<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for use of the Commission only
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TRIDENT ROWAN GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
TRIDENT ROWAN GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
$
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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(1)Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
PRELIMINARY
TRIDENT ROWAN GROUP, INC.
Two Worlds Fair Drive
Somerset, New Jersey 08873
(908) 868-9000
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
Trident Rowan Group, Inc.
An Annual Meeting of Shareholders of Trident Rowan Group, Inc. (the
"Company") will be held at the , on October 9, 1997 at a.m., for
the following purposes:
1. To amend the Company's Articles of Incorporation (a) to provide for a
staggered Board of Directors (the "Board"), consisting of three classes of
directors, with one director in each class to be nominated under certain
circumstances by Tamarix Investors, LDC ("Tamarix"), the class initially to be
elected for one year to be comprised of three directors, the class initially to
be elected for two years to be comprised of four directors and the class
initially to be elected for three years to be comprised of three directors; and
(b) to expand and limit the Board to a maximum of 11 members under certain
circumstances, and to a maximum of 10 members under other circumstances, such
Board to include under certain circumstances three Tamarix nominees and an
additional three independent directors who are otherwise experienced in business
matters and otherwise reasonably acceptable to Tamarix.
2. To elect the following ten persons to the Board of Directors. If Proposal
No. 1 is adopted, (a) three of such persons shall be Class I directors who shall
serve until the next Annual Meeting of Shareholders and until their successors
shall be elected and shall qualify, (b) four of such persons shall be Class II
directors who shall serve until the Company's 1999 Annual Meeting of
Shareholders and until their successors shall be elected and shall qualify, and
(c) three of such persons shall be Class III directors who shall serve until the
Company's 2000 Annual Meeting of Shareholders and until their successors shall
be elected and shall qualify, as follows:
Class I to serve until the 1998 shareholders' meeting:
<TABLE>
<S> <C> <C>
William Spier Mario Tozzi-Condivi Deborah Schondorf-Novick
</TABLE>
Class II to serve until the 1999 shareholders' meeting:
<TABLE>
<S> <C> <C>
Arno Morenz Giovanni Caronia Mark S. Hauser
Albino Collini
</TABLE>
Class III to serve until the 2000 shareholders' meeting:
<TABLE>
<S> <C> <C>
Howard E. Chase Emanuel Arbib Nicola Caiola
</TABLE>
If Proposal No. 1 is not adopted, all of the above ten nominee directors
shall serve until the next annual meeting and until their successors shall be
elected and shall qualify.
3. To ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants for the fiscal year ending December 31, 1997.
4. To act upon any other business that may properly come before the meeting.
The shareholders of record at the close of business on September 15, 1997
will be entitled to notice of and to vote at the Annual Meeting. The transfer
books of the Company will not be closed.
You are cordially invited to attend the meeting. Whether or not you plan to
be present, kindly fill in and sign the enclosed Proxy exactly as your name
appears on your stock certificate, and mail it promptly in order that your vote
can be recorded. A return envelope is enclosed for your convenience. The giving
of this Proxy will not affect your right to vote in person in the event you find
it convenient to attend the meeting.
By Order of the Board of Directors
CARLO PREVITALI
SECRETARY
Dated: Milan, Italy
September 15, 1997
<PAGE>
PRELIMINARY
TRIDENT ROWAN GROUP, INC.
Two Worlds Fair Drive
Somerset, New Jersey 08873
(908) 868-9000
PROXY STATEMENT
SOLICITATION AND USE OF PROXY
The enclosed Proxy is solicited by the Board of Directors of Trident Rowan
Group, Inc. (the "Company") for use at the Annual Meeting of Shareholders of the
Company, to be held on October 9, 1997, and at any adjournments thereof, for the
purposes set forth in the attached Notice of Meeting. Any shareholder giving a
Proxy may revoke it at any time prior to its use at the Annual Meeting by filing
with the Secretary of the Company an instrument revoking it or by giving a duly
executed proxy bearing a later date. Proxies, if duly signed and received in
time for voting, and not so revoked, will be voted at the Annual Meeting. Where
choices are specified by a shareholder by means of the ballot provided on the
Proxy for that purpose, the Proxy will be voted in accordance with such
specifications. In the absence of such specifications, the Proxy will be voted
FOR the slate of nominees for directors proposed by management, FOR the proposal
to amend the Articles of Incorporation, and FOR the ratification of Arthur
Andersen LLP as the Company's independent public accountants for the fiscal year
ended December 31, 1997. The Notice of Meeting and the Proxy Statement are being
mailed to shareholders on or about September 15, 1997. Under Maryland law and
the Company's Articles of Incorporation and By Laws, abstentions will be counted
in determining whether a quorum is present and broker non-votes will not be
counted. Abstentions and broker non-votes will not be counted as affirmative
votes.
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by the use of the mails, certain officers of the Company may
solicit proxies personally and by telephone. The Company may request banks,
brokerage houses and custodians, nominees and fiduciaries to forward soliciting
material to their principals and will reimburse them for their out-of-pocket
expenses.
OUTSTANDING SHARES AND VOTING RIGHTS
As of September 15, 1997, the record date fixed for the determination of
shareholders entitled to vote at the Annual Meeting, there were 5,130,160
outstanding shares of common stock, par value $.01 per share, which constitute
the only outstanding securities of the Company having voting rights. Each
outstanding share of common stock is entitled to one vote on each matter to be
voted. A majority of the shares of common stock represented in person or by
proxy, will constitute a quorum for the transaction of business.
The affirmative vote of two-thirds of all of the votes entitled to be cast
on such matter is required to adopt the proposal to amend the Articles of
Incorporation. The affirmative vote of a majority of all of the votes cast at
the meeting in person or by proxy is required to approve the election of each
director nominated and the ratification of the appointment of the independent
public accounts.
