SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A, AMENDMENT NO. 1
(Mark One)
X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
- ---
of 1934 [Fee Required]
For the fiscal year ended December 31, 1995 or
------------------------
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
- ---
Act of 1934. [No Fee Required]
For the transition period from to
------------------------ -------------------.
Commission File Number 0-2642
----------
DE TOMASO INDUSTRIES, INC.
--------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-0466460
- -------------------------------- -------------------------
(State of other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
P.O. Box 856
107 Monmouth Street, Red Bank, New Jersey 07701
- ------------------------------------------ ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 842-7200
----------------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $2.50 per share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes: X No:
------------ ------------
The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the average of bid and asked price of the
stock as of March 28, 1996, was $48,444,756.
The number of shares of common stock, $2.50 par value, outstanding as of March
28, 1996 was 4,714,332.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
1
<PAGE>
PART III
Item 10. Directors and Executive
- ------- Officers of the Registrant
--------------------------
Directors
- ---------
Position with Company
and Business Experience Director
Name Age During Past Five Years Since
---- --- ---------------------- -----
Giovanni Avallone 54 Director; Director of 1995
Finprogetti since
February 2, 1993;
Director of Lita S.p.A.
since February 12,
1995; Director of
Interim S.p.A. since
April 26, 1993; Direc-
tor of TIM since
December 16, 1994.
Howard E. Chase 59 Director; Secretary of 1971
the Company and Company
counsel from 1971 until
September 1, 1995;
Vice-President of the
Company from 1986 to
October 28, 1995;
partner of Morrison
Cohen Singer & Wein-
stein, LLP from April
1984 until September 1,
1995; President and
Chief Executive Officer
of the Company since
October 28, 1995.
Albino Collini 54 Director; Executive 1995
Vice President and
Chief Operating Officer
of the Company since
October 28, 1995;
Director of Moto Guzzi
since July 24, 1995;
President of TIM S.p.A.
and predecessors since
1987; Managing Director
of Finprogetti S.p.A.
since July 20, 1995;
Director of Finprogetti
International Holding,
S.A. since October 29,
1993; Director of
Titanus S.p.A. since
May 25, 1995.
2
<PAGE>
Position with Company
and Business Experience Director
Name Age During Past Five Years Since
- ---- --- ---------------------- -----
Mario Tozzi-Condivi 71 Director; Vice Chairman 1993
since October 28, 1995;
Director of Moto Guzzi,
S.p.A. since July 24,
1995; President of MAI
since February 1989;
Chairman of the Board
of Maserati U.K. Ltd.,
1986-1987; Independent
consultant to automo-
bile importers,
distributors and
dealers in England,
Italy, Singapore and
South Africa, 1984-
current.
Roberto Corradi 59 Director; Chairman of 1989
Progetto S.a.A. di
Roberto Corradi & Co.,
architectural firm,
since 1987; in private
architectural practice
for more than five
years prior thereto.
Carlo Garavaglia 52 Director; Member of 1995
Studio Legale
Tributario Associates,
a law firm in Milan,
for more than five
years; Chairman of the
Board of American
Finance S.p.A. since
July 21, 1995; Director
of AF since May 1994;
Director and President
of Moto Guzzi since
July 24, 1995; Director
of O.A.M. since May 20,
1994; Chairman of the
Board of O.A.M since
July 21, 1995; Director
of Finprogetti Investi-
menti Immobiliare
S.p.A. since October 8,
1993; Director of Grand
Hotel Bitia S.r.l.
since March 4, 1994;
Director of TIM since
December 16, 1994;
Director of Tridentis
Financiere S.r.l. since
December 20, 1990;
Director of Finprogetti
S.p.A. since September
2, 1993.
Maria Luisa Ruzzon 49 Director of Finprogetti 1995
S.p.A. since February
2, 1993.
3
<PAGE>
Position with Company
and Business Experience Director
Name Age During Past Five Years Since
- ---- --- ---------------------- -----
Santiago De Tomaso 40 Director, President and 1993
Chief Operating Officer
of the Company from
1993 to October
28,1995; Sales and
Promotion Manager and
Member of the Board of
Directors of DeTomaso
Modena S.p.A. for more
than the past five
years; Vice President
of Immobiliare
Canalgrande S.p.A. for
more than the past five
years; Administratore
Unico of Storm S.r.l.
since May 18, 1992;
Member of the Boards of
Directors of Moto Guzzi
S.p.A. and American
Finance S.p.A., each
for more than the past
five years.
