710			$	1,390,580			$	158,690			$	(959,920	)		$	1,426,060

73

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Supplemental Guarantor
Condensed Financial Statements
Consolidating Statement of Operations
(in thousands)

				For the Year Ended December 31, 2003
				Parent				Guarantor				Non- Guarantor				Eliminations				Combined Total
Net sales				$	—			$	760,260			$	162,990			$	(17,850	)		$	905,400
Cost of sales					—				(574,430	)			(116,850	)			17,850				(673,430	)
Gross profit					—				185,830				46,140				—				231,970
Selling, general and administrative expenses					—				(152,510	)			(23,010	)			—				(175,520	)
Impairment of goodwill					—				(7,600	)			—				—				(7,600	)
Operating profit					—				25,720				23,130				—				48,850
Other income (expense), net:
Interest expense					(46,080	)			(18,670	)			(30	)			—				(64,780	)
Other, net					—				(17,570	)			(3,020	)			—				(20,590	)
Income (loss) before income tax (expense) benefit and equity in net income of subsidiaries					(46,080	)			(10,520	)			20,080				—				(36,520	)
Income tax (expense) benefit					11,150				2,540				(8,100	)			—				5,590
Equity in net income (loss) of subsidiaries					4,000				11,980				—				(15,980	)			—
Income (loss) before cumulative effect of change in accounting principle					(30,930	)			4,000				11,980				(15,980	)			(30,930	)
Cumulative effect of change in accounting principle					—				—				—				—				—
Net income (loss)				$	(30,930	)		$	4,000			$	11,980			$	(15,980	)		$	(30,930	)

74

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Supplemental Guarantor
Condensed Financial Statements
Combining Statement of Operations
(in thousands)

				For the Year Ended December 31, 2002
				Parent				Guarantor				Non- Guarantor				Eliminations				Combined Total
Net sales				$	—			$	666,980			$	99,410			$	(16,140	)		$	750,250
Cost of sales					—				(502,760	)			(69,040	)			16,140				(555,660	)
Gross profit					—				164,220				30,370				—				194,590
Selling, general and administrative expenses					(340	)			(112,740	)			(11,900	)			—				(124,980	)
Operating profit					(340	)			51,480				18,470				—				69,610
Other income (expense), net:
Interest expense					(21,300	)			(37,810	)			(1,700	)			—				(60,810	)
Other, net					(2,110	)			(4,360	)			2,360				—				(4,110	)
Income (loss) before income tax (expense) benefit and equity in net income of subsidiaries					(23,750	)			9,310				19,130				—				4,690
Income tax (expense) benefit					7,410				(2,900	)			(7,330	)			—				(2,820	)
Equity in net income (loss) of subsidiaries					(18,420	)			11,800				—				6,620				—
Income (loss) before cumulative effect of change in accounting principle					(34,760	)			18,210				11,800				6,620				1,870
Cumulative effect of change in recognition & measurement of goodwill impairment					—				(36,630	)			—				—				(36,630	)
Net income (loss)				$	(34,760	)		$	(18,420	)		$	11,800			$	6,620			$	(34,760	)

75

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Supplemental Guarantor
Condensed Financial Statements
Combining Statement of Operations
(in thousands)

				For the Year Ended December 31, 2001
				Parent				Guarantor				Non- Guarantor				Eliminations				Combined Total
Net sales				$	—			$	674,640			$	91,730			$	(17,970	)		$	748,400
Cost of sales					—				(500,270	)			(64,660	)			17,970				(546,960	)
Gross profit					—				174,370				27,070				—				201,440
Selling, general and administrative expenses					—				(118,240	)			(14,500	)			—				(132,740	)
Operating profit					—				56,130				12,570				—				68,700
Other income (expense), net:
Interest expense					—				(72,180	)			(1,680	)			—				(73,860	)
Other, net					—				(4,210	)			150				—				(4,060	)
Income (loss) before income tax (expense) benefit and equity in net income of subsidiaries					—				(20,260	)			11,040				—				(9,220	)
Income tax (expense) benefit					—				2,510				(4,460	)			—				(1,950	)
Equity in net income (loss) of subsidiaries					(11,170	)			3,590				—				7,580				—
Income (loss) before cumulative effect of change in accounting principle					(11,170	)			(14,160	)			6,580				7,580				(11,170	)
Cumulative effect of change in recognition & measurement of goodwill impairment					—				—				—				—				—
Net income (loss)				$	(11,170	)		$	(14,160	)		$	6,580			$	7,580			$	(11,170	)

76

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Supplemental Guarantor
Condensed Financial Statements
Consolidating Statement of Cash Flows
(in thousands)

				For the Year Ended December 31, 2003
				Parent				Guarantor				Non- Guarantor				Eliminations				Combined Total
Cash Flows from Operating Activities:
Net cash provided by operating activities, net of acquisition impact				$	(42,960	)		$	54,850			$	29,470			$	—			$	41,360
Cash Flows from Investing Activities:
Capital expenditures					—				(24,910	)			(6,780	)			—				(31,690	)
Proceeds from sales of fixed assets					—				76,180				—				—				76,180
Acquisition of businesses, net of cash acquired					—				(174,800	)			(30,970	)			—				(205,770	)
Net cash used for investing activities					—				(123,530	)			(37,750	)			—				(161,280	)
Cash Flows from Financing Activities:
Net proceeds from issuance of common stock					35,200				—				—				—				35,200
Repurchase of common stock					(20,000	)			—				—				—				(20,000	)
Proceeds from senior credit facility					—				75,000				—				—				75,000
Repayments of borrowings on senior credit facility					—				(42,600	)			—				—				(42,600	)
Proceeds from borrowings on revolving credit facility					—				390,700				—				—				390,700
Repayments of borrowings on revolving credit facility					—				(390,700	)			—				—				(390,700	)
Debt issuance costs					(2,150	)			—				—				—				(2,150	)
Increase (decrease) in Metaldyne Corporation net investment and advances					—				(18,890	)			—				—				(18,890	)
Payments on notes payable					—				(600	)			—				—				(600	)
Issuance of note payable					—				300				—				—				300
Intercompany transfers (to) from subsidiaries					29,910				(26,920	)			(2,990	)			—				—
Net cash provided by (used for) financing activities					42,960				(13,710	)			(2,990	)			—				26,260
Cash and Cash Equivalents:
Decrease for the year					—				(82,390	)			(11,270	)			—				(93,660	)
At beginning of year					—				86,570				13,870				—				100,440
At end of year				$	—			$	4,180			$	2,600			$	—			$	6,780

77

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Supplemental Guarantor
Condensed Financial Statements
Combining Statement of Cash Flows
(in thousands)

				For the Year Ended December 31, 2002
				Parent				Guarantor				Non- Guarantor				Eliminations				Combined Total
Cash Flows from Operating Activities:
Net cash provided by (used for) operating activities, net of acquisition impact				$	(20,270	)		$	(18,300	)		$	16,570			$	—			$	(22,000	)
Cash Flows from Investing Activities:
Capital expenditures					—				(29,360	)			(4,630	)			—				(33,990	)
Proceeds from sales of fixed assets					—				5,720				—				—				5,720
Investment in Hammerblow					—				(9,000	)			—				—				(9,000	)
Acquisition of businesses, net of cash acquired					—				(1,920	)			—				—				(1,920	)
Other, net					—				100				—				—				100
Net cash used for investing activities					—				(34,460	)			(4,630	)			—				(39,090	)
Cash Flows from Financing Activities:
Net proceeds from issuance of common stock					259,730				—				—				—				259,730
Increase in debt					435,850				260,000				—				—				695,850
Debt issuance costs					(18,760	)			(13,160	)			—				—				(31,920	)
Payment of debt					—				(441,560	)			—				—				(441,560	)
Dividend to Metaldyne Corporation					(338,080	)			—				—				—				(338,080	)
Intercompany transfers (to) from subsidiary					(260,790	)			260,790				—				—				—
Increase (decrease) in Metaldyne Corporation net investment and advances					(57,680	)			71,320				90				—				13,730
Net cash provided by financing activities					20,270				137,390				90				—				157,750
Cash and Cash Equivalents:
Increase for the year					—				84,630				12,030				—				96,660
At beginning of year					—				1,940				1,840				—				3,780
At end of year				$	—			$	86,570			$	13,870			$	—			$	100,440

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TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Supplemental Guarantor
Condensed Financial Statements
Combining Statement of Cash Flows
(in thousands)

