UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TRIDENT ROWAN GROUP, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
89614K10
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(CUSIP Number)
Steven A. Meetre, Esq.
Carter, Ledyard & Milburn
2 Wall Street, New York, New York 10005
(212) 732-3200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 2, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ].
<PAGE>
The information required on the remainder of the following cover pages shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 89614K10
1 NAME OF REPORTING PERSON: TAMARIX INVESTORS LDC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,635,000 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,635,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,635,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 31.7% on a
fully diluted basis
14 TYPE OF REPORTING PERSON: CO
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<PAGE>
CUSIP No. 89614K10
1 NAME OF REPORTING PERSON: CENTAURUS MANAGEMENT, LDC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
NUMBER OF 7 SOLE VOTING POWER: 1,250,000 shares of Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,885,000 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 1,250,000 shares of Common Stock
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,885,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,885,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 45.1% on a
fully diluted basis
14 TYPE OF REPORTING PERSON: CO
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<PAGE>
CUSIP No. 89614K10
1 NAME OF REPORTING PERSON: IXION, LDC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,885,000 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,885,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,885,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 45.1% on a
fully diluted basis
14 TYPE OF REPORTING PERSON: CO
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<PAGE>
CUSIP No. 89614K10
1 NAME OF REPORTING PERSON: AZZURRA, INC.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,885,000 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,885,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,885,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 45.1% on a
fully diluted basis
14 TYPE OF REPORTING PERSON: CO
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<PAGE>
CUSIP No. 89614K10
1 NAME OF REPORTING PERSON: MARK HAUSER
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,885,000 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,885,000 shares of Common
Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,885,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 45.1% on a
fully diluted basis
14 TYPE OF REPORTING PERSON: IN
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<PAGE>
CUSIP No. 89614K10
1 NAME OF REPORTING PERSON: EMANUEL ARBIB
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United Kingdom
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,885,000 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,885,000 shares of Common
Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,885,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 45.1% on a
fully diluted basis
14 TYPE OF REPORTING PERSON: IN
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<PAGE>
CUSIP No. 89614K10
1 NAME OF REPORTING PERSON: GIANNI BULGARI
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Monaco
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,885,000 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,885,000 shares of Common
Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,885,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 45.1% on a
fully diluted basis
14 TYPE OF REPORTING PERSON: IN
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<PAGE>
CUSIP No. 89614K10
1 NAME OF REPORTING GROUP: TAMARIX INVESTORS LDC
CENTAURUS MANAGEMENT, LDC
AZZURRA, INC.
IXION, LDC
MARK HAUSER
EMANUEL ARBIB
GIANNI BULGARI
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,885,000 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER:2,885,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,885,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 45.1% on a
fully diluted basis
14 TYPE OF REPORTING PERSON: CO, IN
- 9 -
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is the
Common Stock, par value $.01 per share (the "Common Stock") of Trident Rowan
Group, Inc., a Maryland corporation (the "Issuer"). The principal executive
offices of the Issuer are located at Two Worlds Fair Drive, Franklin Township,
Somerset, N.J. 08873
Item 2. Identity and Background.
This Statement is being filed on behalf of (i) Tamarix Investors LDC, a
limited duration company formed under the laws of the Cayman Islands
("Tamarix"); (ii) Centaurus Management, LDC, a limited duration company formed
under the laws of the Cayman Islands ("Centaurus"); (iii) Azzurra, Inc., a
Delaware corporation ("Azzurra"); Ixion, LDC, a limited duration company formed
under the laws of the Cayman Islands ("Ixion"); Mark Hauser, an officer and
director of Tamarix and Centaurus and the sole director of Azzurra; (iv) Emanuel
Arbib, an officer and director of Tamarix and Centaurus and a director of Ixion;
and Gianni Bulgari, a director of Ixion.
Tamarix has a business address of Mees Pierson Fund Services (Bahamas)
Limited, Windermere House, 404 East Bay Street, Nassau, Bahamas. Tamarix is a
private investment company formed for the purpose of investing in and holding
securities.
The following is information concerning each executive officer or director
of Tamarix:
1. Name: Mark Hauser
Position: Chairman and Director
Present Principal Occupation:
Managing Director of Tamarix Capital Corporation, a
New York-based merchant and investment banking firm.
Address: Mees Pierson Fund Services (Bahamas) Limited
Windermere House
404 East Bay Street
Nassau, Bahamas
Citizenship: U.S.