Francesco Pugno 66 Chairman of the Board 1995
Vanoni since October 28, 1995;
President of
Finprogetti S.p.A. for
more than five prior
years; Director of
Ceccato, S.p.A. and of
Finceccato, S.p.A. for
more than the past five
years.
None of the above-described persons except Mr. Chase is a director of any
company with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1994 or of any company registered as an Investment
Company under the Investment Company Act of 1940. Mr. Chase, in 1987, became a
director of Thoratec Laboratories, Inc., a company with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934. There
is no family relationship among any of the members of the Board of Directors or
the officers of the Company.
The Company has no standing nominating committee of the Board of Directors,
or committee performing similar functions. A compensation committee was estab-
lished on October 28, 1995; Mr. Corradi is currently its sole member. An audit
committee was established in 1989 but has not held any meetings. In respect of
all of these functions, the Board has acted as a committee of the whole. All of
the current members of the Board of Directors who were or became directors in
1995 attended at least 75% of the meetings held in such year during their term
of service, other than Mr. Corradi. The term of each Director will expire when
his successor shall have been elected and shall have qualified. Non-employee
directors will be compensated for their services as such, at the rate of $4,000
per year. See "Compensation of Directors" below.
---
4
<PAGE>
Principal Security Holders
- --------------------------
The following table sets forth, as at April 19, 1996, information concern-
ing the beneficial ownership of voting securities of the Company by each person
who is known by Management to own beneficially more than 5% of any class of such
securities:
Name and Address of Amount Bene- Percent
Title of Class Beneficial Owner ficially Owned of Class
- -------------- ------------------- -------------- --------
Common Stock Finprogetti, S.p.A. 1,786,680(1) 37.9%
Common Stock Pirunico Trustees (Jersey)
Limited(2) 776,530 16.5%
1 Of such amount, 248,673 shares are held in escrow pending satisfaction
of a condition precedent and may not be voted by Finprogetti.
Finprogetti therefore may vote 32.6% of all votes entitled tobe cast.
Such amount excludes 165,974 owned beneficially by Albino Collini.
2 Pirunico Trustees (Jersey) Limited is the trustee of a trust which
acquired by gift shares formerly owned by the Company's former
principal shareholder.
Executive Officers
- ------------------
Position with Company
and Business Experience
Name Age During Past Five Years
---- --- -----------------------
Francesco Pugno Vanoni(1)
Howard E. Chase(1)
Albino Collini(1)
Santiago De Tomaso(1)
Mario Tozzi Condivi(1)
Carlo Previtali 52 Director of Finprogetti International Holding,
S.A. from November 1988 to December 1994;
Director of Nolan S.r.l. from May 1989 to November
1990; Director of Serfin S.r.l. from October 1989
to July 1992; Chief Executive Officer of Profin
S.p.A. from January 1990 to
5
<PAGE>
Position with Company
and Business Experience
Name Age During Past Five Years
---- --- -----------------------
December 1995; Director of Idea Uno S.r.l. from
February 1990 to June 1992; Director of Cem S.p.A.
from March 1990 to January 1991; Chief Executive
Officer of Unifin, S.r.l. from March 1990 to
October 1991; Director of Finpromerchant, S.r.l.
from June 1990 to October 1992; President of San
Giorgio S.r.l. (a non-executive title) from July
1990 to November 1993; Director of Fintrade S.p.A.
from September 1990 to February 1994; Director of
Finprogetti Immobiliari, S.p.A. from May 1991 to
May 1994; Director of Progetti Cosmetics S.r.l.
from June 1991 to June 1994; Director of Oikos
S.r.l. from September 1991 to March 1993; Director
of Team Finanziaria S.r.l. from October 1991 to
July 1993; Director of Codd And Date, S.p.A. from
December 1992 to February 1994; President of
Penice Immobiliari S.r.l. from January 1993 to
December 1994; Chief Executive Officer of
Finprogetti Investimenti Immobiliare, S.p.A. from
February 1993 to October 1995; Director of
Finproservice, S.p.A. from March 1993 to September
1994; Director of O.A.M., S.p.A. from July 1995 to
December 1997; Director of American Finance,
S.p.A. from July 1995 to December 1997; Director
of Opticos S.r.l. from May 1983 to July 1991;
President of Trimi S.r.l. from April 1990 to
October 1992; San Giorgio S.r.l., in which Mr.