				For the Year Ended December 31, 2001
				Parent				Guarantor				Non- Guarantor				Eliminations				Combined Total
Cash Flows from Operating Activities:
Net cash provided by operating activities, net of acquisition impact				$				$	65,730			$	12,980			$	—			$	78,710
Cash Flows from Investing Activities:
Capital expenditures					—				(16,390	)			(2,700	)			—				(19,090	)
Proceeds from sales of fixed assets					—				6,000				780				—				6,780
Other, net					—				(710	)			—				—				(710	)
Net cash used for investing activities					—				(11,100	)			(1,920	)			—				(13,020	)
Cash Flows from Financing Activities:
Payments of debt					—				(20,410	)			(11,750	)			—				(32,160	)
Decrease in Metaldyne Corporation net investment and advances					—				(33,740	)			(3,070	)			—				(36,810	)
Net cash provided by (used for) financing activities					—				(54,150	)			(14,820	)			—				(68,970	)
Cash and Cash Equivalents:
Increase (decrease) for the year					—				480				(3,760	)			—				(3,280	)
At beginning of year					—				1,460				5,600				—				7,060
At end of year				$	—			$	1,940			$	1,840			$	—			$	3,780

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Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A.    Controls and Procedures

Evaluation of disclosure controls and procedures

An evaluation was carried out by management with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the report that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.

Changes in disclosure controls and procedures

During the last fiscal quarter to which this report relates, we have continued implementation of actions to further enhance and improve our disclosure controls and procedures. These enhancements and improvements relate to internal accounting controls over (1) the Company's closing, consolidation and financial monitoring processes, and (2) use of standardized accounting policies and procedures appropriate to each business unit's activities. Recently added financial management personnel have continued to (a) implement closing and consolidation process improvements, including performance of additional monitoring activities and more timely preparation of account reconciliations; and (b) formally document and communicate the application and use of the Company's critical accounting policies and related procedures to appropriate business unit financial personnel.

PART III

Item 10.    Directors and Executive Officers of the Registrant.

The following table sets forth certain information regarding our directors and executive officers.

Name				Age				Position
Samuel Valenti III					58			Chairman of the Board of Directors
Gary M. Banks					53			Director
Charles E. Becker					56			Director
Timothy D. Leuliette					54			Director
W. Gerald McConnell					40			Director
David A. Stockman					57			Director
Daniel P. Tredwell					45			Director
Grant H. Beard					43			President, Chief Executive Officer and Director
Benson K. Woo					49			Chief Financial Officer
E.R. (Skip) Autry, Jr.					49			Corporate Controller
Lynn A. Brooks					50			President, Rieke Packaging Systems
William A. Fullmer					44			General Counsel and Secretary
Scott D. Hazlett					47			President, Cequent Transportation Accessories
Dwayne M. Newcom					43			Vice President, Human Resources
Edward L. Schwartz					42			President, Industrial Specialties and President, Fastening Systems
Robert J. Zalupski					45			Vice President, Finance and Treasurer

Samuel Valenti III.    Mr. Valenti was elected as Chairman of our board of directors in June 2002 and is a Senior Managing Director of Heartland Industrial Partners, L.P. He has been a director of Masco Capital Corporation since 1988. Mr. Valenti was formerly Vice President—Investments of Masco Corporation from May 1977 to October 1998. Mr. Valenti is a director of Collins & Aikman Corporation and Metaldyne Corporation.

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Gary M. Banks.    Mr. Banks was elected as one of our directors in June 2002, and is a Senior Managing Director of Heartland Industrial Partners, L.P. He served as a Director of Documentum, Inc. from March 1999 until its sale in December 2003. Mr. Banks served as Vice President and Chief Information Officer of Sithe Energies, an electricity generation trading company in New York, from October 1999 to May 2000. From August 1998 to July 1999, he was Vice President and Chief Information Officer for Xerox Corporation, a manufacturing company. From June 1992 to July 1998, Mr. Banks served as Director MIS for the agricultural division of Monsanto Inc., a life sciences company. Before joining Monsanto, he spent 15 years with Bristol-Myers Squibb Company, a pharmaceutical company. Mr. Banks is also a director of Metaldyne.

Charles E. Becker.    Mr. Becker was elected as a director in June 2002. For over 25 years, through 1998, Mr. Becker was the CEO and co-owner of Becker Group, Inc., a global automotive interiors components supplier. Becker Group, Inc. was sold to Johnson Controls, Inc. in 1998. In January 1999, Mr. Becker re-acquired ten North American plastic molding and tooling operations from Johnson Controls which subsequently became Becker Group, LLC. He served as the Chairman of Becker Group, LLC from the acquisition through 2001. Mr. Becker is also the owner and chairman of Becker Ventures, LLC, which was established in 1998 to invest in a variety of business ventures, including businesses in the manufacturing, real estate and service industries. Mr. Becker is also a director of Metaldyne and Collins & Aikman Corporation.

Timothy D. Leuliette.    Mr. Leuliette was elected as one of our directors in June 2002, and currently serves as Metaldyne's Chairman, President and Chief Executive Officer. He is the former Vice Chairman of Detroit Diesel Corp. and has spent 27 years in management of manufacturing and services businesses and in the investment of private capital. Mr. Leuliette joined the Penske Corporation as President & Chief Operating Officer in 1996 to address operational and strategic issues. From 1991 to 1996, Mr. Leuliette served as President & Chief Executive Officer of ITT Automotive. He also serves on a number of corporate and charitable boards, including serving as a Chairman of The Federal Reserve of Chicago, Detroit Branch. Mr. Leuliette is a Senior Managing Director and one of the co-founders of Heartland Industrial Partners, L.P. Mr. Leuliette is also a director of Collins & Aikman Corporation.

W. Gerald McConnell.    Mr. McConnell was elected as a director in June 2002. Mr. McConnell is a Senior Managing Director of Heartland Industrial Partners L.P. Mr. McConnell was formerly a managing director at Deutsche Banc Alex. Brown (formerly Bankers Trust Co.), a banking firm, from 1997 until 1999. From 1991 until 1999, Mr. McConnell specialized in leveraged finance and financial sponsor coverage at Deutsche Banc Alex. Brown. Mr. McConnell is also a director of Collins & Aikman Corporation and Springs Industries, Inc.

David A. Stockman.    Mr. Stockman was elected as one of our directors in June 2002. He is a Senior Managing Director and co-founder of Heartland Industrial Partners, L.P., a buyout firm, established in 1999, focused on industrial buyouts and buildups. Prior to founding Heartland, he was a senior managing director of The Blackstone Group L.P. and had been with Blackstone since 1988. Mr. Stockman is the Chairman and Chief Executive Officer of Collins & Aikman Corporation, and a director of Metaldyne Corporation and Springs Industries, Inc.

Daniel P. Tredwell.    Mr. Tredwell was elected as one of our directors in June 2002. Mr. Tredwell is a Senior Managing Director and one of the co-founders of Heartland Industrial Partners, L.P. He has more than two decades of leveraged financing experience. Mr. Tredwell served as a Managing Director at Chase Securities Inc. and had been with Chase Securities since 1985. Mr. Tredwell is also a director of Collins & Aikman Corporation, Metaldyne Corporation and Springs Industries, Inc.

Grant H. Beard.    Mr. Beard was appointed as our President and Chief Executive Officer in March 2001 and was appointed as a director in June 2002. From August 2000 to March 2001, Mr. Beard was President, Chief Executive Officer and Chairman of HealthMedia, Inc. From January 1996 to August 2000, he was President of the Preferred Technical Group of Dana Corporation, a manufacturer of tubular fluid routing products sold to vehicle manufacturers. He served as Vice President of Sales, Marketing and Corporate Development for Echlin, Inc., before the acquisition of Echlin by Dana in late 1998. Mr. Beard has experience at two private equity/merchant banking groups, Anderson Group and Oxford Investment Group, where he was actively involved in corporate development, strategy and operations management.

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Benson K. Woo.    Mr. Woo was appointed as our Chief Financial Officer in September 2003. From 1999 to 2003, Mr. Woo served at Metris Companies Inc. where he was Chief Financial Officer and Senior Vice President-Business Development. From 1998 to 1999, Mr. Woo was Vice President and Chief Financial Officer at York International Corporation, a global manufacturer of heating and air conditioning equipment. He was the Vice President and Treasurer of Case Corporation (now CNH Global NV), a global machinery manufacturer from 1994 to 1998. Mr. Woo also served in senior financial roles for General Motors Corporation from 1979 to 1994 in Detroit, New York, Canada and Brazil.