<PAGE>
PROPOSAL NO. 1:
TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION
TO PROVIDE FOR A STAGGERED BOARD OF DIRECTORS,
CONSISTING OF THREE CLASSES
The Board of Directors has unanimously resolved to recommend the adoption of
certain amendments to the Articles of Incorporation relating to the composition
of the Board of Directors. Because the amendments are all related to each other
and, as described below, are all required to be proposed for adoption pursuant
to an agreement between the Company and Tamarix Capital Corporation, the Board
of Directors has determined to present the proposed amendments as a single
proposal. The texts of the proposed amendments are set forth in full in Exhibit
A to which readers are referred. Terms used below and not otherwise defined have
the meanings given them in the texts of the amendments.
In general, the amendments, adoption of which requires the affirmative vote
of two-thirds of all outstanding shares entitled to vote, would:
a) establish the maximum number of members of the Board of Directors at
11 for so long as Finprogetti, S.p.A. ("Finprogetti") shall not have
completed the sale of 1,635,000 shares of common stock to Tamarix Investors
LDC ("Tamarix"), and at a maximum of 10 thereafter;
b) require that at least three members of the Board of Directors shall
not be employees of or affiliated with the Company or any of its
subsidiaries, or of any shareholder or affiliate thereof, all of whom shall
otherwise be persons of good character, experienced in business matters, and
reasonably acceptable to Tamarix (each an "independent director");
c) classify the Board of Directors into three classes, as nearly equal
in number as possible, each of which, after an interim arrangement, will
serve for three years, one class being elected each year;
d) permit Tamarix, so long as it is the record owner of (i) not less
than 1,000,000 shares of Company common stock to nominate one member to each
class of the Board of Directors, one of whom shall serve as the Chairman of
the Board, (ii) at least 500,000 but fewer than 1,000,000 shares of Company
common stock to nominate one member to the class which shall initially serve
for a two year term and who shall serve as the Chairman of the Board, and
(iii) at least 300,000 but fewer than 500,000 shares of Company common stock
to nominate one member to the class which shall initially serve for a one
year term; and
e) require that actions of the Board of Directors shall require the
affirmative vote of the majority of the entire Board, including vacancies
then unfilled.
HISTORY OF THE TAMARIX/FINPROGETTI TRANSACTION
On May 2, 1997, pursuant to an agreement between Tamarix and Finprogetti
dated March 7, 1997 (the "Tamarix/Finprogetti Acquisition Agreement"),
Finprogetti sold to Tamarix 900,000 shares of the Company's Common Stock owned
by Finprogetti. Tamarix and Finprogetti agreed that Finprogetti shall have a put
right and Tamarix shall have a call right with respect to an additional 735,000
shares of Common Stock owned by Finprogetti. The put option is exercisable for a
one-year period, beginning on the first anniversary of the closing of the
900,000 share purchase and the call option is exercisable during the two years
beginning on such closing date. During such two-year period, Tamarix will have a
proxy from Finprogetti to vote such 735,000 shares. In addition, on May 2, 1997
Finprogetti delivered the resignations of certain former members of the
Company's Board of Directors who had been nominated by Finprogetti. In
connection with the Tamarix/Finprogetti Acquisition Agreement, pursuant to an
agreement, dated April 8, 1997, between the Company and Tamarix Capital
Corporation (the "Inducement Agreement"), the Company has (a) issued to
Centaurus Management LDC ("Centaurus"), the Manager of Tamarix, a warrant to
purchase 1,250,000 shares of Common Stock with an exercise price per share of
$6.00, exercisable for a three-year period which commenced on May 2, 1997 (the
"Centaurus Warrant"), (b)
2
<PAGE>
registered the resale of shares of the Company purchased by Tamarix from
Finprogetti as well as the shares underlying the Centaurus Warrant, and (c)
amended the By-Laws and agreed to submit for approval at this meeting of
shareholders a proposal to amend the Articles of Incorporation of the Company to
provide (i) for a staggered Board of Directors which shall include, under
certain circumstances, at least one person nominated by Tamarix in each of the
three classes, (ii) for a representative of Tamarix to be Chairman of the Board
of the Company, and (iii) that the Board of Directors be expanded and limited to
not more than 11 members, under certain circumstances, and otherwise to be
limited to 10 members, such Board to include three Tamarix nominees and an
additional three independent directors who are experienced in business matters
and otherwise reasonably acceptable to Tamarix. The Company agreed that it may
not declare and pay dividends without the approval of the Tamarix-nominated
directors. The Company has also engaged Tamarix Capital Corporation for three
years to provide certain financial advisory services to the Company at a cost of
$200,000 per year, payable quarterly, plus reasonable expenses. As financial
advisor, Tamarix Capital Corporation will, among other things, identify
potential investment or acquisition opportunities for the Company, and sources
of capital for the Company and the companies in which the Company makes
investments. Tamarix Capital Corporation is a New York-based merchant and
investment banking firm founded by Messrs. Mark Hauser and William Spier,
members of the Board of Directors of the Company. Tamarix Capital Corporation
acts as advisor to and, through its affiliates, makes principal investments in,
public and private companies in a variety of growth industries, both in the U.S.
and internationally. The Company is actively exploring the acquisition of
Tamarix Capital Corporation to provide the Company with its own in-house
merchant banking capability to complement its temporary management capability.
PURPOSES AND EFFECTS OF THE AMENDMENTS
The amendments submitted in this Proposal No. 1 are those governance
changes, required under the Inducement Agreement, which require implementation
in the Articles of Incorporation.
Changes previously made to the Company's By Laws pursuant to the Inducement
Agreement include: 1) establishing a five-member Executive committee of the
Board of Directors which shall include the Chairman of the Board or his
designee, the Chief Executive Officer, one other Director nominated by Tamarix,
one independent director and one director who lives and is employed in Italy;
and 2) prohibiting any amendments to the By Laws which have not been approved by
Tamarix, so long as Tamarix is the owner of record of not less than 7.5% of the
then-issued and outstanding shares of Company Common Stock. Additionally,
pursuant to the Inducement Agreement, the Board agreed that it would not
recommend any amendments to the Articles of Incorporation without the approval
of Tamarix so long as Tamarix is the owner of record of not less than 7.5% of
the then-issued and outstanding shares of Company Common Stock.
