SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 12, 1997
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Trident Rowan Group, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 0-2642 52-0466460
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
Two Worlds Fair Drive, Franklin Township, Somerset, New Jersey 08873
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(Address of principal executive offices)
Registrant's telephone number, including area code: (908) 868-9000
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Item 5. Other Events.
On August 14, 1996 Trident Rowan Group, Inc. (the "Company"), The Carey
Winston Company, a Delaware corporation and a subsidiary of the Company entered
into an Agreement and Plan of Merger providing for the acquisition by the
Company of Carey Winston for a purchase price valued at $7,600,000, subsequently
adjusted to 8,400,000, payable, to the extent of at least 80%, in common stock
of the Company and not more than 20% in cash. As part of the Agreement the
Company agreed to lend to Carey Winston prior to closing up to $2,000,000, of
which $1,000,000 was requested and advanced. On February 12, 1997 the parties
determined to terminate the Merger Agreement, with the Company's loan being
repayable, with interest, over 14 months and the Company being entitled to
liquidated damages in lieu of reimbursement for expenses of $200,000, and, if a
change of control of Carey Winston occurs within 15 months, liquidated damages
of $500,000 in lieu of potential claims for non-consummation of the merger.
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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.
Dated: February 12, 1997 TRIDENT ROWAN GROUP, INC.
By: /s/ Howard E. Chase
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President
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