SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 11, 2000
Date of Report (Date of earliest event reported)
MOTO GUZZI CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-22813 13-3853272
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(State of Organization) (Commission File Number) (IRS Employer Identification
Number)
299 PARK AVENUE
16th Floor
NEW YORK, NY 10171
(Address of Registrant's Principal Executive Office) (Zip Code)
(212) 644-4441
(Registrant's telephone number, including area code)
445 Park Avenue
New York, NY 10022
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
Preliminary Share Sale and Purchase Agreement and Special Meeting of
Stockholders
On April 14, 2000, we entered into a Preliminary Share Sale and Purchase
Agreement (the "Share Purchase Agreement") with Aprilia S.p.a. ("Aprilia")
providing for the sale to Aprilia of our four operating subsidiaries: (i) Motto
Guzzi, S.p.A., (ii) MGI Motorcycle GmbH, (iii) Moto Guzzi North America Inc.,
and (iv) Moto Guzzi France S.a.r.l. (the "Subsidiaries") for Lit. 71.5 billion
(approximately $35.2 million) plus or minus the amount by which the
subsidiaries' net worth at April 30, 2000 is more or less than its net worth at
December 31, 1999, subject to the approval of the holders of a majority of our
outstanding Class A common stock.
On August 3, 2000 we and Aprilia entered into a Side Letter dated August 2, 2000
which supplements and amends the Share Purchase Agreement and provides among
other things as follows:
o that the net worth of our subsidiaries at April 30, 2000 is minus
Lit. 6,000,000, that the difference between the net worth of our
subsidiaries as shown in the Interim Financial Statements dated
December 31, 1999 and the Management Date Financial Statements dated
April 30, 2000 is plus Lit. 7,993,000,000, and that in accordance with
article 3.6 of the Share Purchase Agreement Aprilia shall pay into the
Escrow Account Lit. 7,993,000,000;
o that with respect to costs to be incurred in connection with the
recall of certain batches of motorcycles to replace certain of their
components if, at completion of the recall campaigns, the cost sustain
less any reimbursement received from insurance companies and Moto
Guzzi suppliers is lower than Lit. 1,824,000,000, then the difference
between the cost sustained and Lit. 1.824.000.000 will be paid by
Aprilia to us;
o that the amount of shareholders' loans at the Management was Lit.
2,074,000,000, which amounts shall be paid to us at the closing date
in accordance with article 3.4.2 (iv) of the Share Purchase Agreement;
o with respect to the Escrow Agreement, at the closing date the Escrow
Amount shall be reduced to Lit 9,375,000,000 and the amount of the
first tranche of the Escrow Fund indicated in article 5.1 (a) of the
Escrow Agreement is Lit. 7,000,000,000;
o as soon as practicable after the Closing Date and before December
31st, 2000 we and Aprilia will discuss in good faith the possibility
of an early release to us of the first tranche of the Escrow Amount,
net of the amount of any claims agreed to at that time;
o immediately after the Closing Date Aprilia will cause Moto Guzzi SpA
to fully co-operate in our efforts to obtain tax amnesties and tax
clearance certificates from the fiscal authorities, our expense, and
should such certificates be obtained we and Aprilia will immediately
discuss in good faith an early release of a substantial part of the
second tranche of the Escrow Amount;
o that we and Aprilia would use all efforts to cause the closing of
the sale of the Subsidiaries to occur on or before August 31st, 2000,
and in any case the closing shall take place before September 15,
2000, thereby modifying the original August 31st deadline for the
closing.
On July 22, 2000 our Proxy Statement dated July 20, 2000 relating to the
proposed sale of our operating subsidiaries and the change of our name was
mailed to all of our Class A stockholders of record as of July 18, 2000, the
record date for the special meeting of stockholders to consider such proposals.