E.R. (Skip) Autry, Jr.    Mr. Autry was appointed our Corporate Controller in June 2003, prior to which he had been the Vice President, Finance for Freudenberg NOK since September 2001. From May 2000 until joining Freudenberg, Mr. Autry served as the Vice President, Finance for INTERMET Corporation, prior to which he had spent five years with Key Plastics LLC as Vice President, Operations from July 1997 to May 2000 and Vice President, Finance and Chief Financial Officer from June 1994. Key Plastics filed a petition under the federal bankruptcy laws in 2000. Prior to joining Key Plastics, Mr. Autry held a number of financial positions of increasing responsibility at the former Chrysler Corporation, and was senior manager at PricewaterhouseCoopers.

Lynn A. Brooks.    Mr. Brooks has been President of Rieke Packaging Systems since July 1996. He joined Rieke in May 1978. Prior to his current position, his responsibilities at Rieke included Assistant Controller, Corporate Controller, and Vice President-General Manager of Rieke. Before joining Rieke, he served with Ernst & Young in the Toledo, Ohio and Fort Wayne, Indiana offices.

William A. Fullmer.    Mr. Fullmer was appointed our General Counsel and Secretary in June 2003. Prior to that, Mr. Fullmer had been with TRW Inc. starting in 1989 and serving since October 1999, as Vice President and Assistant General Counsel. During his tenure with TRW, Mr. Fullmer represented at different times TRW's Automotive Electronics, Seat Belt Systems, Linkage and Suspension Systems and Information Systems and Services businesses and acted as securities and finance counsel for the company. Mr. Fullmer is and has been since June 2003 a shareholder in the Cleveland, Ohio law firm of McDonald Hopkins Co., LPA.

Scott D. Hazlett.    Mr. Hazlett joined us in August 2001, prior to which he was president of an internet based strategic sourcing start-up company that was wound-up pursuant to an assignment of assets for the benefit of its creditors. Mr. Hazlett previously held senior management positions from 1995 to 2000 with Case Corporation and CNH Global (Case-New Holland), a global manufacturer of agricultural and construction equipment, including Senior Vice-President, Global Aftersales for CNH, where he was accountable for the post-merger world-wide agricultural customer support and parts businesses; Vice-President-General Manager, of Case's North American aftermarket parts business, and General Manager, North American retail operations. Prior to joining Case Corporation in 1995, Mr. Hazlett held plant management and multi-plant business unit general management assignments in the paper industry with James River Corporation. He held command and staff positions in the U.S. military from 1981-1990, serving in Europe, and on the staff and faculty at the United States Military Academy at West Point.

Dwayne M. Newcom.    Mr. Newcom was appointed our Vice President of Human Resources in June 2002, prior to which he was the Director of Human Resources for the Metaldyne Diversified Industrials Group starting in April 2001. From May 1998 to April 2001, Mr. Newcom served as the Director of Human Resources for the Preferred Technical Group, later the Coupled Products Group, of Dana Corporation. Prior to that, Mr. Newcom held a number of human resources positions, including division human resources manager, with the Clorox Company, from November 1996 to May 1998, and with Federal Mogul Corporation from May 1985 to November 1996.

Edward L. Schwartz.    Mr. Schwartz joined us as President of Industrial Specialties in February 2003 and became President of Fastening Systems in November 2003 as well. Prior to joining us, he was Executive Vice President of Philips Electronic LG Display ("Philips") Americas region from December 2001 until his recent role with us where his responsibilities included managing CRT commercial and industrial activities in North/South America. From February 2000 until November 2001, Mr. Schwartz worked for Philips Electronics as Vice President in Hasselt, Belgium and Eindhoven, The Netherlands where he led various projects in support of Philips Patent Portfolio efforts of CD/DVD technology. From

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September 1998 until January 2000, Mr. Schwartz was General Manager for Philips Electronics, in Wetzlar, Germany where he managed commercial/industrial activities in Europe for automotive components.

Robert J. Zalupski.    Mr. Zalupski was appointed our Vice President, Finance and Treasurer in January 2003. He joined the Company as Director of Finance and Treasury in July 2002, prior to which he worked in the Detroit office of Arthur Andersen. From August 1996 through November 2001, Mr. Zalupski was a partner in the audit and business advisory services practice of Arthur Andersen providing audit, business consulting, and risk management services to both public and privately-held companies in the manufacturing, defense and automotive industries. Arthur Andersen filed a petition under the federal bankruptcy laws in 2002. Prior to August 1996, Mr. Zalupski held various positions of increasing responsibility within the audit practice of Arthur Andersen serving public and privately-held clients in a variety of industries.

Committees of the Board of Directors

We currently have an executive committee, an audit committee and a compensation committee.

Executive Committee.    We have elected to be governed by the provisions of Section 141(c)(2) of the Delaware General Corporation Law, or DGCL, and have established our executive committee under these provisions. Our executive committee currently has all the powers and authority of our board of directors in the management of our business and affairs, except in respect of:

•

approving or adopting, or recommending to stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, and

•

adopting, amending or repealing any of our by-laws.

We call the types of actions described in the previous two bullets "full board matters." Our executive committee has the power and authority to submit recommendations to the board of directors with respect to all matters requiring action by the full board of directors prior to the board of directors taking any action.

The executive committee is comprised of Messrs. Beard, Stockman, Tredwell and Valenti.

Audit Committee.    The Audit Committee reviews our various accounting, financial reporting and internal control functions and is responsible for (1) discussing with management the selection or termination of our independent auditors or chief internal auditor; (2) reviewing the terms and scope of any audit and, if the engagement relates to a non-audit function, whether the engagement has or will affect the independence of the accountants; (3) meeting with management and the independent auditors to review and discuss any report or opinion proposed to be rendered or communication required to be made in connection therewith, and the adequacy and effectiveness of our internal controls; (4) reviewing our internal audit function; (5) reviewing with management, the internal auditors and the independent auditors consolidated financial statements contained in our periodic financial reports to assess the accuracy and adequacy of the presentations and related information, including the treatment of any extraordinary items, significant adjustments proposed by the independent auditors, and changes in accounting principles; (6) reviewing with management and the independent auditors any financial reports required to be submitted to regulatory authorities; (7) meeting with the internal auditors and independent auditors in the absence of management to discuss, among other things, our accounting practices, internal controls and financial reporting, any significant difficulties they may have encountered, any important discoveries they may have made, or any material concerns they may have; and (8) investigating any matter brought to the Committee's attention within the scope of its responsibilities, with the power to retain outside counsel, independent auditors or other experts for such purpose without obtaining the prior permission of the board of directors.

Messrs. Tredwell, McConnell and Leuliette are the current members of the audit committee. Mr. Tredwell is the current audit committee chairman. Our audit committee currently operates pursuant to a formal written charter.

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Compensation Committee.    The compensation committee is responsible for developing and maintaining our compensation strategies and policies. The compensation committee is responsible for monitoring and administering our compensation and employee benefit plans and reviewing, among other things, base salary levels, incentive awards and bonus awards for officers and key executives, and such other matters that are specifically delegated to the compensation committee by applicable law or regulation, or by the board of directors from time to time. Messrs. Stockman (chairman), Leuliette and Valenti are currently members of the compensation committee. The compensation committee has a retirement plan administrative sub-committee composed of Messrs. Beard and Newcom, and Ms. Cindy Kuzmanov, our Manager, Compensation and Benefits. This sub-committee is principally responsible for developing, maintaining and administering our retirement plans.

Compensation Committee Interlocks and Insider Participation.    No member of the compensation committee is an employee of ours.

Code of Ethics.    We have adopted a code of ethics that applies to all employees including our principal executive officer, principal financial officer, controller and other persons performing similar functions. Printed copies of the Company's Code of Ethics are available free of charge to any person, upon written request to TriMas Corporation, Attn: Corporate Secretary, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304.

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Item 11.    Executive Compensation

Summary Compensation

Director Compensation.    Outside directors who are not affiliated with Heartland may receive cash compensation of $50,000 per year (other than the Chairman of the Board, if any, who may receive more) for their service as members of the board of directors and they are reimbursed for reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors and committee meetings. In addition, outside directors not affiliated with Heartland are eligible to receive awards under our 2002 Long Term Equity Incentive Plan.