Previtali held a non-executive post until he
resigned in November 1993, has been in "controlled
administration" in Italy since 1995. Controlled
Administration is roughly analogous to United
States bankruptcy reorganization.
Catherine D. Germano 67 Assistant Treasurer and Assistant Secretary; Trea-
surer and Secretary of the Company from 1973 until
October 28, 1995.
_____________________________
1 Information relating to the ages, positions with the Company and
past business experience of Messrs. Chase, Collini, Tozzi-Cond-
ivi, Pugno Vanoni and DeTomaso is set forth above under "Direc-
tors." All executive officers will serve in their respective
capacities until their successors shall have been elected and
shall have qualified.
6
<PAGE>
Item 11. Executive Compensation
- ------- ----------------------
Summary of Cash and Certain Other Compensation
The following table shows, for the three fiscal years ended December 31,
1995, 1994 and 1992 the cash compensation paid or accrued for those years to the
President of the Company and each of the most highly compensated executive offi-
cers of the Company other than the President whose aggregate annual salary and
bonus exceed $100,000 for the Company's last fiscal year ("Named Executives") in
all the capacities in which they served:
7
<PAGE>
<TABLE><CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
-----------------------------
Annual Compensation Awards Payouts
--------------------------------------------------- ---------- --------
Name and Other Restricted
Principal Annual Stock Options/ LTIP All Other
Position Year Salary(Lit./$) Bonus(Lit./$)Compensation($) Awards($) SARs (#) Payouts($) Compensation($)
- -------- ---- --------------- ---------------------------- -------- -------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alejandro DeTomaso - 1993 Lit. 659,233,333/ -0- -0- -0- -0- -0- -0-
President of the ($415,000)
Company until
April 2, 1993.
Santiago DeTomaso 1993 Lit. 110,000,000/ -0- -0- -0- -0- -0- -0-
President of the Company ($69,270)
from April 2, 1993 until 1994 Lit. 100,000,000/ -0- -0- -0- 30,000 -0- -0-
October 28, 1995 ($63,000)
1995 Lit. 76,500,000/
($48,000)
Howard E. Chase 1995 Lit. 155,737,000/ -0- -0- -0- 300,000 -0- -0-
President and Chief ($98,071)
Executive Officer
since October 28, 1995
Albino Collini 1995 Lit. 186,700,000/ 50,000,000 -0- -0- 150,000 -0- -0-
Executive Vice President ($117,569) ($31,486)
since October 28, 1995
Mario Tozzi Condivi 1995 Lit. 93,414,000/ -0- -0- -0- 200,000 -0- -0-
Vice Chair since ($58,825)
October 28, 1995
Domenico Costa 1995 Lit. 237,850,000/ -0- -0- -0- 60,000 -0- -0-
President of TIM ($149,781)
Arnolfo Sacchi - 1994 Lit. 192,000,000/ -0- -0- -0- -0- -0- -0-
Administratore Delegato ($120,907)
of Moto Guzzi since 1995 Lit. 223,519,700/ -0- -0- -0- 60,000 -0- -0-
1994 ($140,756)
</TABLE>
8
<PAGE>
STOCK OPTION GRANTS
The following table sets forth information concerning the grant of stock
options/SARs made during the fiscal year ended December 31, 1995 to each of the
Named Executives:
<TABLE><CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
- --------------------------------------------------------------------------------
Individual Grants*
- -------------------------------------
Percent of Potential Realizable Value
Number of Total at Assumed Annual Rates (Alternative to
Securities Options/ of Stock Price Appreciation Potential Realizable
Underlying SARs For Option Term Value)
------------------------------- ----------------------------
Options/ Granted to
SARs Employees Exercise or
Granted in Fiscal Base Price Expiration Grant Date
Name (#) Year ($/Sh) Date 0% 5% ($) 10% ($) Present Value $
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Howard E. Chase 300,000 31.25% 12.26 11/1/2000 -0- 150,000 1,155,000
Mario Tozzi Condivi 200,000 20.8% 12.26 11/1/2000 -0- 100,000 770,000
Albino Collini 150,000 15.6% 12.26 11/1/2000 -0- 75,000 577,500
Santiago De Tomaso 30,000 3.1% 12.26 11/1/2000 -0- 15,000 115,500
Domenico Costa 60,000 6.2% 12.26 11/1/2000 -0- 30,000 231,000
Arnolfo Sacchi 60,000 6.2% 12.26 11/1/2000 -0- 30,000 231,000
</TABLE>
___________________________
* All options are exercisable as to 20% of the grant cumulatively over five
years.