2. Name: Emanuel Arbib
Position: President, Secretary and Director
Present Principal Occupation:
Managing Director of Capital Management Ltd., an
international money management firm based in Jersey,
Channel Islands
Address: Mees Pierson Fund Services (Bahamas) Limited
Windermere House
404 East Bay Street
Nassau, Bahamas
Citizenship: United Kingdom
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<PAGE>
During the past five years, neither Tamarix nor (to the best knowledge of
Tamarix) any of its executive officers or directors listed above has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of judicial or
administrative body of competent jurisdiction, as a result of which proceeding
it or he was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, United States
federal or State, or Cayman Islands, securities laws, or finding any violation
with respect to such laws.
Centaurus has a business address of Mees Pierson Fund Services (Bahamas)
Limited, Windermere House, 404 East Bay Street, Nassau, Bahamas. The principal
business of Centaurus is managing the investments of Tamarix. Centaurus is 50%
owned by Azzurra, Inc., a corporation formed under the laws of the State of
Delaware ("Azzurra"), and 50% owned by Ixion, LDC, a limited duration company
formed under the laws of the Cayman Islands ("Ixion").
The following is information concerning each executive officer or director
of Centaurus:
1. Name: Mark Hauser
Position: Chairman and Director
Present Principal Occupation:
Managing Director of Tamarix Capital Corporation, a
New York-based merchant and investment banking firm.
Address: Mees Pierson Fund Services (Bahamas) Limited
Windermere House
404 East Bay Street
Nassau, Bahamas
Citizenship: U.S.
2. Name: Emanuel M. Arbib
Position: President, Secretary and Director
Present Principal Occupation:
Managing Director of Capital Management Ltd., an
international money management firm based in Jersey,
Channel Islands
Address: Mees Pierson Fund Services (Bahamas) Limited
Windermere House
404 East Bay Street
Nassau, Bahamas
Citizenship: United Kingdom
The following is information concerning each executive officer or director
of Azzurra, Inc.:
1. Name: Mark Hauser
Position: Chairman and Director
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<PAGE>
Present Principal Occupation:
Managing Director of Tamarix Capital Corporation, a
New York-based merchant and investment banking firm.
Address: c/o Tamarix Capital Corporation
444 Madison Avenue, 38th Floor
New York, New York 10022
Citizenship: U.S.
The following is information concerning each executive officer or director
of Ixion:
1. Name: Gianni Bulgari
Position: Chairman and Director
Present Principal Occupation:
Entrepreneur
Address: Gruppo G.B. Bulgari
via M. Mercati, 17A
00187 Rome
Italy
Citizenship: Monaco
2. Name: Emanuel Arbib
Position: President, Secretary and Director
Present Principal Occupation:
Managing Director of Capital Management Ltd., an
international money management firm based in Jersey,
Channel Islands
Address: c/o Capital Management Ltd.
4 Hill Street
London W1X 7FU
Citizenship: United Kingdom
During the past five years, neither Centaurus nor (to the best knowledge of
Centaurus) any of its executive officers or directors listed above has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of judicial or
administrative body of competent jurisdiction, as a result of which proceeding
it or he was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, United States
federal or State, or Cayman Islands, securities laws, or finding any violation
with respect to such laws.
During the past five years, neither Ixion nor (to the best knowledge of
Ixion) any of its executive officers or directors listed above has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of judicial or
administrative body of competent jurisdiction, as a result of which proceeding
it or he was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, United States
federal or State, or Cayman Islands, securities laws, or finding any violation
with respect to such laws.
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<PAGE>
During the past five years, neither Azzurra nor (to the best knowledge of
Azzurra) any of its executive officers or directors listed above has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of judicial or
administrative body of competent jurisdiction, as a result of which proceeding
it or he was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, United States
federal or State, securities laws, or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
The funds used in making the purchase of the securities of the Issuer were
raised in a private placement of securities of Tamarix. Subscriptions for U.S.
$7,000,000 were received in the private placement.
Item 4. Purpose of Transaction.
The purpose of the acquisition of the securities of the Issuer is to invest
in the Issuer with the goal of realizing capital appreciation and income and to
create opportunities for future business combinations for the entities and
persons subject to this Statement.
Pursuant to an Inducement Agreement between Tamarix and the Issuer dated
April 8, 1997 as amended May 2, 1997 (collectively, the "Inducement Agreement")
the Issuer agreed to take certain actions in order to induce Tamarix to invest
in the Common Stock of the Issuer.