Summary Executive Compensation

The following table summarizes the annual and long-term compensation paid to our Chief Executive Officer, Chief Financial Officer and four other most highly compensated executive officers based on salary and bonus, whom we refer to collectively in this report as the "named executive officers" who were serving at the end of 2003.

				Annual Compensation
Name and Principal Position				Year				Salary				Bonus(1)				Other Annual Compensation(2)				Securities Underlying Options(3)				LTIP Payouts				Other Long Term Compensation(4)
Grant H. Beard, President(5)					2003			$	750,000			$	850,000			$	131,300				—				—			$	55,600
					2002			$	663,600			$	750,000								555,000							$	23,200
Lynn A. Brooks, President, Rieke Packaging Systems(6)					2003			$	302,900			$	163,000				—				—			$	220,800			$	41,900
					2002			$	291,200			$	181,700								177,760			$	21,300				—
Scott D. Hazlett, President, Cequent Transportation Accessories					2003			$	292,300			$	100,000				—				—				—			$	23,500
					2002			$	270,400			$	201,100								177,760							$	2,500
Edward L. Schwartz, President, Industrial Specialties and Fastening Systems(7)					2003			$	253,100			$	180,000			$	64,200				111,100				—			$	16,300
Dwayne M. Newcom, Vice President, Human Resources					2003			$	207,500			$	90,000				—				—				—			$	19,200
Benson K. Woo, Chief Financial Officer(8)					2003			$	102,200			$	60,000			$	126,000				177,760				—			$	6,000

(1)	Bonuses are paid in the year subsequent to which they are earned.

(2)	Officers may receive certain perquisites and personal benefits, the dollar amounts of which are below current Commission reporting thresholds for Messrs. Hazlett, Newcom and Brooks.

(3)

Does not include options granted in 2003 as replacement for options to purchase Metaldyne common stock granted under the Metaldyne 2001 Long-Term Equity Incentive Plan earned during 2001. The securities underlying options issued as replacements for options to purchase Metaldyne stock are 51,025 and 15,308 for Messrs. Beard and Brooks, respectively. Grants of options under our 2002 Long Term Equity Incentive Plan for the years 2002 and 2003 are made in the year subsequent to which they are earned but reflected in the above table for the year in which they are earned.

(4)

Amounts represent our matching contribution under our 401(k) plan in 2003 of $700, $2,600, $2,400, $2,500 and $1,100 for Messrs Beard, Brooks, Schwartz, Newcom and Woo respectively and other amounts we credited on behalf of a named executive officer pursuant to our quarterly pension contribution plan, supplemental executive retirement plan and compensation limit restoration plan. Amounts credited under each plan other than our 401(k) vest after five years of eligible employment.

(5)	Of Mr. Beard's Other Annual Compensation, $49,200 represents the incremental cost to us of non-business use of our owned and leased aircraft and $35,600 represents country club membership.

(6)	Mr. Brooks had restricted share awards that vested in January 2004. Mr. Brooks received $215,429 in January 2004 in respect of this vesting.

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(7)	Mr. Schwartz became one of our executive officers in February 2003. His annual salary in 2004 is expected to be $320,000 plus a bonus to be determined. Of Mr. Schwartz's Other Annual Compensation in 2003, $37,500 represents country club membership and $23,400 represents tax gross ups.

(8)	Mr. Woo became our Chief Financial Officer in September 2003. Pursuant to his employment agreement, his annual salary in 2004 is expected to be $320,000, plus a bonus to be determined. Of his Other Annual Compensation in 2003, $84,200 represents moving expenses and $36,000 represents tax gross ups.

Option Grants in Last Fiscal Year

Certain of our named executive officers received options to purchase our common stock pursuant to our 2002 Long Term Equity Incentive Plan. The table below shows the option grants in 2003.

Name				Number of Securities Underlying Options Granted(1)				Percent of Total Options/SARs Granted to Employees in Fiscal Year				Exercise Price Per Share				Expiration Date				Grant Date Percent Value*
Edward L. Schwartz					111,100				29.4	%		$	20.00				3/1/13				N.M.
Benson K. Woo					177,760				47.1	%		$	20.00				10/1/13				N.M.

*	The present value of the options as of their grant date is not presented as it is not meaningful in the context of our common stock being privately held.

Option Exercises and Year-End Option Value

No options were exercised in 2003 by any of the named executive officers.

Long Term Equity Incentive Plan

We have an equity incentive plan, referred to as the 2002 Long Term Equity Incentive Plan, for our employees, directors and consultants. It is intended to provide incentives to attract, retain and motivate employees, consultants and directors in order to achieve our long-term growth and profitability objectives. The plan provides for the grant to eligible employees, consultants and directors of stock options, stock appreciation rights, restricted shares, restricted share units payable in shares of common stock or cash, performance shares, performance units, dividend equivalents and other stock-based awards. There are currently 2,222,000 shares reserved for issuance under the plan, of which 1,854,337 options have been granted. The plan is administered by the compensation committee of the board of directors, which has the authority to select persons to whom awards will be granted, the types of awards to be granted and the terms and conditions of the individual awards. Stock options that have been granted under the plan vest over a period of three to seven years and are not exercisable prior to certain liquidity events specified in applicable awards agreements. Our employees who had Metaldyne vested options received TriMas options, subject to adjustments, in substitution for those options.

Annual Value Creation Program

We adopted the Annual Value Creation Program, or AVCP, at the time of our separation from Metaldyne in June 2002. Employees under the AVCP are selected for eligibility based upon their ability to significantly impact our annual operating success. The AVCP provides an annual cash award opportunity, expressed as a percentage of base salary, and based upon the attainment of specified performance objectives. Estimated payouts for the AVCP are accrued quarterly and awards are paid within 90 days after the end of the fiscal year. Amounts paid pursuant to the AVCP in 2002 and 2003 to the named executive officers are included in the Summary Executive Compensation table above. The AVCP is administered by the compensation committee of the board of directors.

Retirement Savings Plan and Quarterly Pension Contribution Plan

We have established a 401(k) retirement savings plan that is intended to qualify as a defined contribution profit-sharing plan under the Internal Revenue Code Section 401(a) and includes a cash or

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deferred arrangement that is intended to qualify under Code Section 401(k). The plan was established and is maintained for the exclusive benefit of our eligible employees and their beneficiaries. The plan was effective January 1, 2003. We make matching contributions for active participants equal to 2.5% of their permitted contributions, up to a maximum of 5% of the participant's annual salary. Eligible employees are immediately 100% vested in both their individual and company matching contributions. Vesting in our contributions also occurs upon attainment of retirement age, death or disability.

In addition, we have established the Quarterly Pension Contribution Plan, or QPC, which is a defined contribution plan available to all of our eligible employees, including our named executive officers. The plan was established effective January 1, 2003. We make contributions to each participating employee's plan account at the end of each quarter with the contribution amount determined as a percentage of the employee's base pay. The percentage is based on the employee's age and ranges from 1.0% for employees under the age of 30 to 4.5% for employees age 50 or over. Contributions vest 100% after five years of eligible employment.

Supplemental Executive Retirement Plan and Compensation Limit Restoration Plan

Under our Supplemental Executive Retirement Plan, or SERP, and Compensation Limit Restoration Plan, or CLRP, certain of our executives and other key employees may receive retirement benefits in addition to those provided under our other retirement plans. Both plans are nonqualified, unfunded plans that were established effective January 1, 2003. Under our SERP, we make a contribution to each participant's account at the end of each quarter with the amount determined as a fixed percentage of the employee's base pay. The percentage is based on the employee's age on the date of original participation in the plan (6% for Mr. Brooks and 4% for the other named executive officers). Contributions vest 100% after five years of eligible employment.

Under our CLRP, we have undertaken to pay retirement benefits otherwise payable to certain individuals, including the named executive officers, under the terms of our qualified retirement plan but for the provisions of the Code limiting amounts payable under tax-qualified retirement plans.

Compensation pertaining to these plans is included in the Summary Executive Compensation Table above.

Metaldyne Pension Plans

Certain executive officers participate in pension plans maintained by Metaldyne that cover certain of our salaried employees. The following table shows estimated annual retirement benefits payable for life at age 65 for various levels of compensation and service under these plans.