Among the effects of the recommended changes to the Articles of
Incorporation, coupled with the changes already made to the By Laws, are: 1) to
increase the time needed to effect, and the difficulty in effecting, a change in
a majority of the members of the Board of Directors; and 2) to concentrate
decisional authority in the hands of Tamarix.
As described in greater detail below in connection with Proposal No. 2, at
the meeting of shareholders to which this Proxy Statement relates, one class,
consisting of three members, including a nominee of Tamarix and an independent
director, is proposed for election to a one year term expiring at the next
meeting of shareholders. One class consisting of four members, including a
nominee of Tamarix, an independent director and a nominee of Finprogetti, is
proposed for election to a two year term expiring at the second succeeding
meeting of shareholders. The third class, consisting of three members, including
one nominee of Tamarix and one independent director, is proposed for election to
a three year term expiring at the third succeeding meeting of shareholders.
3
<PAGE>
PROPOSAL NO. 2:
ELECTION OF DIRECTORS
Unless otherwise specified, the Proxy will be voted for each of the nominees
named below as a Director. In addition, if Proposal No. 1 is adopted, (a) three
of such nominees will be Class I directors who shall serve until the next Annual
Meeting of Shareholders and until their successors shall be elected and shall
qualify, (b) four of such nominees will be Class II directors who shall serve
until the Company's 1999 Annual Meeting of Shareholders and until their
successors shall be elected and shall qualify, and (c) three of such nominees
will be Class III directors who shall serve until the Company's 2000 Annual
Meeting of Shareholders and until their successors shall be elected and shall
qualify. Tamarix has waived the provision of the Inducement Agreement currently
requiring 11 directors. If Proposal No. 1 is not adopted, all nominees shall
serve until the next annual meeting and until their successors are elected and
shall qualify. All of the nominees are currently members of the Board of
Directors and are persons who Management agreed to nominate in connection with
the Inducement Agreement. Management has no reason to believe that any of such
nominees will be unable to serve as a Director. In the event, however, that any
of them shall be unable to serve as a Director by reason of death, incapacity or
for any other reason, or for good cause will not serve, the appointees named in
the Proxy reserve the right to substitute another person of their choice as
nominee, in his place and stead, or to vote for such lesser number of Directors
as may be prescribed by the Board of Directors in accordance with the Company's
By Laws.
The ten nominees for director, their respective class of director, their
positions with the Company, their term of office and their business background
are as follows:
<TABLE>
<CAPTION>
CLASS I DIRECTORS:
NAME AGE POSITION
- ------------------------------------------ --- ------------------------------------------
<S> <C> <C>
William Spier............................. 62 Director, Chairman of the Board, and
member of the Executive Committee
Mario Tozzi-Condivi....................... 71 Vice Chairman and Director
Deborah Schondorf-Novick.................. 33 Director
CLASS II DIRECTORS:
<CAPTION>
NAME AGE POSITION
- ------------------------------------------ --- ------------------------------------------
<S> <C> <C>
Arno Morenz............................... 58 Director and member of the Executive
Committee
Mark Houser............................... 39 Director and member of the Executive
Committee
Albino Collini............................ 54 Executive Vice President, Director and
member of the Executive Committee
Giovanni Caronia.......................... -- Director
CLASS III DIRECTORS:
<CAPTION>
NAME AGE POSITION
- ------------------------------------------ --- ------------------------------------------
<S> <C> <C>
Howard E. Chase........................... 60 President, Chief Executive Officer,
Director and member of the Executive
Committee
Emanuel Arbib............................. 30 Director
Nicola Caiola............................. 71 Director
</TABLE>
William Spier, Chairman of the Board, became a Director of the Company on
May 2, 1997 upon consummation of the Tamarix/Finprogetti Acquisition Agreement.
He is a founder and Managing Director of Tamarix Capital Corporation. From May
1991 until October 1996, he was chairman and chief executive officer of DeSoto,
Inc., a manufacturer of household cleaners and detergents. DeSoto was acquired
by Keystone Consolidated Industries, Inc., a Texas-based manufacturer of steel
and wire rods, of which
4
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Mr. Spier is a director. Mr. Spier is also currently a director of Geotek
Communications, Inc., a wireless telecommunications company, Video Lottery
Technologies, a supplier of software, equipment and related services on-line and
video lotteries and gaming programs, and Integrated Technologies, Inc., a
computer peripheral and telecommunications device and software company. From
1982 until 1989, Mr. Spier was a private investor, having been Vice Chairman of
Phibro-Salomon, Inc. until 1982.
Mario Tozzi-Condivi has served as a Director of the Company since 1993, and
as Vice Chairman since October 1995. He has also served as Director of Moto
Guzzi since July 1995; President of Maserati Automobiles Incorporated, the
Company's former subsidiary, from February 1989 until 1996; Chairman of the
Board of Maserati U.K. Ltd., 1986 to 1987; and has been an independent
consultant to automobile importers, distributors and dealers in England, Italy,
Singapore and South Africa, since 1984.
Deborah Schondorf-Novick has been Vice President Investment Banking for GKN
Securities Corp. for more than the past five years. She is also a director of
Netplex Group Inc., a Nasdaq traded networked information systems company, and
of Dalewood Associates, Inc., the corporate general partner of Dalewood
Associates, L.P., an investment partnership. She became a Director of the
Company on September 7, 1997.
Dr. Arno Morenz has served as a Director of the Company since April 25,
1997. He currently also serves as chairman of three non-traditional re-insurance
companies affiliated with General Electric Capital. He served as the chairman of
the board of management of Achener Ruckversicherung, a German reinsurance firm,
from 1984 until 1996, when the firm was acquired by a unit of General Electric
Capital. He was subsequently appointed to General Electric Capital's supervisory
board.
Mark S. Hauser became a Director of the Company on May 2, 1997 upon
consummation of the Tamarix/Finprogetti Acquisition Agreement. He is an attorney
and a founder and Managing Director of Tamarix Capital Corporation, a New
York-based merchant and investment banking firm. Between 1986 and 1990, Mr.