Pursuant to the Inducement Agreement, the Issuer agreed that, acting
through its Board of Directors (the "Board"), it will facilitate the closing and
the performance of the Agreement to Purchase Common Stock between Tamarix and
Finprogetti S.p.A. ("Finprogetti") dated March 7, 1997 as amended May 2, 1997
(collectively, the "Purchase Agreement") under which Tamarix contracted to
purchase from Finprogetti: (i) 900,000 shares of Common Stock at a price of
$7.75 per share on May 2, 1997 (the "Closing Date"); (ii) a one year call option
to acquire 100,000 shares of Common Stock at a price of $7.75 per share at any
time following the Closing Date pursuant to an escrow agency arrangement (see
Item 7, Exhibit Nos. 1, 2 and 3 hereof); and (iii) a two year call option to
acquire 635,000 shares of Common Stock at a price of $7.50 per share at any time
following the Closing Date (the Common Stock purchased together with the
options, the "Finprogetti Shares"). Tamarix granted to Finprogetti a one year
put option on the 735,000 shares of Common Stock subject to the options
exercisable beginning May 2, 1998 at a price of $7.50 per share. In addition, on
the Closing Date, an irrevocable written proxy to vote the 735,000 shares of
Common Stock subject to the options was issued to Tamarix by Finprogetti.
Pursuant to the Inducement Agreement, and subject to shareholder approval
where applicable under state law, the Issuer's Board will amend the Issuer's
By-Laws, effective on the Closing Date, to effect the following:
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<PAGE>
(i) limit the size of the Issuer's Board to no more than eleven (11) Directors
so long as Finprogetti will not have sold to Tamarix all of the Finprogetti
Shares, and to limit the size of the Issuer's Board to no more than ten (10)
Directors immediately after Finprogetti will have sold to Tamarix all of the
Finprogetti Shares;
(ii) provide that all of the Issuer's Directors, including those Directors now
serving on the Board who will be elected to serve on the Board as
re-constituted, will serve for staggered, three-year terms;
(iii) give Tamarix, so long as it will own one million or more shares of Common
Stock, the power to nominate a Director who will be the Chairman of the Board
and who will serve in the 1998 class year, a Director who will serve in the 1999
class year, and a Director who will serve in the 2000 class year; to give
Tamarix, so long as it will own at least 500,000 but not more than 999,999
shares of Common Stock, the power to nominate a Director who will be the
Chairman of the Board and who will serve in the 1998 class year, and a Director
who will serve in the 1999 class year; and to give Tamarix, so long as it will
own at least 300,000 but not more than 499,999 shares of Common Stock, the power
to nominate a Director who will serve in the 1998 Class Year;
(iv) provide for no fewer than three independent Directors;
(v) provide for a five-member Executive Committee of the Board, which will
include the Chairman of the Board or a Director whom he designates, the Chief
Executive Officer, one Director nominated by Tamarix, one independent Director,
and one Director who lives and is employed in Italy, and which will have the
power to take the following actions among others: to direct the day-to-day
business activities of the Issuer which are within budget and operating
guidelines prescribed by the Board and which are not matters which require
action by the shareholders of the Issuer (the "Shareholders");
(vi) provide that all actions requiring the vote of the Board of Directors will
be taken by the vote of a majority of the Directors (for example, by the
affirmative vote of six Directors so long as there will be eleven Directors),
and
(vii) provide that the By-Laws of the Issuer as amended will not be further
amended, in whole or in part, without the written consent of Tamarix so long as
Tamarix will own at least 7.5% of the issued and outstanding shares of Common
Stock.
Pursuant to the Inducement Agreement, the Issuer's Board will elect the
following persons to position of Director: Mr. Mark Hauser, Mr. Emanuel Arbib,
and Mr. William Spier.
Pursuant to the Inducement Agreement, the Issuer further agreed: (i) to
resolve to not recommend to the Shareholders, and oppose, any amendments to the
certificate of incorporation of the Issuer without the written consent of
Tamarix, so long as Tamarix will own at least 7.5% of the issued and outstanding
shares of common stock of the Issuer; and (ii) to call a meeting of
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<PAGE>
the Shareholders to be held no later than 15 July 1997 and to recommend to the
Shareholders that the certificate of incorporation be amended to implement and
ratify the actions discussed above.
On or before the Closing Date the Issuer agreed to take those actions
described in the Purchase Agreement, including the following: (i) to undertake
to secure the agreement of Howard E. Chase, Mario Tozzi-Condivi, and Albino
Collini to cancel a one page voting agreement dated July 1995 which they entered
with Finprogetti; and (ii) provide or secure the consents necessary under the 17
July 1995 acquisition agreement with Finprogetti to permit Finprogetti to sell
the Finprogetti Shares to Tamarix and to grant its proxy to Tamarix under the
Purchase Agreement.
