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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-4
Amendment No. 2
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
TRIDENT ROWAN GROUP, INC.
(Name of Issuer)
Trident Rowan Group, Inc.
(Name of person(s) filing statement)
Common Stock, $.01 par value
(Title of class of Securities)
89 614K 106
(Cusip number of class of securities)
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, NY 10022
Attn: David Lerner, Esq.
(212) 735-8600
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person(s) filing statement)
September 25, 1996
(Date tender offer first published, sent or given to security holders)
Calculation of filing fee
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Transaction Valuation(1) Amount of filing fee
$13,394,767 $2679
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/ / Check box if any part of the fee is offset as provided by Rule 0-11(A)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: $2679 Filing party: TRIDENT ROWAN GROUP, INC.
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Form or registration no.: 13E-4 Date filed: SEPTEMBER 20, 1996
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(1) calculated solely for the purpose of determining the filing fee, based upon
the purchase of 1,260,684 shares at $10.625 per share, which per share
valuations is based upon the average of the bid ($10.50) and asked ($10.75)
prices of the shares on September 11, 1996.
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ITEM 1. SECURITY AND ISSUER
a. The issuer of the securities to which this Schedule 13E-4 relates
is Trident Rowan Group, Inc., a Maryland corporation (the "Company"),
and the address of its principal executive office is 2 Worlds Fair
Drive, Somerset, New Jersey 08873. Capitalized terms not otherwise
defined herein have the meaning assigned in the Offer to Purchase,
dated September 25, 1996.
b. This Schedule 13E-4, Amendment No. 2 relates to the offer by the
Company to purchase 3,794,292 shares (less shares held by persons who
have agreed and/or are contractually precluded from participating in
this repurchase program (the "Non-Participating Shareholders")) of its
common stock, par value $.01 per share (the "Common Stock"), 4,742,865
shares of which Common Stock were outstanding as of September 10,
1996, at a price of $12.26 per share (the "Repurchase Price"). The
repurchase program expired at midnight on October 23, 1996. Excluding
the shares of Common Stock held by Non-Participating Shareholders, a
maximum of 1,260,684 shares of Common Stock were eligible to be
submitted under the repurchase program. This Amendment No. 2 is filed
to reflect that a total of 761,995 shares of Common Stock were
submitted under the repurchase program, 255,636 of which shares
(representing 33.5% of the shares submitted) were submitted pursuant
to the 50% Offer and 506,359 of which shares (representing 66.5% of
the shares submitted) were submitted pursuant to the 80% Offer. The
total consideration to be paid by the Company for the submitted shares
is $9,342,058, of which amount $7,478,657 is payable in cash and
$1,863,401 is payable by delivery of the Company's 8% promissory
notes.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13E-4 Amendment No. 2 is
true, complete and correct.
October 30, 1996 TRIDENT ROWAN GROUP, INC.
By: /s/ HOWARD E. CHASE
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Name: Howard E. Chase
Title: President
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