Hauser was Managing Director of Ocean Capital Corporation, an international
investment banking firm. In 1991, Mr. Hauser founded Hauser, Richards & Company,
also an international investment banking firm. He currently serves as Vice
Chairman and a director of Holmes Protection Group, a security alarm company,
and a director of ICC Technologies, Inc., a high-technology air conditioning
manufacturer, Integrated Technologies of Israel, Ltd., a joint venture of an
investment group and Israel Aircraft Industries, and of Direct Language
Communications, Inc., a multilingual communications services company.
Albino Collini has served as a Director of the Company since 1995, and
Executive Vice President and Chief Operating Officer of the Company since
October 1995. He has also served as a Director of Moto Guzzi since July 1995;
founder and President of T.I.M. and predecessors since 1987; Managing Director
of Finprogetti from July 1995 until May 1996; and Director of Finprogetti
International Holding, S.A. since October 1993.
Howard E. Chase has served as a Director of the Company since 1971, as
Secretary of the Company and as Company counsel from 1971 until September 1995
and as President and Chief Executive Officer of the Company since October 1995.
He has also served as Vice-President of the Company from 1986 to October 1995; a
partner of Morrison Cohen Singer & Weinstein, LLP from April 1984 until
September 1995; and a director of Thoratec Laboratories, Inc., a Nasdaq-traded
company since 1987.
Emanuel Arbib became a Director of the Company on May 2, 1997 upon
consummation of the Tamarix/Finprogetti Acquisition Agreement. He is the
Managing Director of Capital Management Ltd, an international money management
firm based in Jersey, Channel Islands with more than $200 million under
management. The firm specializes in the high quality sector of the global fixed
income market. He is also the co-founder and Managing Director of Global
Investment Advisors, a London-based investment company. Since January 1996, he
has served as managing Director of BioSafe Europe, an affiliate of
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<PAGE>
BioSafe International Inc., a publicly traded company engaged in waste
management and landfill reclamation. Since September 1996, he has served as a
director of International Capital Growth Ltd., and its European subsidiary
Capital Growth (Europe) Ltd., investment banking firms. From 1990 until 1991,
Mr. Arbib headed the Italian desk for Eurobond sales at Prudential Bache
Securities (UK) Ltd.
Nicola Caiola became a Director of the Company on May 2, 1997 upon
consummation of the Tamarix/ Finprogetti Acquisition Agreement. He has been the
sole shareholder, chairman and Managing Director of Services Financiers S.A., a
Swiss private financial consulting firm in the mergers and acquisitions field,
since 1979.
Giovanni Caronia became a Director on June 16, 1997. He is [TO COME]
Each of Messrs. Chase, Hauser, Spier, Arbib and Ms. Schondorf-Novick is a
director of a company with a class of securities registered pursuant to Section
12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). None
of the other above-described persons is a director of such a company or of any
company registered as an Investment Company under the Investment Company Act of
1940.
The Board of Directors established an Audit Committee in 1995, which
currently consists of: Howard E. Chase, Mark Hauser and Dr. Arno Morenz. The
Audit Committee is charged with the responsibility to review the performance of
the independent accountants as auditors for the Company, discuss and review the
scope and the fees of the prospective annual audit, review with the auditors the
corporate accounting practices and policies and recommend to whom reports should
be submitted within the Company, review their final report with the auditors,
review with the auditors overall accounting and financial controls, and be
available to the auditors during the year for consultation purposes. In
addition, the Audit Committee is charged with conducting an appropriate review
of all related party transactions on an ongoing basis and a review of potential
conflict of interest situations. The Board of Directors has established a
Compensation Committee which is charged with the responsibility to review and
make recommendations to the Board regarding salaries, compensation and benefits
of executive officers and key employees of the Company. All of the current
members of the Board of Directors who were or became directors in 1996 attended
at least 75% of those meetings held in such year during their term of service.
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.
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
POSITION WITH COMPANY
AND BUSINESS EXPERIENCE
NAME AGE DURING PAST FIVE YEARS
- ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>
Howard Chase (1).....................................
Albino Collini (1)...................................
Mario Tozzi-Condivi (1)..............................
Carlo Previtali...................................... 52 Secretary and Treasurer of the Company.
</TABLE>
- ------------------------
(1) Information relating to the ages, positions with the Company and past
business experience of Messrs. Chase, Collini and Tozzi-Condivi is set forth
above under "Directors." All executive officers will serve in their
respective capacities until their successors shall have been elected and
qualified.
Carlo Previtali has served as Secretary and Treasurer of the Company since
July 1995. He has also served as Director of Finprogetti International Holding,
S.A. from November 1988 to December 1994; Director of Nolan S.r.l., a
manufacturer of motorbike helmets, from May 1989 to November 1990; Chief
Executive Officer of Profin S.p.A., an investment company from January 1990 to
December 1995; Director of Cem S.p.A., a manufacturer of compressors, from March
1990 to January 1991; Chief Executive Officer of Unifin, S.r.l., an investment
company, from March 1990 to October 1991; Director of Progetti Cosmetics
6
<PAGE>
S.r.l. from June 1991 to June 1994; Director of Oikos S.r.l., an investment
company, from September 1991 to March 1993; Director of Team Finanziaria S.r.l.,
an investment company, from October 1991 to July 1993; 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. since July 1995; Director of American Finance, S.p.A.
since July 1995; Director of Opticos S.r.l., a manufacturer of sport glasses,
from May 1983 to July 1991; 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. He served as an officer of
Finprogetti S.p.A. from 1983 until June 1996.