Stock Option Exercises
- ----------------------
None of the Named Executives exercised any stock options in the 1995 fiscal
year.
<TABLE><CAPTION>
AGGREGATE OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Value (1) of Unexercised
Shares Number of Unexercised In-the-Money
Acquired Option/SARs at Option/SARs at
on Value FY-End (#) FY-End ($)
------------------------- ----------------------------
Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Howard E. Chase - - - 300,000 - -
Mario Tozzi Condivi - - - 200,000 - -
Albino Collini - - - 150,000 - -
Santiago De Tomaso - - - 30,000 - -
Domenico Costa - - - 60,000 - -
Arnolfo Sacchi - - - 60,000 - -
- --------------------------------
(1) Based on the fair market value per share of the Common Stock
of $10.375, which was the closing price of the Common Stock
on the NASD Small Capitalization Market.
</TABLE>
9
<PAGE>
Compensation of Directors
Non-employee members of the Board of Directors of the Company
will each be paid $4,000 per year from the Company for services rendered in
their capacity as such. The Board has adopted, subject to shareholder approval,
an outside directors stock option plan under which non-employee directors will
receive automatic grants of stock options. Officers of the Company or its
subsidiaries who are members of the Board of Directors of the Company and
employees receive compensation for services rendered in their capacities as
officers only. Subject to shareholder approval of a non-qualified employee
stock option plan adopted by the Board, officers may be entitled to
discretionary grants of stock options. See "Summary of Cash and Certain Other
---
Compensation".
Compensation Committee Interlocks and Insider Participation
The Company's Board of Directors established a compensation
committee on October 28, 1995, but it has not yet convened. The Company and
each of its subsidiaries has, to date, addressed all compensation issues through
its or their respective boards of directors. All members of the Board of
Directors other than Ms. Ruzzon and Mr. Corradi served as executive officers
and/or employees of the Company and/or one or more of the Company's subsidiaries
in 1995. Mr. Garavaglia is President of Moto Guzzi, but receives no
compensation as such.
Messrs. Tozzi-Condivi, Chase, Pugno Vanoni, Garavaglia and
Previtali engaged in transactions with the Company during 1995 other than in the
capacity described above. See "Certain Relationships and Related Transactions"
---
below.
Board Compensation Committee Report on Executive Compensation
The compensation policy implemented by the Company and its sub-
sidiaries for the compensation of executive officers calls for consideration of
the nature of each executive officer's work and responsibilities, unusual
accomplishments or achievements on the Company's behalf, the time expended in
connection with that executive officer's duties, years of service, and the
Company's (or subsidiary's) financial condition generally. Historically,
overall corporate performance has not been a significant factor in establishing
compensation. However, as a result of the Finprogetti Acquisition and the many
changes to the Company's governing structure, including the creation of an
Executive Committee and Compensation Committee of the Board of Directors, other
and additional factors are likely to be included in compensation policies,
including overall corporate performance, and performance of individual units of
the Company. A compensation committee of the Board of Directors was authorized
on October 28, 1995.
10
<PAGE>
In November 1995 the Company entered into employment agreements
with each of Howard E. Chase, Albino Collini, Giovanni Avallone and Carlo
Previtali, an agreement for limited services with Francesco Pugno Vanoni, and a
consulting agreement with Como Consultants, Ltd., a corporation which will
provide the services of Mario Tozzi Condivi. The agreements with Mr. Chase,
Collini, Vanoni and Como Consultants are for a term of five (5) years, and all
other agreements are for a term of three years, subject, in all cases, to early
termination under certain conditions. Pursuant to such agreements Mr. Chase
serves as President and Chief Executive Officer at a base salary of $375,000 per
year, Mr. Collini serves as Chief Operating Officer at a base salary of $250,000
per year and Mr. Tozzi-Condivi serves as Vice-Chairman of the Board and Chairman
of the Executive Committee at a base salary of $185,000 per year. All such
agreements are subject to cost-of-living increases. The agreement with Mr.