				Years of Service(2)
Remuneration(1)				5				10				15				20				25				30
$100,000				$	5,645			$	11,290			$	16,935			$	22,580			$	28,225			$	33,870
200,000					11,290				22,580				33,870				45,161				56,451				67,741
300,000					16,935				33,870				50,806				67,741				84,676				101,611
400,000					22,580				45,161				67,741				90,321				112,902				135,482
500,000					28,225				56,451				84,676				112,902				141,127				169,352
600,000					33,870				67,741				101,611				135,482				169,352				203,223
700,000					39,516				79,031				118,547				158,062				197,578				237,093
800,000					45,160				90,321				135,482				180,643				225,803				270,964

(1)	For purposes of determining benefits payable, remuneration in general is equal to the average of the highest five consecutive January 1 annual base salary rates paid by us prior to retirement.

(2)

Vesting occurs after five full years of employment. The benefit amounts set forth in the table above have been converted from the plans' calculated five-year certain and life benefit and are not subject to reduction for social security benefits or for other offsets, except to the extent that pension or

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equivalent benefits are payable under a Masco Corporation plan. The table does not depict federal tax code limitations on tax-qualified plans because one of our plans is a non-qualified plan established to restore for certain salaried employees (including certain of the named executive officers) benefits that are not otherwise limited by the Code. Approximate years of credited service for the named executive officers are: Mr. Beard–2, Mr. Brooks–24, Mr. Hazlett–2 and Mr. Newcom–2. In connection with the June 2002 transaction, the liability under this plan was retained by Metaldyne, however years of service at TriMas are credited toward the vesting requirements of this plan. We established defined contribution plans effective January 1, 2003.

Under the Metaldyne Benefit Restoration Plan Mr. Beard is eligible to receive retirement benefits in addition to those provided under our other retirement plans. Mr. Beard is to receive annually upon retirement on or after age 65, an amount which, when combined with benefits from our other retirement plans (and, for most participants, any retirement benefits payable by reason of employment by prior employers) equals up to 60 percent of the average of the participant's highest three years' cash compensation received from us (base salary and regular year-end cash bonus or equivalent estimates where cash compensation has been reduced by agreement with us). A disability benefit is payable to a participant who has been employed at least two years and becomes disabled. Participants who terminate with more than five years' service before age 65 become entitled to receive a benefit adjusted by an age-and-service vesting schedule that provides for no more than 50 percent vesting upon attainment of age 50 and 100 percent vesting no earlier than age 60, with provision for an additional 20 points of vesting (not to exceed 100 percent in total) should termination by us without cause occur prior to age 65. Such vested benefit is not payable until age 65 and is subject to offset for amounts earned from prior or future employers. A surviving spouse will receive reduced benefits upon the participant's death. A participant and his (or her) surviving spouse may also receive supplemental medical benefits. The plan is unfunded, except that accelerated payment on a present value basis is mandatory following a change of control. In connection with our separation from Metaldyne, as of June 6, 2002, the Metaldyne pension plans were curtailed with respect to our employees. Service and salary continued to accrue for our employees for benefit purposes until December 31, 2002.

Employment Agreements

We have entered into employment agreements with Messrs. Beard, Brooks, Hazlett, Newcom, Schwartz and Woo. Each such employment agreement states that the employee shall devote his full business time and efforts to the performance of his duties and responsibilities.

Mr. Beard's employment agreement provides that he will serve as our President and Chief Executive Officer and will receive an annual salary of $750,000 and be eligible to receive a base bonus of up to 100% of base salary. Mr. Woo's employment agreement provides that he will serve as our Chief Financial Officer and will receive an annual salary of $320,000, as may be adjusted during the term of the agreement, and will participate in our AVCP. Mr. Brooks' employment agreement provides that he will serve as our Group President and will receive a salary of $291,200, as may be adjusted during the term of the agreements, and will participate in our AVCP. Mr. Schwartz's employment agreement provides that he will serve as our Group President and will receive a salary of $280,000 as may be adjusted during the term of the agreement, and will participate in our AVCP. Mr. Hazlett's employment agreement provides that he will serve as our Group President and will receive a salary of $290,000, as may be adjusted during the term of the agreement and will participate in our AVCP. Mr. Newcom's employment agreement provides that he will serve as our Vice President, Human Resources, will receive an annual base salary of $190,000, as may be adjusted during the term of the agreement and will participate in our AVCP. Mr. Beard's agreement terminates on December 31, 2006 and is automatically renewable for successive one-year terms unless notice is given 30 days prior to the end of the term. Messrs. Brooks', Hazlett's, Newcom's, Schwartz's and Woo's employment agreements each expire on December 31, 2004 and are each automatically renewable for successive one-year terms unless notice is given 30 days prior to the end of the term.

Each employment agreement provides the executive with certain benefits, including participation in the 2002 Long Term Equity Incentive Plan. Each agreement provides that we may, without cause, and the employee may, for good reason, terminate the agreement such that the employee would receive two years continued base salary, a bonus equal to two times his target bonus opportunity for a 12-month period,

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pro-rated bonus for the year termination occurs and continued benefits for up to 24 months. Mr. Beard would receive 30 months' continued base salary, a bonus equal to the highest of the previous five years' bonus award payable over 30 months and continued benefits for 30 months. Each agreement further provides that we may, for cause, and the executive may voluntarily, without good reason, terminate the agreement without any severance payments. Cause is defined in each agreement as the employee being convicted or entering a plea of guilty or no lo contendere to a felony or the employee's willful or sustained insubordinate or negligent conduct in the performance of his duties. Further, each agreement provides that within ten days of a qualified termination following a change of control, each executive, other than Mr. Beard, would receive two and one-half times his base salary and a bonus equal to two and one-half times the target bonus opportunity for such fiscal year in addition to a two and one-half year continuation of benefits. Mr. Beard would receive three times his base salary and a bonus equal to three times the target bonus opportunity for such fiscal year in addition to a three year continuation of benefits. Lastly, each employment agreement stipulates that the executive shall refrain from competing with us for a period of two years from the date of termination.

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Principal Stockholders

The following table sets forth information with respect to the beneficial ownership of our common stock as of March 24, 2004 by:

•

each person known by us to beneficially own more than 5% of our common stock;

•

each of our directors;

•

each of the named executive officers; and

•

all of our directors and executive officers as a group.

The percentages of common stock beneficially owned are reported on the basis of regulations of the Commission governing the determination of beneficial ownership of securities. Under the rules of the Commission, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. Except as indicated in the footnotes to this table, we believe, each beneficial owner named in the table below will have sole voting and sole investment power with respect to all shares beneficially owned by them. As of March 24, 2004, we had 20,010,000 shares outstanding, but there are an additional 750,000 shares underlying a warrant issued to Metaldyne, which is exercisable at a nominal exercise price of $0.01 per share. There are significant agreements relating to voting and transfers of common stock in the Shareholders Agreement described under Item 13. "Certain Relationships and Related Transactions."

Name and Beneficial Owner				Shares Beneficially Owned
				Number				Percentage
Heartland Industrial Associates, L.L.C.(1)(2)					18,500,000				89.1	%
55 Railroad Avenue Greenwich, Connecticut 06830
Metaldyne Corporation(3)					5,750,000				27.7	%
47659 Halyard Drive Plymouth, Michigan 48170
Masco Capital Corporation					1,250,000				6.2	%
21001 Van Born Road Taylor, Michigan 48180
Gary M. Banks(2)					18,500,000				89.1	%

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Name and Beneficial Owner				Shares Beneficially Owned
				Number				Percentage
Charles E. Becker					0				0
Grant H. Beard(4)					0				0
Lynn A. Brooks(4)					0				0
Scott D. Hazlett(4)					0				0
Dwayne M. Newcom(4)					0				0
Edward L. Schwartz(4)					0				0
Benson K. Woo(4)
Tim Leuliette(2)					18,500,000				89.1	%
W. Gerald McConnell(2)					18,500,000				89.1	%
David A. Stockman(2)					18,500,000				89.1	%
Daniel P. Tredwell(2)					18,500,000				89.1	%
Samuel Valenti III(2)					18,500,000				89.1	%
All executive officers and directors as a group (16 persons)(2)(4)					18,500,000				89.1	%

(1)

Of these shares of common stock (1) 12,750,000 are beneficially owned indirectly by Heartland Industrial Associates, L.L.C. as the general partner of each of the limited partnerships which hold shares of common stock directly and (2) 5,750,000 shares are beneficially owned by Metaldyne as summarized in footnote (3) below. These limited liability companies and limited partnership hold common stock as follows: 11,784,260 shares are held by TriMas Investment Fund I, L.L.C.; 675,000 shares are held by HIP Side-by-Side Partners, L.P.; and 290,740 shares are held by TriMas Investment Fund II, L.L.C. In addition, by reason of the shareholders agreement summarized under Item 13. "Certain Relationships and Related Transactions," Heartland Industrial Associates, L.L.C. may be deemed to share beneficial ownership of shares of common stock held by other stockholders party to the shareholders agreement and may be considered to be a member of a "group," as such term is used under Section 13(d) under the Exchange Act.