PRINCIPAL SECURITY HOLDERS
The following table sets forth certain information concerning the beneficial
ownership of Common Stock as of September 5, 1997, by (i) each person who is
known by the Company to own beneficially 5% or more of the Common Stock, (ii)
each of the Company's directors and Named Executive Officers, and (iii) all
directors and executive officers as a group. Unless otherwise indicated, each
person in the table has sole voting and investment power with respect to the
shares shown.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER** OWNED BENEFICIALLY OWNED
- --------------------------------------------------------------------------- ----------------- ---------------------
<S> <C> <C>
Tamarix Investors LDC...................................................... 2,885,000(1) 45.1
444 Madison Ave.
New York, NY 10022
Tail Trust................................................................. 776,530 15.1
c/o Pirunico Trustees (Jersey)(2)
Limited Account 282
44 Esplanade House
St. Helier, Jersey
Channel Islands
William Spier(3)........................................................... 2,885,000 45.1
Howard E. Chase(4)......................................................... 70,000 1.3
Albino Collini(5).......................................................... 165,972 3.2
Mario Tozzi-Condivi(6)..................................................... 40,000 *
Domenico Costa(6).......................................................... 20,000 *
Arnolfo Sacchi............................................................. 0 0
Carlo Previtali(6)......................................................... 20,000 *
Emanuel Arbib(3)........................................................... 2,885,000 45.1
Nicola Caiola.............................................................. 0 0
Santiago De Tomaso(6)...................................................... 10,000 *
Mark S. Hauser(3).......................................................... 2,885,000 45.1
Dr. Arno Morenz............................................................ 0 0
All executive officers and directors as a Group
(10 persons)............................................................. 3,210,972(7) 48.8
</TABLE>
- ------------------------
* Less than 1%.
** Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission ("Commission") and generally includes
voting or investment power with respect to securities. Shares of Common
Stock issuable upon the exercise of options or warrants currently
exercisable, or exercisable or convertible within 60 days, are deemed
outstanding for computing the percentage ownership of the person holding
such options or warrants but are not deemed outstanding for computing the
percentage ownership of any other person.
7
<PAGE>
(1) Upon consummation of the Tamarix/Finprogetti Acquisition Agreement, Tamarix
and affiliates became the beneficial owner of 2,885,000 shares, including
900,000 shares purchased thereunder, 735,000 shares held by Finprogetti
subject to a call option by Tamarix and a put option by Finprogetti and
1,250,000 shares of stock underlying the Centaurus Warrant. As a result
thereof, Finprogetti is the record owner of 808,350 shares, but beneficially
owns 73,350 shares, substantially all of which are subject to purchase by
the Company.
(2) Pirunico Trustees (Jersey) Limited is the trustee of the Tail Trust, which
acquired by gift shares formerly owned by the Company's former principal
shareholder and Chairman.
(3) Messrs. Spier, Arbib and Hauser, indirectly own controlling interests in
Tamarix and Centaurus, and may therefore be viewed as having beneficial
ownership of the Common Stock beneficially owned by Tamarix.
(4) Includes 60,000 shares purchasable upon exercise of options.
(5) Represents 135,972 shares held of record by Tairona, S.A., a Luxembourg
corporation affiliated with Mr. Collini, and 30,000 shares purchasable by
Mr. Collini upon exercise of options.
(6) Represents shares purchasable upon exercise of options.
(7) Includes 180,000 shares purchasable upon exercise of options, as well as
shares beneficially owned by Tamarix and those underlying the Centaurus
Warrant, with respect to which Messrs. Spier, Arbib and Hauser may be viewed
as having beneficial ownership.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the three fiscal years ended December 31,
1996, 1995 and 1994 the cash compensation paid or accrued for those years to the
President of the Company and each of the other five most highly compensated
executive officers of the Company other than the President whose aggregate
annual salary and bonus exceed $100,000 for the Company's last fiscal year
("Named Executive Officers") in all the capacities in which they served:
8
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL OTHER (#)AWARDS
COMPENSATION ANNUAL OPTIONS/SARS
NAME AND PRINCIPAL POSITION YEAR SALARY (LIT./$)(1) COMPENSATION (#)
- ----------------------------------------- --------- ------------------ ------------- ---------------
<S> <C> <C> <C> <C>
Howard E. Chase.......................... 1995 Lit. 155,737,000/ -0- 300,000
President and Chief Executive 1996 ($101,789) -0- -0-
Officer since October 28, 1995 Lit. 573,750,000/
($375,000)
Albino Collini(2)........................ 1995 Lit. 186,700,000/ Lit. 150,000
Executive Vice President since 1996 ($122,026) 50,000,000/ -0-
October 28, 1995 Lit. 382,500,000/ ($32,680)
($250,000) Lit.
76,500,000/
($50,000)
Mario Tozzi-Condivi(3)................... 1995 Lit. 93,414,000/ -0- 200,000
Vice Chairman since October 28, 1995 1996 ($61,055) -0- -0-
Lit. 283,050,000/
($185,000)
Domenico Costa........................... 1995 Lit. 237,850,000/ -0- 60,000
President of T.I.M. 1996 ($155,458) -0- -0-
Lit. 240,000,000/
($156,863)
Arnolfo Sacchi........................... 1994 Lit. 192,000,000/ -0- -0-
Former managing director of Moto Guzzi 1995 ($125,490) -0- -0-
from 1994 until April 1997 1996 Lit. 223,519,700/ -0- -0-
($146,092)
Lit. 240,000,000/
($156,863)
Carlo Previtali.......................... 1996 Lit. 240,000,000/ -0- -0-
Treasurer and Secretary ($156,863)
</TABLE>
- ------------------------
The aggregate amount of all perquisites and other personal benefits paid to each
of the Named Executive Officers did not exceed the greater of $50,000 or 10%
of such Officer's salary.
(1) Lire amounts have been converted to dollars at the rate of 1,530 lire per
U.S. Dollar, the approximate rate in effect on December 31, 1996.
(2) Does not include Lit. 376,767,000 ($246,253) received in respect of a
certain T.I.M. engagement predating the Company's acquisition of T.I.M. as
part of the Finprogetti Acquisition.
(3) The above amounts plus expenses were paid to Como Consultants Limited, an
Isle of Jersey company, which provides the Company with the services of Mr.
Tozzi-Condivi. No other form of compensation was paid to Como Consultants or
to Mr. Tozzi-Condivi.