Pursuant to the Inducement Agreement, the Issuer further agreed to the
following:
(i) that from the date of the Inducement Agreement it will not incur any
additional debts except in the ordinary course of its business, or issue
warrants, shares or convertible securities beyond those warrants, shares and
securities which are currently outstanding or which are the subject of the
Securities and Exchange Commission registration statement which is now pending
(the "Offering"), or which the Issuer has advised Tamarix that it intends to
incur or to issue, prior to the Closing Date of the purchase of the Finprogetti
Shares;
(ii) that upon execution of the Inducement Agreement and the Purchase Agreement,
as an inducement for Tamarix to enter into a lockup agreement required by the
Issuer's underwriters in the Offering, the Issuer will issue to Centaurus
warrants to purchase 1,250,000 shares of Common Stock (the "Centaurus
Warrants"), effective on the Closing Date and exercisable at any time for three
years from the Closing Date, at the price of the shares of the Common Stock
effective in the Offering. The transfer of the Centaurus Warrants by Centaurus
will be limited to: the Members of Centaurus; the shareholder(s) of any Members
of Centaurus; Tamarix; the shareholders of Tamarix, and such other transferees
the transfer to whom will be consented to by the Issuer, such consent being not
unreasonably withheld. In the event that the registration statement for the
Offering has not become effective by 30 May 1997, the exercise price for the
Centaurus Warrants will be the average closing sales price of a share of the
Common Stock as reported by NASD Consolidated Transactions for the 21 business
days immediately following 30 May 1997;
(iii) that the Finprogetti Shares and the Centaurus Warrants will be registered
as part of the Offering, but in no event later than three months from the
Closing Date. Upon completion of the Offering, based on the information
contained in the Offering prospectus, the Issuer will have 5,152,540 Shares of
Common Stock issued and outstanding. Such amount does not include the 1,250,000
shares of Common Stock underlying the Centaurus Warrants;
(iv) in the event that a majority of the Board of Directors of the Issuer's
subsidiary, Moto Guzzi Corp., will be elected by the holders of the convertible
preferred shares currently outstanding, one of the remaining Directors of Moto
Guzzi Corp. will be a person who was nominated as a Director of the Issuer by
Tamarix.
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<PAGE>
Tamarix and Centaurus anticipate that the Issuer may in the future merge
with or acquire other entities.
Item 5. Interest in Securities of the Issuer.
(a) and (b). Tamarix is the beneficial owner of 1,635,000 shares of Common
Stock (the "Tamarix Shares"). Accordingly, Tamarix will beneficially own 31.7%
of the Common Stock on a fully diluted basis upon completion of the Offering
(based on the Issuer having 5,152,540 shares of Common Stock issued and
outstanding upon completion of the Offering). In the Articles of Association of
Tamarix Investors LDC, Centaurus is given the authority to vote and dispose of
the Tamarix Shares. Tamarix thus shares the power to direct the vote and the
disposition of the Tamarix Shares with Centaurus.
Centaurus is the beneficial owner of 2,885,000 shares of Common Stock based
on Centaurus's power to direct the vote and the disposition of the Centaurus
Warrants and to direct the vote and the disposition of the Tamarix Shares as
manager of Tamarix. Accordingly, Centaurus will beneficially own 45.1% of the
Common Stock on a fully diluted basis upon completion of the Offering (based on
the Issuer being deemed to have 6,402,540 shares of Common Stock issued and
outstanding upon completion of the Offering). Centaurus has the sole power to
vote and to dispose of the Centaurus Warrants, and shares the power to vote and
dispose of the Tamarix Shares with Tamarix.
Azzurra is the beneficial owner of 2,885,000 shares of Common Stock (the
"Azzurra Shares") based on Azzurra's power to direct the vote and the
disposition of the Tamarix Shares and the Centaurus Warrants. Accordingly,
Azzurra will beneficially own 45.1% of the Common Stock on a fully diluted basis
upon completion of the Offering (based on the Issuer being deemed to have
6,402,540 shares of Common Stock issued and outstanding upon completion of the
Offering). Azzurra shares the power to vote and dispose of the Azzurra Shares.
Ixion is the beneficial owner of 2,885,000 shares of Common Stock (the
"Ixion Shares") based on Ixion's power to direct the vote and the disposition of
the Tamarix Shares and the Centaurus Warrants. Accordingly, Ixion will
beneficially own 45.1% of the Common Stock on a fully diluted basis upon
completion of the Offering (based on the Issuer being deemed to have 6,402,540
shares of Common Stock issued and outstanding upon completion of the Offering).
Ixion shares the power to vote and dispose of the Ixion Shares.