On August 11, 2000 at 10:00 a.m. New York time, at 200 Park Avenue, New York,
New York, the offices of Clifford Chance Rogers & Wells LLP, we called the
special meeting of stockholders to order. At the special meeting 4,399,784
shares of Class A common stock were represented in person or by proxy,
representing 73.34% of our issued and outstanding shares of Class A common stock
on the record date, thereby constituting a quorum. The following proposals were
presented to our stockholders at the special meeting: (i) a proposal to sell our
four operating subsidiaries pursuant to the Share Purchase Agreement, dated as
of April 14, 2000, with Aprilia S.p.A; and (ii) a proposal to amend our
Certificate of Incorporation to change our name to "Centerpoint Corporation".
At the special meeting, the holders of 4,399,774 shares of our Class A common
stock (representing 73.33% of shares of record) voted in favor of the proposal
to sell the our four operating subsidiaries to Aprilia SpA, and the holders of
4,397,314 shares of our Class A common stock (representing 73.31 % of shares of
record) voted in favor of the proposal to change our name to "Centerpoint
Corporation", thereby approving the proposals.
No holders of shares of Class A common stock voted against the proposal to sell
our four operating subsidiaries to Aprilia SpA, and the holders of ten shares
abstained with respect to the proposal.
The holders of 2,400 shares of Class A common stock voted against the proposal
to change the Company's name to Centerpoint Corporation and no holders of shares
abstained from voting with respect to the proposal.
A closing with respect to the sale of the subsidiaries has been scheduled for
September 6, 2000.
Agreement with OAM and Trident Rowan to hold a Meeting of Stockholders within 90
days of the closing of the sale of our operating subsidiaries to consider a
proposal to liquidate our assets and dissolve the Company
In connection with the execution and delivery of the Share Purchase Agreement
described above we agreed with OAM and Trident Rowan by letter dated April 14,
2000 (as amended), that we will, as promptly as practicable after the closing of
the sale of the operating subsidiaries, but in no event later than 90 days
following the closing, hold a meeting of stockholders to consider and vote upon
a proposal to liquidate all our assets and dissolve the Company. All holders of
Class A common stock will have an opportunity to vote on the proposal that we be
liquidated. However, because OAM owns 58% of the Class A common stock, it can
approve the liquidation even if no other stockholders vote in favor of it.
Conversely, the liquidation will not be approved unless OAM votes in favor of
it. Although OAM and Trident Rowan insisted that we agree to submit a
liquidation proposal to our stockholders, OAM is not committed to vote its
shares of Class A common stock for the liquidation proposal. It is also possible
that OAM, Trident and we may amend the April 14th letter to modify or remove the
requirement that we hold a stockholder meeting to consider and vote upon the
liquidation proposal.
OAM has advised us that they have not, at this time, decided how they will vote
with respect to the liquidation proposal.
During the period between the closing of the sale and the stockholder meeting
relating to the liquidation proposal, we intend to seek to find one or more
other companies in which to invest proceeds from the sale. If we do so, we may
propose the acquisition of, or an investment in, another company or companies as
an alternative to liquidation at the stockholder meeting to be called to
consider the liquidation proposal.
<PAGE>
Item 7. Exhibits.
Exhibit No. Description of Document
10.1 Side Letter dated August 2, 2000
amending and supplementing the
Preliminary Share Sale and Purchase
Agreement dated as of April 14, 2000
by and between the Company and
Aprilia S.p.A.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
MOTO GUZZI CORPORATION
(Registrant)
By: /s/Mark S. Hauser
----------------------------
Mark S. Hauser
Chairman
Date: August 28, 2000
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page No.
-------------- ----------- --------
10.1 Side Letter dated August 2, 2000
amending and supplementing the
Preliminary Share Sale and Purchase
Agreement dated as of April 14, 2000 by
and between the Company and Aprilia
S.p.A.
<PAGE>
Exhibit 10.1
on the letterhead of Aprilia SpA
Messrs.