EMPLOYMENT CONTRACTS
In November 1995, the Company entered into employment agreements with each
of Howard E. Chase, Albino Collini, Giovanni Avallone (a former director),
Domenico Costa and Carlo Previtali, an agreement for limited services with
Francesco Pugno Vanoni (the former Chairman of the Board), and a Consulting
Agreement with Como Consultants, Limited, a corporation which provides the
services of Mario Tozzi-Condivi. The agreements with Messrs. Chase, Collini and
Pugno Vanoni and with Como
9
<PAGE>
Consultants are for a term of five 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 plus a guaranteed
additional payment of $50,000 per year and Mr. Tozzi-Condivi serves as Vice
Chairman of the Board and Chairman of the Executive Committee at a base
compensation of $185,000 per year. All such agreements include cost-of-living
increases and non-competition provisions for a period of two years after
termination of employment. The three-year agreement with Mr. Previtali provides
for his serving as Treasurer of the Company at a salary of Lit. 240 million
($156,863) per year, the agreement with Mr. Avallone provides for his serving on
a part-time basis as Director of Special Projects and Merchant Banking at an
annual salary of Lit. 60 million ($39,216), 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 million ($52,288) for such year.
Mr. Costa is employed as Managing Director of T.I.M. for three years at a salary
of Lit. 240 million ($156,863) per year. In connection with the
Tamarix/Finprogetti Acquisition Agreement, Mr. Pugno Vanoni has terminated his
employment agreement.
The compensation of the Named Executive Officers in 1996 was the result of
the negotiated employment agreements described above, and not the implementation
of a compensation policy.
STOCK OPTION PLANS
In order to attract and retain employees, the Board of Directors adopted,
and the shareholders approved, the 1995 Non-Qualified Stock Option Plan ("1995
NQ Plan") and the 1995 Stock Option Plan for Outside Directors ("1995 Directors
Plan"). The 1995 NQ Plan and the 1995 Directors Plan are referred to
collectively as the "1995 Plans." Options to purchase an aggregate of 2,150,000
shares of common stock (subject to antidilution adjustments under certain
circumstances) may be awarded under the 1995 Plans.
1995 NQ PLAN
The 1995 NQ Plan is administered by a committee consisting of two members of
the Board, neither of whom for at least one year prior to such member's
commencement of service, received any discretionary grant of options under the
1995 NQ Plan or otherwise. Members of the committee are not entitled to receive
grants under the 1995 NQ Plan. The maximum number of options which any optionee
may receive is 350,000 per calendar year.
All officers and employees who, in the opinion of the committee have made or
are expected to make key contributions to the success of the Company are
eligible to receive options under the Plan. The committee may determine, subject
to the terms of the 1995 NQ Plan, the persons to whom options will be awarded,
the number of shares and the specific terms of each option granted. Officers and
key employees of companies acquired or operated by the Company or its
subsidiaries may also be option recipients. Specific performance or other
criteria governing the granting of the remaining options have not yet been
established by the committee. Options may not be granted at an exercise price
below the fair market value on the date of grant.
If an option expires unexercised, is surrendered by the grantee for
cancellation, is canceled or otherwise becomes unexercisable, the shares
underlying the grant will again become available for the granting of new options
under the 1995 NQ Plan.
The plan is subject to amendment by a majority of those members of the Board
of Directors who are ineligible to receive options, but the Board may not (i)
change the total number of shares of stock available for options; (ii) increase
the maximum number of options; (iii) extend the duration of the plan; (iv)
decrease the minimum option price or otherwise materially increase the benefits
accruing to recipients; or (v) materially modify the eligibility requirements.
10
<PAGE>
1995 DIRECTORS' PLAN
All non-employee directors, who were never previously employed by the
Company or eligible to receive options, will annually receive, on each January 2
beginning in 1996, options to purchase 5,000 shares under the 1995 Directors
Plan. Newly appointed or elected non-employee directors receive a grant upon
taking office.
A total of 20,000 options under the plan were granted in each of 1996 and
1997. Options granted in 1996 are exercisable at $12.26 per share and options
granted on January 2, 1997 are exercisable at $9.313 per share. Options to be
granted in future years will be exercisable at the reported closing price of the
stock on January 2 of the year of grant. Options are not exercisable until the
later of January 2 of the year succeeding the date of grant or six months
following the date of grant.
The authority to grant options under the 1995 Directors Plan will terminate
on the earlier of December 31, 2005 or upon the issuance of the maximum number
of shares of stock reserved for issuance under the plan which is 150,000,
110,000 of which remain available for issuance.
The 1995 Directors Plan may be amended by the Board of Directors except that
provisions thereof concerning granting of options may not be amended more than
once every six months unless necessary to comply with the Internal Revenue Code
or the Employee Retirement Income Security Act.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
No stock options or SARs were granted in the fiscal year ended December 31,
1996 to any of the Named Executive Officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table summarizes the number of exercisable and unexercisable
options held by the Named Executive Officers at the end of 1996. None of the
unexercised options held by the Named Executive Officers at the end of 1996 were
exercisable at a price equal to or less than the market price of the Common
Stock on the date of issuance.
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING UNEXERCISED
OPTIONS/SARS AT FISCAL
NUMBER OF YEAR-END
SHARES --------------------------
EXERCISABLE UNEXERCISABLE
----------- -------------
NUMBER OF SHARES
ACQUIRED UNDERLYING
ON OPTIONS/SARS AT FISCAL
EXERCISE(1) YEAR-END
--------------- --------------------------
NAME
- -----------------------------------------------------------------------
<S> <C> <C> <C>
Howard E. Chase, CEO................................................... -- 60,000 240,000
Mario Tozzi Condivi.................................................... -- 40,000 160,000
Albino Collini......................................................... -- 30,000 120,000
Domenico Costa......................................................... -- 20,000 40,000
Arnolfo Sacchi......................................................... -- 0 0
Carlo Previtali........................................................ -- 20,000 40,000
</TABLE>
- ------------------------
(1) None of the Named Executive Officers exercised any stock options in 1996.
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 and will receive automatic grants of stock
11
<PAGE>
options. See "Stock Option Plans--1995 Directors' Plan." 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, and may be entitled to discretionary grants of stock options.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Board of Directors established a compensation committee on
October 28, 1995, but it has not convened. The Company and each of its
subsidiaries has, to date, addressed all compensation issues through its or
their respective boards of directors. Of the present members of the Board of
Directors, Messrs. Chase, Collini and Tozzi-Condivi served as executive officers
and/or employees of the Company and/or one or more of the Company's subsidiaries
in 1996.