(2)

All shares are beneficially owned as disclosed in footnote (1). Mr. Stockman is the Managing Member of Heartland Industrial Associates, L.L.C., but disclaims beneficial ownership of such shares. Messrs. Banks, Leuliette, McConnell, Tredwell and Valenti are also members of Heartland Industrial Associates, L.L.C. and also disclaim beneficial ownership of the shares. The business address for each such person is 55 Railroad Avenue, Greenwich, CT 06830.

(3)

Shares are held directly by Metaldyne Company L.L.C., a wholly owned subsidiary of Metaldyne Corporation. Includes a presently exercisable warrant to purchase 750,000 shares of common stock, but does not include shares of common stock beneficially owned by Heartland Industrial Associates, L.L.C. notwithstanding that we understand that Metaldyne and Heartland Industrial Associates, L.L.C. may agree to file together as a "group," as described in footnote (1) above.

(4)	No options granted under our 2002 Long Term Equity Incentive Plan are exercisable within the next 60 days. Options are therefore not included.

Item 13. Certain Relationships and Related Transactions

Stock Purchase Agreement with Metaldyne and Heartland

Prior to June 6, 2002, we were wholly-owned by Metaldyne and we participated in joint activities including employee benefits programs, legal, treasury, information technology and other general corporate activities.

General.    On June 6, 2002, Metaldyne and Heartland consummated a stock purchase agreement under which Heartland and other investors invested approximately $265 million in us to acquire approximately 66% of our fully diluted common stock. As a result of the investment and other

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transactions described below, Metaldyne received $840 million in the form of cash, retirement of debt we owed to Metaldyne or owed by us under the Metaldyne credit agreement and the repurchase of the balance of receivables we originated and sold under the Metaldyne receivables facility. Metaldyne retained shares of our common stock valued at $120 million (based upon the $20.00 per share price then paid by Heartland). In addition, Metaldyne received a warrant to purchase additional shares of our common stock valued at $15 million (based upon the $20.00 per share price then paid by Heartland). Further, since January 1, 2003 and in connection with each of the HammerBlow, Highland and Fittings acquisitions, Heartland purchased an aggregate of approximately $35 million of our common stock. The price per share initially paid by Heartland was determined following arms' length negotiations between Heartland and disinterested members of the Board of Directors of Metaldyne. Subsequent investments were valued at the same price. In addition, we repurchased $20.0 million of our common stock from Metaldyne at the same $20.00 per share price. Heartland and Metaldyne presently own approximately 61% and 28% of our fully diluted common stock, respectively. See Item 12. "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters."

Employee Matters.     Pursuant to the stock purchase agreement, each outstanding option to purchase Metaldyne common stock which has not vested, and which were held by our employees was canceled on the closing date. Each option held by certain present and former employees which vested on or prior to the closing date was replaced by options to purchase our common stock, with appropriate adjustments.

Pursuant to the stock purchase agreement, we agreed to promptly reimburse Metaldyne upon its written demand for (i) cash actually paid in redemption of certain restricted shares of Metaldyne held by certain employees under restricted stock awards and (ii) 42.01% of the amount of cash actually paid to certain other employees by Metaldyne in redemption of restricted stock awards held by such employees. This obligation ceased as of January 2004 when the final vesting of restricted stock awards occurred. We also have certain other obligations to reimburse Metaldyne for the allocated portion of its current and former employee related benefit plan responsibilities.

Indemnification.     Subject to certain limited exceptions, Metaldyne, on the one hand, and we, on the other hand, retained the liabilities associated with our respective businesses. Accordingly, we will indemnify and hold harmless Metaldyne from all liabilities associated with us and our subsidiaries and their respective operations and assets, whenever conducted, and Metaldyne will indemnify and hold Heartland and us harmless from all liabilities associated with Metaldyne and its subsidiaries (excluding us and our subsidiaries) and their respective operations and assets, whenever conducted. In addition, we agreed with Metaldyne to indemnify one another for our allocated share (57.99% in the case of Metaldyne and 42.01% in our case) of liabilities not readily associated with either business, or otherwise addressed including certain costs related to the November 2000 acquisition. There are also indemnification provisions relating to certain other matters intended to effectuate other provisions of the agreement. These indemnification provisions survive indefinitely and are subject to a $50,000 deductible. Conflicts which arise with respect whether a matter is related to us or Metaldyne may, under certain circumstances, be resolved by the Chief Executive Officer of Metaldyne, which may present conflicts of interest.

Assumed Liabilities.    In connection with the foregoing, we assumed approximately $37.0 million of certain liabilities and obligations of Metaldyne, comprised mainly of contractual obligations to our former employees, tax-related matters, benefit plan liabilities and reimbursements to Metaldyne for normal course payments to be made on our behalf. Payments made with respect to these obligations approximated $6.4 million and $15.1 million in 2003 and 2002, respectively. During 2003, we also settled approximately $4.0 million of the assumed contractual obligations, which has been recorded as paid in capital in the accompanying statement of shareholders' equity and Metaldyne net investment and advances. The remaining assumed liabilities of approximately $11.4 million are payable at various future dates and are reported as due to Metaldyne in the accompanying balance sheet as of December 31, 2003.

Shareholders Agreement

Heartland, Metaldyne and other investors are parties to a shareholders agreement regarding their ownership of our common stock. The agreement contains other covenants for the benefit of the shareholders parties thereto.

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Election of Directors.    The shareholders agreement provides that the parties will vote their shares of common stock in order to cause (1) the election to the board of directors of such number of directors as shall constitute a majority of the board of directors as designated by Heartland; and (2) the election to the board of directors of up to two directors designated by Metaldyne.

Transfers of Common Stock.    The shareholders agreement restricts transfers of common stock except for certain transfers, including (1) to a permitted transferee of a stockholder, (2) pursuant to the "right of first offer" provision discussed below, (3) pursuant to the "tag-along" provision discussed below, (4) pursuant to the "drag-along" provision discussed below and (5) pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act.

Right of First Offer.    The shareholders agreement provides that no stockholder party to the agreement may transfer any of its shares other than to a permitted transferee of such stockholder or pursuant to the "tag-along" and "drag-along" provisions unless such stockholder shall offer such shares to us. If we decline to purchase the shares, then Heartland shall have the right to purchase such shares. Any shares not purchased by us or Heartland can be sold by such stockholder party to the agreement at a price not less than 90% of the price offered to us or Heartland.

Tag-Along Rights.    The shareholders agreement grants the stockholders party to the agreement, subject to certain exceptions, in connection with a proposed transfer of common stock by Heartland or its affiliates, the right to require the proposed transferee to purchase a proportionate percentage of the shares owned by the other stockholders at the same price and upon the same economic terms as are being offered to Heartland.

Drag-Along Rights.    The shareholders agreement provides that when Heartland and its affiliates enter into a transaction resulting in a substantial change of control of us, Heartland has the right to require the other stockholders to sell a proportionate percentage of shares of common stock in such transaction as Heartland is selling and to otherwise vote in favor of the transactions effecting such substantial change of control.

Registration Rights.    The shareholders agreement provides the stockholders party to the agreement with unlimited "piggy-back" rights each time we file a registration statement except for registrations relating to (1) shares underlying management options and (2) an initial public offering consisting of primary shares. In addition, following a qualifying public equity offering, Heartland and Metaldyne have the ability to demand the registration of their shares, subject to various hold back, priority and other agreements. The shareholders agreement grants three demand registrations to Metaldyne and an unlimited number of demands to Heartland.