Mr. Hauser is the beneficial owner of 2,885,000 shares of Common Stock (the
"Hauser Shares") by virtue of his power as a Director of Tamarix and Centaurus
to direct the vote and the disposition of the Tamarix Shares and the Centaurus
Warrants. Accordingly, Mr. Hauser will beneficially own 45.1% of the Common
Stock on a fully diluted basis upon completion of the Offering (based on the
Issuer being deemed to have 6,402,540 shares of Common Stock issued and
outstanding upon completion of the Offering). Mr. Hauser shares the power to
vote and dispose of the Hauser Shares.
-16-
<PAGE>
Mr. Arbib is the beneficial owner of 2,885,000 shares of Common Stock (the
"Arbib Shares") by virtue of his power as a Director of Tamarix and Ixion to
direct the vote and the disposition of the Tamarix Shares and the Centaurus
Warrants. Accordingly, Mr. Arbib will beneficially own 45.1% of the Common Stock
on a fully diluted basis upon completion of the Offering (based on the Issuer
having 6,402,540 shares of Common Stock issued and outstanding upon completion
of the Offering). Mr. Arbib shares the power to vote and dispose of the Arbib
Shares.
Mr. Bulgari is the beneficial owner of 2,885,000 shares of Common Stock
(the "Bulgari Shares") by virtue of his power as a Director of Ixion to direct
the vote and the disposition of the Tamarix Shares and the Centaurus Warrants.
Accordingly, Mr. Bulgari will beneficially own 45.1% of the Common Stock on a
fully diluted basis upon completion of the Offering (based on the Issuer being
deemed to have 6,402,540 shares of Common Stock issued and outstanding upon
completion of the Offering). Mr. Bulgari shares the power to vote and dispose of
the Bulgari Shares.
Tamarix, Centaurus, Azzurra, Ixion, Mr. Hauser, Mr. Arbib and Mr. Bulgari
as a Group (the "Group") as such term is defined in 17 CFR ss. 240.13d-5(b)(1)
are the beneficial owners of 2,885,000 shares of Common Stock (the "Group
Shares"). The Group Shares include the Finprogetti Shares and the Centaurus
Warrants. Accordingly, the Group will beneficially own 45.1% of the Common Stock
on a fully diluted basis upon completion of the Offering (based on the Issuer
being deemed to have 6,402,540 shares of Common Stock issued and outstanding
upon completion of the Offering).
(c) Apart from the acquisitions of Common Stock described in this
Statement, none of Tamarix, Centaurus, Azzurra, Ixion, Mr. Hauser, Mr. Arbib and
Mr. Bulgari has effected any transactions in the Common Stock of the Issuer
since March 2, 1997.
(d) Reference is made to Items 4, 5 and 6 of this Statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Pursuant to the Purchase Agreement, Tamarix contracted to purchase
1,635,000 shares of Common Stock from Finprogetti. The purchase price for the
first 900,000 shares was $7.75 per share, for which Tamarix paid in cash on the
Closing Date. Pursuant to the Purchase Agreement, Tamarix also contracted to
purchase from Finprogetti: (i) a one year call option to acquire 100,000 shares
of Common Stock at a price of $7.75 per share pursuant to an escrow agency
arrangement (see Item 7, Exhibit Nos. 1, 2 and 3 hereof); and (ii) a two year
call option to acquire 635,000 shares of Common Stock at a price of $7.50 per
share at any time following the Closing Date. Finprogetti will be granted a one
year put option to sell the 735,000 shares of Common Stock to Tamarix
exercisable beginning May 2, 1998 at a price of $7.50 per share. On the Closing
Date, an irrevocable written proxy to vote the 735,000 shares of Common Stock
subject to the put and call options was issued to Tamarix by Finprogetti.
-17-
<PAGE>
The Inducement Agreement provides that the Issuer will issue to Centaurus
warrants to purchase 1,250,000 shares of Common Stock effective on the Closing
Date and exercisable at any time for three years from the Closing Date, at the
price of the shares of the Common Stock effective in the Offering. The
Inducement Agreement is discussed in greater detail in Item 4 of this Statement.
Item 7. Material to be Filed as Exhibits.
Exhibit No.
1 - Agreement to Purchase Common Stock between Tamarix
and Finprogetti dated March 7, 1997
2 - Amendment to Agreement to Purchase Common Stock
dated May 2, 1997
3 - Escrow Agreement among Tamarix, Finprogetti, Howard E.