Messrs. Tozzi-Condivi, Chase, and Previtali engaged in transactions with the
Company during 1996 in addition to serving as a director and/or officer of the
Company. See "Certain Relationships and Related Transactions" below.
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 Other Recreational Products Index and the NASDAQ Non-Financial Index
compiled by Research Data Group for the Company's five (5) fiscal years ended
December 31, 1992-1996, inclusive.
12
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG TRIDENT ROWAN GROUP, INC., THE DOW JONES EQUITY MARKET INDEX,
THE DOW JONES OTHER RECREATIONAL PRODUCTS INDEX
AND THE NASDAQ NON-FINANCIAL INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
TRIDENT ROWAN DOW JONES EQUITY DOW JONES OTHER NASDAQ
<S> <C> <C> <C> <C>
GROUP, INC. MARKET RECREATIONAL PRODUCTS NON-FINANCIAL
12/91 $100 $100 $100 $100
12/92 $100 $109 $119 $109
12/93 $57 $119 $137 $126
12/94 $264 $120 $144 $121
12/95 $296 $167 $190 $169
12/96 $261 $206 $228 $206
</TABLE>
* $100 invested on 12/31/91 in stock or index--including reinvestment of
dividends.
Fiscal year ending December 31.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1995, the Company repurchased shares previously owned by its former
Chairman of the Board, and agreed to repurchase the remaining 776,530 shares
formerly so held. The Company has also agreed to repurchase 73,110 shares from
Finprogetti, at a specified time and price.
The law firm of Morrison Cohen Singer & Weinstein, LLP is counsel to the
Company. Howard E. Chase, a Director of the Company and its Chief Executive
Officer, was a member of such firm until September 1, 1995. Fees paid by the
Company and subsidiaries to Morrison Cohen Singer & Weinstein, LLP in 1996 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
$185,000 in 1996 for consulting services rendered to the Company.
Mr. Carlo Garavaglia, a Director of the Company until May 2, 1997, is a
member of a law firm which was paid by the Company and its subsidiaries in 1996
for legal and statutory auditing services rendered, an amount less than 5% of
such firm's gross revenues in such period.
13
<PAGE>
Mr. Pugno Vanoni, Chairman of the Company until May 2, 1997, and his
brother, own offices in Milan which are leased to certain subsidiaries of the
Company acquired from Finprogetti at a rental of Lit. 148 million ($97,000) per
year.
Mr. Giovanni Avallone, Ms. Maria Luisa Ruzzon, Mr. Carlo Garavaglia and Mr.
Pugno Vanoni all served as directors of Finprogetti until July 19, 1996 and
directors of the Company until May 2, 1997. Mr. Carlo Previtali, Secretary and
Treasurer of the Company served as director of Finprogetti until July 19, 1996.
Mr. Mark Hauser and Mr. William Spier, who became directors of the Company
upon consummation of the Tamarix/Finprogetti Acquisition Agreement, are Managing
Directors of Tamarix Capital Corporation.
Upon consummation of the Tamarix/Finprogetti Acquisition Agreement, Tamarix
Capital Corporation, an affiliate of Tamarix, was retained by the Company as a
financial advisor for a period of three years at an annual fee of $200,000
payable in quarterly installments. Centaurus, the Manager of Tamarix, was
granted warrants to purchase 1,250,000 shares of Common Stock. Messrs. Hauser,
Spier and Arbib collectively control Centaurus.
Certain property in Cologne, Italy has been sold to a company affiliated
with Antonio Bertoni who is a shareholder of Domer S.r.l. and Managing Director
of Interim S.p.A. The Company is a minority shareholder in both such entities.
All transactions between the Company and its officers, directors, principal
shareholders or other affiliates have been on terms no less favorable than those
that are generally available from unaffiliated third parties. Any such future
transactions will be on terms no less favorable to the Company than could be
obtained from an unaffiliated third party on an arm's-length basis and will be
approved by a majority of the Company's independent and disinterested directors.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED PROXY
WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE NOMINEES SET FORTH ABOVE.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR ALL THE
NOMINEES NAMED ABOVE FOR ELECTION TO THE BOARD OF DIRECTORS.
PROPOSAL NO. 3:
TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1997
The Board of Directors has appointed Arthur Andersen LLP to continue as the
Company's auditors and to audit the books of account and other records of the
Company for the fiscal year ending December 31, 1997. Arthur Andersen LLP has
audited the Company's financial statements since 1996. Representatives of Arthur
Andersen LLP are expected to be present at the Annual Meeting to respond to
questions from shareholders and to make a statement if they desire to do so. The
Board of Directors recommends a vote FOR the foregoing proposal no. 3.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities ("Ten Percent Holders") to file reports
of ownership and changes in ownership with the Commission. Directors, executive
officers and Ten Percent Holders are required to furnish the Company with copies
of all such forms that they file. Based solely on the review of such forms
furnished to the Company, the Company believes that during 1996, the directors,
executive officers and Ten Percent Holders complied with all applicable filings
requirements of Section 16(a).
14
<PAGE>
SHAREHOLDER PROPOSALS AT THE COMPANY'S NEXT ANNUAL MEETING OF SHAREHOLDERS
Shareholders of the Company who intend to submit proposals to the Company's
shareholders at the Company's next annual meeting of shareholders must submit
such proposals to the Company so that it is received no later than May 26, 1998,
120 days before the anticipated date of mailing of the proxy statement for such
meeting. Shareholder proposals should be submitted to Carlo Previtali,
Secretary, Two Worlds Fair Drive, Somerset, New Jersey 08873.
ADDITIONAL INFORMATION
Upon the written request of any stockholder, the Company will provide,
without charge, a copy of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996. Written requests for such report should be
directed to the Office Administrator of the Company, Two Worlds Fair Drive,
Somerset, New Jersey 08873.
OTHER MATTERS
Management knows of no other matters to be presented at the Annual Meeting.