Heartland Advisory Agreement

We and Heartland are parties to an Advisory Agreement pursuant to which Heartland is engaged to provide consulting services to us with respect to financial and operational matters. Heartland is entitled to receive a fee for such services equal to $4.0 million per annum, payable quarterly, which is what we believe we would pay an unaffiliated third party for such services. In addition to providing ongoing consulting services, Heartland has also agreed to assist in acquisitions, divestitures and financings, for which Heartland will receive a fee equal to one percent of the value of such transactions. In 2002, Heartland received a fee of $9.75 million and $0.85 million in connection with our separation from Metaldyne and related financings and a subsequent issuance of debt securities. In 2003, Heartland was paid an aggregate of $2.1 million in fees for advisory services in connection with the acquisitions of HammerBlow and Highland. The Advisory Agreement also provides that Heartland will be reimbursed for its reasonable out-of-pocket expenses. The Advisory Agreement terminates when Heartland owns less than 10% of the common equity interest it acquired in us from the June 2002 transactions or such earlier date as Heartland and we shall agree.

Corporate Services Agreement

We and Metaldyne were party to a services agreement pursuant to which Metaldyne provided us use of its management information systems, legal, tax, accounting, human resources and other support services in return for payment of an annual fee of $2.5 million for the services, payable in equal quarterly

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installments of $625,000 for the term of the agreement. The annual fee amount represents what we believe we would pay an unaffiliated third party for such services. This agreement expired at the end of 2003. Effective January 1, 2004, we entered into a new agreement with Metaldyne whereby we will reimburse Metaldyne for certain software licensing fees and other general corporate services for a fee of approximately $0.4 million in 2004.

Assignment of Lease Agreement

We and Heartland entered into an assignment of lease agreement for our headquarters in Bloomfield Hills, Michigan for the remainder of the term. The lease will expire on June 30, 2010 at which time we have the option to extend the lease for one five-year period. Pursuant to the terms of the assignment, we will be responsible for payment of all rent for the premises. We currently pay approximately $28,866 per month which amount increases to approximately $44,374 per month during the term of the lease. In addition, we will be required to pay all applicable taxes, utilities and other maintenance expenses and will be required to obtain general liability and fire insurance for the premises.

Fittings Acquisition

On May 9, 2003, we acquired an automotive fasteners manufacturing business, which we refer to as the Fittings acquisition, from Metaldyne for approximately $22.7 million on a debt-free basis. In connection with the acquisition, we agreed to sublease from Metaldyne its Livonia, Michigan facility where the acquired business is currently located. The sublease extends through 2022 and the annualized lease expense was approximately $0.2 million in 2003. The acquired business is a leading manufacturer of specialized fittings and cold-headed parts used in automotive and industrial applications. Its products include specialty tube nuts, spacers, hollow extruded components, and locking nut systems used in brake, fuel, power steering, and engine, transmission and chassis applications.

Sales to Metaldyne

During 2003 and 2002, we sold fastener products to Metaldyne in the amount of approximately $0.4 million and $0.5 million, respectively, and to Collins & Aikman Corporation, an affiliate of Heartland, of approximately $4.5 million and $4.7 million, respectively. These amounts are included in net sales in the accompanying statement of operations.

McDonald Hopkins Co., LPA

Our General Counsel and Secretary, Willam A. Fullmer, is a shareholder in the law firm of McDonald Hopkins Co., LPA. We pay various fees and expenses to McDonald Hopkins on an annual basis to secure Mr. Fullmer's services as our General Counsel. In addition, McDonald Hopkins provides us with certain paralegal and administrative services, and represents us in a variety of transactional and general corporate matters. We paid McDonald Hopkins approximately $2.4 million in fees and expenses during the year ended December 31, 2003.

Relationships with Heartland

Heartland Industrial Partners, L.P. is a private equity firm established in 1999 for the purpose of acquiring and expanding industrial companies operating in various sectors of the North American economy that are well positioned for global consolidation and growth. The managing general partner of Heartland is Heartland Industrial Associates, L.L.C. Certain of our directors are members of the general partner, specifically Messrs. Banks, Leuliette, McConnell, Tredwell, Stockman and Valenti. In addition one of our directors, Mr. Becker is a limited partner in Heartland with interests representing less than 5% of the commitments in Heartland. Heartland has informed us that its limited partners include many financial institutions, private and government employee pension funds and corporations. We may, in the ordinary course of business, have on a normal, customary and arms' length basis, relationships with certain of Heartland's limited partners, including banking, insurance and other relationships.

Item 14.    Principal Accounting Fees and Services

A.    Audit Fees

KPMG LLP

On June 20, 2003, the Audit Committee of the Company's Board of Directors appointed KPMG LLP as the Company's independent accountants for the year ending December 31, 2003.

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2003 Fees:   Fees for all services provided by KPMG for the year ended December 31, 2003 were as follows:

•	Audit Fees:   Aggregate fees for professional services rendered by KPMG LLP in connection with its audit of the Company's financial statements as of and for the year ended December 31, 2003, and its limited reviews of the Company's unaudited interim financial statements as of and for the year ended December 31, 2003 were $0.6 million.

•	All Other Fees:   In addition to the fees described above, aggregate fees of $0.1 million were billed by KPMG LLP during the year ended December 31, 2003, primarily for the following professional services (in millions):

Audit-related services (a)				$	—
Income tax compliance and related tax services				$	0.03
All other products and services (a)				$	0.05

(a)	0% of these fees were covered by the de minimus safe harbor exception from Audit Committee pre-approval set forth in Rule 2-01(c)7(ii)(C) of the Commission's Regulation S-X (17 CFR 210.2-1(c)(7)(C)).

2002 Fees:   During the year ended December 31, 2002, KPMG LLP was not engaged as an independent accountant to audit either the financial statements of the Company or any of its subsidiaries, nor was it consulted regarding the application of accounting principles to any specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or any matter that was the subject of a disagreement or reportable event.

PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") served as the Company's independent accountants during the year ended December 31, 2002.

2002 Fees:   Fees for all services provided by PricewaterhouseCoopers for the year ended December 31, 2002 were as follows:

•	Audit Fees:   Aggregate fees for professional services rendered by PricewaterhouseCoopers in connection with its audit of the Company's financial statements as of and for the year ended December 31, 2002 and its limited reviews of the Company's unaudited interim financial statements were $2.6 million.

•	All Other Fees:   In addition to the fees described above, aggregate fees of $0.6 million were billed by PricewaterhouseCoopers during the year ended December 31, 2002, primarily for the following professional services (in millions):

Audit-related services(b)				$	0.2
Income tax compliance and related tax services(c)				$	0.3
All other products and services				$	0.1

(b)	Audit-related fees include services for acquisition due diligence and other support activities and other financing transaction support.

(c)	These fees consist of tax consulting services and compliance services.

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B.    Audit Committee's Pre-Approval Policies for Auditor Services

The Audit Committee's policies permit the Company's independent accountants (KPMG LLP) to provide audit-related services, tax services and non-audit services to the Company, subject to the following conditions:

(1)   KPMG LLP will not be engaged to provide any services that may compromise its independence under applicable laws and regulations, including rules and regulations of the Securities and Exchange Commission, the Public Company Accounting Oversight Board, and the New York Stock Exchange;

(2)   KPMG LLP and the Company will enter into engagement letters authorizing the specific audit-related tax or non-audit services and setting forth the cost of such services;

(3)   The Company is authorized, without additional Audit Committee Approval, to engage KPMG LLP to provide (a) Audit-related and tax services, including due diligence and tax planning related to acquisitions where KPMG LLP does not audit the target company, to the extent that the cost of such engagement does not exceed $250,000, (b) due diligence and tax planning related to acquisitions where KPMG LLP audits the target company, to the extent the cost of such engagement does not exceed $20,000, and (c) services not otherwise covered by (a) or (b) above to the extent the cost of such engagements does not exceed $150,000; provided, however, that the aggregate amount of all such engagements under (a), (b) and (c) may not exceed $350,000 in any calendar quarter;

(4)   The Chairman of the Audit Committee will be promptly notified of each engagement, and the Audit Committee will be updated quarterly on all engagements, including fees.

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PART IV

Item 15.    Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) Listing of Documents

(1) Financial Statements

The Company's Consolidated Financial Statements included in Item 8 hereof, as required at December 31, 2003 and December 31, 2002, and for the periods ended December 31, 2003, December 31, 2002 and, December 31, 2001, consist of the following:

Balance Sheets

Statement of Operations

Statement of Cash Flows

Statement of Shareholders' Equity and Metaldyne Corporation Net Investment and Advances

Notes to Financial Statements

(2) Financial Statement Schedules

Financial Statement Schedule of the Company appended hereto, as required for the periods ended December 31, 2003, December 31, 2002 and, December 31, 2001, consists of the following:

Valuation and Qualifying Accounts

(3) Exhibits

See Exhibit Table at the end of this Report.