Chase and Fabrizio Donati dated May 2, 1997
4 - Assignment and Assumption Agreement between Tamarix
Investors Ltd. and Tamarix Investors LDC dated April 24,
1997
5 - Inducement Agreement between Tamarix and the Issuer
dated April 8, 1997
6 - Amendment to Inducement Agreement dated May 2, 1997
7 - Excerpt of the Articles of Association of Tamarix Investors
LDC relating to Centaurus's authority to vote and dispose
of the Tamarix Shares
8 - Agreement Among Tamarix, Centaurus, Azzurra, Ixion,
Mark Hauser, Emanuel Arbib and Gianni Bulgari Consenting
to Joint Filing of Schedule 13D dated May 8, 1997
-18-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: May 12, 1997
TAMARIX INVESTORS LDC
By:/s/ Mark Hauser
---------------
Chairman
CENTAURUS MANAGEMENT, LDC
By:/s/ Mark Hauser
---------------
Director
AZZURRA, INC.
By:/s/ Mark Hauser
---------------
Chairman
IXION, LDC
By:/s/ Emanuel Arbib
-----------------
Director
MARK HAUSER
By:/s/ Mark Hauser
---------------
EMANUEL ARBIB
By:/s/ Emanuel Arbib
-----------------
GIANNI BULGARI
By:/s/ Gianni Bulgari
------------------
Exhibit 1
---------
AGREEMENT TO PURCHASE COMMON STOCK
----------------------------------
between
Tamarix Investors Ltd., ("Tamarix"),
- ---------------------
and
Finprogetti s.p.a., with its head office on Via Fiena n.8, Milan("Finprogetti").
- -----------------
Whereas
- - Finprogetti owns 1,635,000 shares of common stock of Trident Rowan Group Inc.
("TRG"), a Maryland, USA corporation the common stock of which is traded on the
NASDAQ stock market ("TRG Shares") and
- - Finprogetti wishes to sell 1,000,000 (one million) of its TRG Shares to
Tamarix and Tamarix wishes to purchase such TRG Shares, and
- - Finprogetti wishes to grant to Tamarix call options to purchase from
Finprogetti 635,000 (six hundred thirty-five thousand) of such TRG Shares, and
Tamarix wishes to grant to Finprogetti put options to sell to Tamarix 635,000
(six hundred thirty-five thousand) of such Shares.
Now therefore, the Parties hereto agree, on 7 March 1997, as follows:
1. Finprogetti undertakes to sell to Tamarix and Tamarix undertakes to
purchase from Finprogetti 1,000,000 (one million) TRG Shares owned by
Finprogetti, for the purchase price reflected below, on the Closing Date
defined below, and accomplished as described below.
a. The purchase price for such TRG Shares shall be $7.75 per share, which
Tamarix shall pay to Finprogetti at the Closing by wire transfer of
the aggregate amount, expressed in U.S. dollars, for credit to
Finprogetti's account at a national bank in New York. Finprogetti
shall give Tamarix a receipt for such payment at the Closing.
b. At the Closing Finprogetti shall deliver to Tamarix certificates for
the TRG Shares described in sect. 1a. duly endorsed in blank with
signatures guaranteed in form satisfactory to Tamarix. Finprogetti
shall also deliver to Tamarix at the Closing an irrevocable written
proxy to vote the 635,000 TRG Shares which are the subject of the Put
Options and the Call Options provided in Sections 2 and 3 hereof,
until the
<PAGE>
date in 1999 which is two years after the Closing Date. Tamarix shall
give Finprogetti a receipt for such stock certificates and such proxy
at the Closing.
c. The Closing shall be held on the Closing Date, defined as the earlier
of (i) one business day before the date on which GKN Securities shall
set the offering price for the TRG Shares which are the subject of the
registration statement for a secondary offering of TRG Shares now
being considered by the Securities and Exchange Commission (the
"Pricing Date" and the "Registration Statement"), or (ii) 25 April
1997. If the Closing has not occurred on or before 25 April 1997
because Tamarix shall not have performed its obligations hereunder,
then Finprogetti shall not have any obligations under this Agreement.
d. If the Closing shall occur on or after the date that the Registration
Statement shall be effective (the "Effective Date"), the purchase and
sale of TRG Shares described in this sect. 1 shall be accomplished as
a market transaction, using the services of a broker. If the Closing
shall occur before the Effective Date, the Parties shall exchange the
stock certificates and the payment for the purchase price between them
directly, in a private transaction. The Parties have negotiated the
sales price, which reflects the fair market value for the TRG Shares
taking into account the large block of shares being sold, the "lockup"
requirements, and other factors.