Moto Guzzi Corporation
350 Park Avenue
10022 New York, NY USA
Attn: Mr. Mark Hauser
Fax No. 001.212.6445757
and registered letter
Noale, August 2nd, 2000
Re: Moto Guzzi
Gentlemen,
We refer to the agreement between our companies dated April 14th, 2000
(the "Agreement"). All terms capitalized herein shall have the same meaning as
defined in the Agreement.
With respect to the assessment of the Management Date Financial
Statement, after having taken note of the reports of Vendor's Auditor and of
Purchaser's Auditor attached hereto as Exhibit 1 and Exhibit 2, and in agreement
with you, we have prepared, for all purposes set forth in the Agreement, the
Management Date Financial Statement attached hereto as Exhibit 3; Exhibit 4
attached hereto is the reconciliation between: (i) the aggregate net worth and
Shareholders' Loans as of December 31st, 1999 and (ii) the aggregate net worth
and Shareholders' Loans as of April 30th, 2000. The Management Date Financial
Statement attached hereto as Exhibit 3 shall not be subject to challenge and
shall be final and binding for Vendor and Purchaser for all purposes set forth
in the Agreement.
1. We acknowledge and accept that Vendor's Auditor and Purchaser's
Auditor have agreed that the aggregate net worth of the Subsidiaries as set
forth in the Management Date Financial Statement is higher than the aggregate
net worth of the Subsidiaries indicated in the Interim Financial Statement.
Vendor and Purchaser agree that the aggregate net worth at the Management Date
is equal to minus ITL 6.000.000.000 (six billion).
2. In accordance with article 3.6 of the Agreement the Purchaser shall
therefore forthwith pay into the Escrow Account the amount of ITL 7.993.000.000
(seven billion nine hundred ninety three million). In any case with respect to
the item "recall campaign" of the Management Date Financial Statement, if, at
completion of such recall campaign, the cost sustained by Moto Guzzi SpA less
the reimbursements received from insurance companies and Moto Guzzi suppliers
shall be lower than ITL 1.824.000.000 (one billion eight hundred twenty four
million), than the difference between such cost and ITL 1.824.000.000 (one
billion eight hundred twenty four million) shall be paid by Purchaser to Vendor.
3. We acknowledge and accept that Vendor's Auditor and Purchaser's
Auditor have agreed that the Shareholders Loans at the Management Date were
equal to ITL 2.074.000.000 (two billion seventy four million), to be reimbursed
at the Closing Date in accordance with article 3.4.2 (iv) of the Agreement.
4. With respect to the Escrow Agreement we agree to the following:
a) at the Closing Date the Escrow Fund shall be
reduced to ITL 9.375.000.000 (nine billion three hundred seventy five million)
and the amount of the first tranche of the Escrow Fund indicated in article 5.1
(a) of the Escrow Agreement shall be equal to ITL 7.000.000.000 (seven billion);
b) as soon as practicable after the Closing Date and
before December 31st, 2000 we shall discuss in good faith with you the
possibility of an early restitution to Vendor of the first tranche of the Escrow
Fund, net of the amount of any claims we agree at that time;
c) immediately after the Closing Date we will
authorise Moto Guzzi SpA to fully co-operate in your efforts to obtain Tax
Amnesties and Tax clearance certificates from the fiscal authorities which shall
be at your expense. Should such Amnesties and certificates be obtained we will
immediately discuss with you in good faith an early restitution of a substantial
part of the second tranche of the Escrow Fund.
5. We will instruct our advisors to make all efforts to organise and
effect with your advisors the Closing on or before August 31st, 2000, and in any
case the Closing shall take place befoe September 15, 2000.
In order to avoid the evaluation by the Independent Auditor, kindly
confirm to us your acceptance of the above by returning to us, within the close
of business today, a faxed copy of this letter signed by you, with all Exhibits
duly initialised by you on each page.
Your sincerely,
Aprilia SpA