If any other matter does properly come before the Annual Meeting, the appointees
named in the Proxy will vote the Proxy in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ CARLO PREVITALI
---------------------------------
Carlo Previtali
SECRETARY
Dated: Milan, Italy
September , 1997
15
<PAGE>
EXHIBIT A
The following changes are proposed to be made to the Articles of
Incorporation:
"5. (a) The number of directors of the Corporation shall be such as
shall be fixed from time to time by, or in the manner provided in the
By-laws; provided, however, that the number of directors of the Corporation
shall number no less than eleven (11) for so long as Finprogetti, S.p.A. is
a beneficial owner of shares of the Corporation's Common Stock and shall not
have completed the sale of 1,635,000 shares of Common Stock to Tamarix
Investors, LDC ("Tamarix") pursuant to that certain Agreement to Purchase
Common Stock dated March 7, 1997, unless waived by Tamarix, and thereafter
shall number no less than ten (10);
(b) At least three (3) directors of the Corporation shall not be
employees of or affiliated with the Corporation or any of its subsidiaries,
or of any shareholder or affiliate thereof; all of whom shall be persons of
good character, experienced in business matters, and reasonably acceptable
to Tamarix;
(c) The Board of Directors of the Corporation shall be divided into
three (3) classes, as nearly equal in number as possible. Except as follows,
each such class will serve for three years until such year's annual meeting
of shareholders and until their successors shall be elected and qualified.
The initial Class I directors elected at the Annual Meeting of Shareholders
held in 1997 shall serve until the 1998 Annual Meeting of Shareholders, the
initial Class II directors elected at the Annual Meeting of Shareholders
held in 1997 shall serve until the 1999 Annual Meeting of Shareholders, and
the initial Class III directors elected at the Annual Meeting of
Shareholders held in 1997 shall serve until the 2000 Annual Meeting of
Shareholders; and
(d) Tamarix may nominate, so long as it is the record owner of (i) not
less than 1,000,000 shares of the Corporation's Common Stock, one member to
each class of the Board of Directors, one of whom shall be elected by the
Board of Directors to serve as the Chairman of the Board, (ii) at least
500,000 but fewer than 1,000,000 shares of the Corporation's Common Stock
one member to Class II, which class shall initially serve for a two-year
term, and who shall serve as the Chairman of the Board, and (iii) at least
300,000 but fewer than 500,000 shares of the Corporation's Common Stock, one
member to Class I, which class shall initially serve for a one-year term."
and
"6. Actions of the Board of Directors shall require the vote of the
majority of the entire Board of Directors, including unfilled vacancies
thereon. The By-laws shall, from time to time, prescribe the number of
directors which shall constitute a quorum for the transaction of business,
which number shall in no case be less than the minimum number needed for the
Board of Directors to approve actions."
<PAGE>
PRELIMINARY
FORM OF PROXY
TRIDENT ROWAN GROUP, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL
MEETING OF SHAREHOLDERS OF TRIDENT ROWAN GROUP, INC.
The undersigned acknowledges receipt of a Notice of Annual Meeting and of
accompanying Proxy Statement and hereby appoints Carlo Previtali and Cheryl
Prongay, and either of them, proxies with several powers of substitution, to
vote the shares of Trident Rowan Group, Inc. (the "Company"), standing in the
name of the undersigned at the Annual Meeting of Shareholders of the Company, to
be held on October 9, 1997, or at any adjournment thereof, as indicated upon the
following matters as described in the Notice of Meeting and accompanying Proxy
Statement:
1. To amend the Company's Articles of Incorporation (a) to provide for a
staggered Board of Directors (the "Board"), consisting of three classes of
directors, with one director in each class to be nominated under certain
circumstances by Tamarix Investors, LDC ("Tamarix"), the class initially to be
elected for one year to be comprised of three directors, the class initially to
be elected for two years to be comprised of four directors and the class
initially to be elected for three years to be comprised of three directors; and
(b) to expand and limit the Board to a maximum of 11 members under certain
circumstances, and to a maximum of 10 members under other circumstances, such
Board to include under certain circumstances three Tamarix nominees and an
additional three independent directors who are otherwise experienced in business
matters and otherwise reasonably acceptable to Tamarix.
/ / FOR / / AGAINST / / ABSTAIN
2. If Proposal No. 1 is adopted, to elect the following persons (unless
authority to vote is withheld as to all nominees by crossing out this item, or
as to any individual nominee by crossing out his or her name below) to the Board
of Directors, (a) three of whom shall be Class I directors who shall serve until
the next Annual Meeting of Shareholders and until their successors shall be
elected and shall qualify, (b) four of whom shall be Class II directors who
shall serve until the Company's 1999 Annual Meeting of Shareholders and until
their successors shall be elected and shall qualify, and (c) three of whom shall
be Class III directors who shall serve until the Company's 2000 Annual Meeting
of Shareholders and until their successors shall be elected and shall qualify:
Class I to serve until the 1998 shareholders' meeting:
William Spier Mario Tozzi-Condivi Deborah Schondorf-Novick
<PAGE>
Class II to serve until the 1999 shareholders' meeting:
Arno Morenz Giovanni Caronia Mark S. Hauser
Albino Collini
Class III to serve until the 2000 shareholders' meeting:
Howard E. Chase Emanuel Arbib Nicola Caiola
If Proposal No. 1 is not adopted, all directors shall serve until the next
annual meeting and until their successors shall be elected and shall qualify.
3. To ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants for the fiscal year ending December 31, 1997.
/ / FOR / / AGAINST / / ABSTAIN
4. To act upon any other business that may properly come before the meeting
or any adjournment thereof according to the number of votes and as fully as the
undersigned would be entitled to vote if personally present, hereby revoking any
prior proxy or proxies. If more than one of the above-named proxies shall be
present in person or by substitute, both of the proxies so present and voting
shall have and may exercise all the powers hereby granted.
IF NO INSTRUCTION IS INDICATED, SAID PROXIES WILL VOTE "FOR" THE PROPOSALS
REFERRED TO IN ITEMS 1-3 AND WILL USE THEIR DISCRETION WITH RESPECT TO ANY
MATTERS REFERRED TO IN ITEM 4.
Dated ________________________________, 1997
(Please Date)
Signature(s):
--------------------------------------------
--------------------------------------------
(Please sign under name exactly as it
appears to left)