2. Tamarix grants to Finprogetti options to sell to Tamarix 635,000 (six
hundred thirty-five thousand) TRG Shares, in whole or in part, owned by
Finprogetti, for the purchase price defined below, on the terms described
below, and accomplished as described below (the "Put Options").
a. The exercise price for such Put Options shall be $7.50 per share.
b. The Put Options shall be exercisable in whole or in part by
Finprogetti beginning on the date in 1998 which is one year after the
Closing Date, and ending on the date in 1999 which is two years after
the Closing Date.
c. Finprogetti shall exercise a Put Option by giving a written notice to
Tamarix stating the number of TRG Shares to be sold to Tamarix under
the Put Option.
d. On the 30th business day after the date of the written notice by
Finprogetti, at the place for giving notices to Tamarix provided in
Sect. 14 hereof, Finprogetti shall tender to Tamarix certificates for
the number of TRG Shares stated in the notice of exercise, duly
endorsed in blank with signatures guaranteed in form satisfactory to
Tamarix, and Tamarix shall tender to Finprogetti by wire transfer the
payment of the aggregate amount of the purchase price, expressed in
U.S. dollars, for credit to Finprogetti's account at a national bank
in New York. Tamarix shall give Finprogetti a receipt for such stock
certificates.
2
<PAGE>
3. Finprogetti grants to Tamarix options to purchase from Finprogetti 635,000
(six hundred thirty-five thousand) TRG Shares, in whole or in part, owned
by Finprogetti, for the purchase price defined below, on the terms
described below, and accomplished as described below (the "Call Options").
a. The exercise price for such Call Options shall be $7.50 per share.
b. The Call Options shall be exercisable in whole or in part by Tamarix
beginning on the Closing Date and ending on the date in 1999 which is
two years after the Closing Date.
c. Tamarix shall exercise a Call Option by giving a written notice to
Finprogetti stating the number of TRG Shares to be purchased by
Tamarix under the Call Option.
d. On the 30th business day after the date of the written notice by
Tamarix, at the place for giving notices to Tamarix provided in Sect.
14 hereof, Finprogetti shall tender to Tamarix certificates for the
number of TRG Shares stated in the notice of exercise, duly endorsed
in blank with signatures guaranteed in form satisfactory to Tamarix,
and Tamarix shall tender to Finprogetti by wire transfer the payment
of the aggregate amount of the purchase price, expressed in U.S.
dollars, for credit to Finprogetti's account at a national bank in New
York. Tamarix shall give Finprogetti a receipt for such stock
certificates.
4. Finprogetti represents and warrants that
a. as of the Closing Date, it shall own the 1,000,000 TRG Shares which
are the subject of Sect. 1 of this Agreement free and clear of any
liens, claims, or encumbrances;
b. as of 30 business days after the Closing Date, and until the date in
1999 which is two years after the Closing Date, it shall own the
635,000 TRG Shares which are the subject of Sects. 2 and 3 of this
Agreement, free and clear of any liens, claims, or encumbrances,
because on or before that 30th business day it shall take all
necessary steps to discharge the liens, claims or encumbrances on such
TRG Shares which now exist;
c. such TRG Shares will be, upon their sale to Tamarix pursuant to Sects.
1, 2 or 3 hereunder, validly and irrevocably sold;
d. such sales do not, and on the dates of sales to Tamarix will not,
violate any law, regulation or existing agreement to which Finprogetti
or TRG is a party, or affect the legal status of TRG;
3
<PAGE>
e. it has the legal ability to enter into this agreement; and
f. all necessary actions have been taken to authorize Finprogetti to
enter into this Agreement.
These representations, warranties and covenants shall survive the Closing
and the dates of sales by Finprogetti to Tamarix under the Put Options and
the Call Options.
5. In the event Finprogetti fails for any reason to deliver the certificates
for the TRG Shares in accordance with the provisions of Sect. 1 hereof, or
breaches any other provision herein agreed, Finprogetti shall transfer to
Tamarix 25,000 (twenty-five thousand) TRG Shares as security for payment of
actual damages suffered by Tamarix, which shall be reduced to 10,000 (ten
thousand) TRG Shares in case the Closing Date shall be later than 10 April
1997 (the "Damages Shares"). Receipt of Damages Shares shall not preclude
Tamarix from instituting legal proceedings to obtain compensation for the
damages suffered.
6. Finprogetti covenants that, from the date that it signs this Purchase
Agreement until the date in 1999 which is two years after the Closing Date,
it shall not sell to any third party the TRG Shares which are the subject
of this Agreement, or permit any liens, claims or encumbrances on such TRG
Shares, except in accordance with the applicable provisions of this
Agreement.