(b) Reports on Form 8-K:

A report on Form 8-K dated December 19, 2003 reported under Items 5 and 7, the amendment of our senior credit facility.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				TRIMAS CORPORATION         (Registrant)
DATE: March 26, 2004				BY: /s/ Grant H. Beard   Name: Grant H. Beard Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Grant H. Beard		President and Chief Executive Officer (Principal Executive Officer) and Director		March 26, 2004
Grant H. Beard
/s/ Benson K. Woo		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		March 26, 2004
Benson K. Woo
/s/ Samuel Valenti		Chairman of the Board of Directors		March 26, 2004
Samuel Valenti III
/s/ Gary M. Banks		Director		March 26, 2004
Gary M. Banks
/s/ Charles E. Becker		Director		March 26, 2004
Charles E. Becker
/s/ Timothy D. Leuliette		Director		March 26, 2004
Timothy D. Leuliette
/s/ W. Gerald McConnell		Director		March 26, 2004
W. Gerald McConnell
/s/ David A. Stockman		Director		March 26, 2004
David A. Stockman
/s/ Daniel P. Tredwell		Director		March 26, 2004
Daniel P. Tredwell

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TRIMAS CORPORATION
SCHEDULE II
PURSUANT TO ITEM 15(a)(2)
OF FORM 10-K
VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED
DECEMBER 31, 2003, 2002 AND 2001.

COLUMN A				COLUMN B				COLUMN C								COLUMN D				COLUMN E
								ADDITIONS
DESCRIPTION				BALANCE AT BEGINNING OF PERIOD				CHARGED TO COSTS AND EXPENSES				CHARGED (CREDITED) TO OTHER ACCOUNTS (A)				DEDUCTIONS (B)				BALANCE AT END OF PERIOD
Allowance for doubtful accounts deducted from accounts receivable in the balance sheet
Year Ended December 31, 2003				$	4,340,000			$	520,000			$	450,000			$	510,000			$	4,800,000
Year Ended December 31, 2002				$	3,690,000			$	1,390,000			$	115,000			$	855,000			$	4,340,000
Year Ended December 31, 2001				$	4,890,000			$	2,190,000			$	1,100,000			$	4,490,000			$	3,690,000

(A)	Allowance of companies acquired, and other adjustments, net.

(B)	Deductions, representing uncollectible accounts written-off, less recoveries of amounts written-off in prior years.

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TRIMAS CORPORATION

Exhibit Index

Exhibit No.				Description
3.1(b)				Amended and Restated Certificate of Incorporation of TriMas Corporation.
3.2(b)				Amended and Restated By-laws of TriMas Corporation.
4.1(b)				Indenture relating to the 9 7/8% senior subordinated notes, dated as of June 6, 2002, by and among TriMas Corporation, each of the Guarantors named therein and The Bank of New York as trustee.
4.2(b)				Form of note (included in Exhibit 4.1).
4.3(b)				Registration Rights Agreement relating to the 9 7/8% senior subordinated notes issued June 6, 2002 dated as of June 6, 2002 by and among TriMas Corporation and the parties named therein.
	4.4(b)		Registration Rights Agreement relating to the 9 7/8% senior subordinated notes issued December 10, 2002 dated as of December 10, 2002 by and among TriMas Corporation and the parties named therein.
4.5(d)				Supplemental Indenture dated as of March 4, 2003.
4.6(e)				Supplemental Indenture No. 2 dated as of May 9, 2003.
4.7(f)				Supplemental Indenture No. 3 dated as of August 6, 2003.
10.1(b)				Stock Purchase Agreement dated as of May 17, 2002 by and among Heartland Industrial Partners, L.P., TriMas Corporation and Metaldyne Corporation.
10.2(b)				Amended and Restated Shareholders Agreement, dated as of July 19, 2002 by and among TriMas Corporation and Metaldyne Corporation.
10.3(b)				Warrant issued to Metaldyne Corporation dated as of June 6, 2002.
10.4(b)				Credit Agreement, dated as of June 6, 2002, among TriMas Company LLC, JPMorgan Chase Bank as Administrative Agent and Collateral Agent, CSFB Cayman Island Branch, as Syndication Agent, Comerica Bank, National City Bank and Wachovia Bank, National Association as Documentation Agents and J.P. Morgan Securities Inc. and Credit Suisse First Boston, as Arrangers.
10.5(b)				Receivables Purchase Agreement, dated as of June 6, 2002, by and among TriMas Corporation, the Sellers party thereto and TSPC, Inc., as Purchaser.
10.6(b)				Receivables Transfer Agreement, dated as of June 6, 2002, by and among TSPC, Inc., as Transferor, TriMas Corporation, individually, as Collection Agent, TriMas Company LLC, individually as Guarantor, the CP Conduit Purchasers, Committed Purchasers and Funding Agents party thereto, and JPMorgan Chase Bank as Administrative Agent.
10.7(b)				Corporate Services Agreement, dated as of June 6, 2002, between Metaldyne Corporation and TriMas Corporation.
10.8(b)				Lease Assignment and Assumption Agreement, dated as of June 21, 2002, by and among Heartland Industrial Group, L.L.C., TriMas Company LLC and the Guarantors named therein.
10.9(b)**				TriMas Corporation 2002 Long Term Equity Incentive Plan.

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Exhibit No.				Description
10.10(b)				Stock Purchase Agreement by and among 2000 Riverside Capital Appreciation Fund, L.P., the other Stockholders of HammerBlow Acquisition Corp. listed on Exhibit A thereto and TriMas Company LLC dated as of January 27, 2003.
10.11(d)				Amendment No. 1 to the Credit Agreement.
10.12(c)				Stock Purchase Agreement by and Among TriMas Company LLC and The Shareholders and Option Holders of Highland Group Corporation and FNL Management Corporation dated February 21, 2003.
10.13(d)				Form of Employment Agreement between TriMas Corporation and Grant H. Beard.
10.14(d)				Form of Employment Agreement between TriMas Corporation and Todd R. Peters.
10.15(d)				Form of Employment Agreement between TriMas Corporation and Lynn A. Brooks.
10.16(d)				Form of Employment Agreement between TriMas Corporation and Scott D. Hazlett.
10.17(e)				Employment Agreement between TriMas Corporation and Terry Campbell.
10.18(e)				Employment Agreement between TriMas Corporation and Edward L. Schwartz.
10.19(e)				Asset Purchase Agreement among TriMas Corporation, Metaldyne Corporation and Metaldyne Company LLC dated May 9, 2003.
10.20(e)				Form of Sublease Agreement (included as Exhibit A in Exhibit 10.19).
10.21(f)				Form of Stock Option Agreement.
10.22(f)				Employment Agreement between TriMas Corporation and Benson K. Woo.
10.23(f)				Form of Agreement between TriMas Corporation and Todd Peters.
10.24(f)				Amended and Restated Credit Agreement.
10.25(g)				Amendment No. 1 to Amended and Restated Credit Agreement.
10.26(a)				Employment Agreement between TriMas Corporation and Dwayne M. Newcom.
10.27(a)				Annual Value Creation Program.
12				Statement regarding computation of ratios.
21(a)				Subsidiaries of TriMas Corporation.
31.1				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2				Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1				Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2				Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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(a)	Incorporated by reference to the exhibits filed with our Registration Statement on Form S-1, filed on March 24, 2004 (File No. 333-113917).

(b)	Incorporated by reference to the Exhibits filed with our Registration Statement on Form S-4, filed on October 4, 2002 (File No. 333-100351).

(b)*	Incorporated by reference to the Exhibits filed with Amendment No. 2 to our Registration Statement on Form S-4, filed on January 28, 2003 (File No. 333-100351).

(b)**

Incorporated by reference to the Exhibits filed with Amendment No. 3 to our Registration Statement or Form S-4, filed on January 29, 2003 (File No. 333-100351).

(c)	Incorporated by reference to the Exhibits filed with our Form 8-K filed on February 25, 2003 (File No. 333-100351).

(d)	Incorporated by reference to the Exhibits filed with our Annual Report on Form 10-K filed March 31, 2003.

(e)	Incorporated by reference to the Exhibits filed with our Registration Statement on Form S-4, filed June 9, 2003 (File No. 333-105950).

(f)	Incorporated by reference to the Exhibits filed with our Form 10-Q filed on August 14, 2003.

(g)	Incorporated by reference to the Exhibits filed with our Form 8-K filed on December 22, 2003.

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