Previtali provides for his serving as Treasurer of the Company at a salary of
Lit. 240,000,000 ($148,515) per year, the agreement with Mr. Avallone provides
for his serving as Director of Special Projects and Merchant Banking Group at an
annual salary of Lit. 60,000,000 ($37,783), and the agreement with Mr. Pugno-
Vanoni provides that in any year in which he serves on the Company's Executive
Committee, he will receive a salary of Lit. 80,000,000 ($49,505) for such year.
The compensation of the Named Executives in 1995 were the result
of the negotiated employment agreement described above, and not the
implementation of a compensation policy.
11
<PAGE>
Comparative Stock Performance Graph
The following is a graph comparing the annual percentage change
in the cumulative total shareholder return of the Company's common stock with
the corresponding returns of the published Dow Jones Equity Market Index and Dow
Jones Automobile Manufacturers Index and the NASDAQ Non-Financial Index compiled
by Research Data Group for the Company's five (5) fiscal years ended December
31, 1991-1995, inclusive.
Research Data Group Total Return - Data Summary
DTOM
Cumulative Total Return
------------------------------------------
12/90 12/91 12/92 12/93 12/94 12/95
De Tomaso Inds Inc DTOM 100 82 82 47 218 244
DJ EQUITY MARKET INDEX IDOW 100 132 144 158 159 221
DJ AUTOMOBILE MANUFCTRS IAUT 100 98 143 238 203 241
NASDAQ NON-FINANCIAL INNF 100 161 176 203 195 268
12
<PAGE>
Item 12. Security Ownership of Certain
- ------- Beneficial Owners and Management
--------------------------------
The following table sets forth, as at April 19, 1996, information concern-
ing the beneficial ownership of voting securities of the Company by all Direc-
tors or nominees, individually, and by all Directors and Officers as a group:
Number of Shares
Title of of Common Stock Percent
Class Beneficially Owned of Class
-------- ------------------ --------
Albino Collini1 Common 165,974 3.4
Patrick D'Angelo(2) Common 50,900 1.1
Francesco Pugno Vanoni(1) Common 32,971 0.7
All officers and
Directors as a
Group Common 439,8433 8.9
_____________________________
1 Mr. Collini is an officer of, and Mr. Pugno Vanoni is an officer,
director and shareholder of Finprogetti, S.p.A., which benefi-
cially owns 1,786,680 shares. While neither has authority to
dispose of or vote the shares of Finprogetti, and disclaims
beneficial ownership thereof, since Finprogetti has agreed to
vote its shares in favor of the nominated slate of directors and
in favor of ratifying the Maserati Sale, for those purposes only,
they each could be deemed to beneficially own the shares held by
Finprogetti. Of the shares owned beneficially by Mr. Collini,
135,974 are held of record by Tairona, S.A., a Luxembourg
corporation affiliated with Mr. Collini, and 30,000 represent
options exercisable within 60 days.
2 Mr. D'Angelo was a member of the Board of Directors until April
23, 1996, when he resigned in disagreement over the timing of and
payment terms embodied in the planned stock repurchase program
being considered by the Board of Directors.
3 Includes 228,000 shares purchasable upon exercise of options
exercisable within 60 days.
13
<PAGE>
Retirement of Former Chairman; Repurchase of Former Chairman's Shares
On April 10, 1995, the Company entered into an agreement with Alejandro
DeTomaso, the then-Chairman of the Board of the Company, under which the Company
would repurchase Mr. DeTomaso's 1,000,000 shares of preferred stock and 480,304
shares of common stock at a negotiated price of Lit. 18,400 per share, converted
into dollars at the exchange rate in effect on the closing date of 1,637 lire
per dollar. Mr. DeTomaso thereafter conveyed his stock to an individual who
reconveyed such stock to two trusts, which assumed his obligations and rights
under the agreement.
Performance under such repurchase agreement was made conditional upon the
consummation of the Finprogetti Acquisition, which occurred on July 17, 1995.
Contemporaneously with the closing of that transaction, 703,774 of the preferred
and common shares formerly owned by Mr. DeTomaso were delivered to the Company
in exchange for the Company's interests in the Hotel Canalgrande and the Hotel
Roma, its two hotel properties, valued by the Board of Directors at Lit.
4,700,000,000 ($2,960,000) in the aggregate based upon independent appraisals, a
collection of Maserati vehicles and engines valued by the Board at Lit.
3,200,000,000 ($2,015,000) and Lit. 5,000,000,000 ($3,149,000) in cash. The
transaction was accounted for at the assets' aggregate book value of Lit.
6,629,000,000 ($4,174,000) and no gain or loss resulted. The remaining
preferred and common shares formerly held by Mr. DeTomaso were exchanged for an
equal number of shares of newly issued common stock, which the Company is
required to register for sale at the request of the holder. Each share of
preferred and common stock was valued identically because Mr. De Tomaso agreed
not to accept any premium for his preferred stock, despite its three-vote per
share preference. If those shares are not sold prior to the third anniversary
of the Finprogetti transaction, they will be acquired by the Company at the Lit.
18,400 per share price. A bank letter of credit has been obtained by the
Company to guaranty payment of the repurchase price, secured by cash and certain
investment securities owned by the Company. See also Note 3 of Notes to
Consolidated Financial Statements. Management believes that the transaction
with Mr. De Tomaso was on terms as favorable as those which would have been
available from an independent third party.
Chrysler Corporation, which had acquired an option from Mr. DeTomaso to
purchase all of his shares upon the earlier of his disability or January 1,
1996, which option expired unexercised, had also acquired a co-extensive right
of first refusal to purchase Mr. DeTomaso's equity interest in the Company on
the same terms and conditions as any potential purchaser offered. The right of
first refusal expired with the option.
Contemporaneously with the repurchase of the initial block of shares
formerly held by Mr. DeTomaso, Mr. DeTomaso resigned all directorships and
offices which he had held in the Company and all of its subsidiaries.
14
<PAGE>
Item 13 Certain Relationships and Related Transactions
- -------
In 1995 the Company repurchased shares formerly owned by its former
Chairman of the Board, and agreed to repurchase the remaining 776,530 shares
formerly so held. See "Retirement of Former Chairman, Repurchase of Former
---
Chairman's Shares", above.
The law firm of Morrison Cohen Singer & Weinstein, LLP, of which Howard E.
Chase, a Director of the Company and its Chief Executive Officer, was a member
until September 1, 1995, and to which he is now of counsel, was paid by the
Company and its subsidiaries in 1995 an aggregate of $714,831 in legal fees and
disbursements for services rendered in 1995 and previous years. Fees paid by
the Company and subsidiaries to Morrison Cohen Singer & Weinstein, LLP in such
period did not exceed 5% of such firm's gross revenues for that period.
Como Consultants Limited, an Isle of Jersey company which employs Mario
Tozzi-Condivi, a Director of the Company and its Vice-Chairman, was paid an
aggregate of $146,565 in 1995 for consulting services rendered to the Company
and to its MAI subsidiary by Mr. Condivi.
The law firm of which Mr. Carlo Garavaglia is a member was paid an
aggregate of Lit. 268,000,000 ($169,000) by the Company and its subsidiaries in
1995 for legal and statutory auditing services rendered.
Mr. Pugno Vanoni and his brother own offices in Milan which are leased to
certain subsidiaries of the Company acquired from Finprogetti at a rental of Lit
130,000,000 ($82,000) per year.
Mr. Previtali is the General Manager of Finprogetti, S.p.A. which charged
the Company office expenses of approximately $170,000 in 1995 for its usage of
Finprogetti facilities. Management believes that such expenses were comparable
to expenses which would have been charged by third parties.
15
<PAGE>
SIGNATURES
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.
DE TOMASO INDUSTRIES, INC.
Date: May 6, 1996 By: s/ Howard E. Chase
-------------------------------------
Howard E. Chase, President
Date: May 6, 1996 By: s/ Catherine D. Germano
-------------------------------------
Catherine D. Germano, Assistant Secretary