7. On or before the Closing Date, Finprogetti shall deliver to the Secretary
of TRG the letters of resignation from the TRG Board of the Directors, in
the form attached, of the following directors:
Dott. Carlo Garavaglia
Dott. Albino Collini
Dott. Giovanni Avallone
Ing. Francesco Pugno Vanoni
Dott.ssa Maria Luisa Ruzzon
Until the Closing Date, Finprogetti shall use its best efforts to take all
steps requested by Tamarix in order to insure that Directors nominated by
Tamarix shall be elected as Directors to TRG's Board. Until the earlier of
(a) the date in 1999 which is two years after the Closing Date, or (b) the
date when Tamarix shall have purchased from Finprogetti all of the 635,000
TRG Shares under the Put Options or the Call Options, Tamarix shall use its
best efforts to take all steps requested by Finprogetti in order to insure
that one Director nominated by Finprogetti shall be elected as a Director
to TRG's Board.
8. Finprogetti shall take the following actions concerning the following
agreements to which Finprogetti is a party:
4
<PAGE>
a. As to a one-page voting agreement dated July 1995, Finprogetti shall
sign the attached letter agreeing to cancel the agreement. Finprogetti
understands that TRG will undertake to secure the agreement of Dott.
Mario Tozzi-Condivi, Dott. Albino Collini and Mr. Howard E. Chase to
cancel that agreement.
b. As to the 17 July 1995 acquisition agreement between TRG and
Finprogetti, that agreement shall generally remain in effect.
Finprogetti understands that TRG has agreed to provide or secure the
consents necessary under that agreement to permit Finprogetti to sell
its TRG Shares to Tamarix and grant its proxy to Tamarix under this
agreement, will waive any prohibitions in that agreement against
Finprogetti's sale of the TRG Shares to Tamarix, and will terminate
the escrow for damages under that agreement. Furthermore, the TRG
Shares held in escrow under that agreement shall be released so that
they may form part of the TRG Shares sold to Tamarix. This Sect. 8.b
imposes no obligations upon Finprogetti to amend that acquisition
agreement or to take the actions which TRG has agreed to take.
c. As to the Portesi Agreement between Finprogetti and TRG entered in
1996, this agreement shall continue in full force and effect.
There is also an employment agreement between TRG and Dott. Avallone, and
an employment agreement between TRG and Ing. Pugno Vanoni; the parties to
those agreements shall be solely responsible for terminating them, and
Finprogetti shall have no responsibility therefor. Finprogetti warrants and
represents that it is not aware of any other agreements between TRG and
Finprogetti besides those listed above.
9. In further consideration of the foregoing agreements, Finprogetti
generally releases Tamarix and TRG and covenants not to sue them for
any claims or losses which it may have of any nature whatsoever
arising in law or at equity, under U.S. or foreign law. THIS RELEASE
AND COVENANT DOES NOT EXTEND TO ANY CLAIM OR LOSS WHICH MAY ARISE IN
CONNECTION WITH TAMARIX' OR TRG'S OBLIGATIONS UNDER THIS AGREEMENT, OR
TO ANY EVENT WHICH MAY OCCUR AFTER THE CLOSING.
10. Finprogetti shall enter into a "lockup" agreement(s) in the form
requested by the underwriter in connection with the secondary offering
of TRG Shares, the registration statement for which is currently being
considered by the Securities and Exchange Commission. In no event
shall Finprogetti be required to agree to a lockup agreement or to a
lockup period which is different from the lockup agreement or lockup
term to which Tamarix shall agree, which Tamarix anticipates will be
no more than 18 months.
11. This agreement is being made in New York State. As such, it will be
governed by the laws of New York State, excluding its principles of
conflicts of laws.
5
<PAGE>
12. Any dispute which may arise in relation to this agreement or any
document delivered in connection therewith, or interpretation of them,
shall be remitted to the exclusive jurisdiction of the courts of the
United States or New York State, sitting in the City and County of New
York.
13. The Closing shall be held at the offices of Carter, Ledyard & Milburn,
2 Wall Street, New York, New York at 11:00 a.m. on the Closing Date,
or at such other place that the Parties may agree.
14. Each of the Parties acknowledges that the subject matter of this
agreement is highly confidential, and specifically acknowledges that
the proprietary information about the other Party which it has
received is valuable and that unauthorized disclosure of it or the
terms of this transaction could result in substantial economic harm to
the other Party. Each of the Parties therefore agrees that it shall
keep strictly confidential and shall not disclose the terms of this
agreement and any proprietary information about the other Party
disclosed in the course of these negotiations, to any person who is
not an employee, counsel, or potential investor. Each Party further
agrees that, prior to disclosing any of this information to such
persons, such Party shall advise them of the confidential and
proprietary nature thereof and shall secure their agreement not to
disclose such information to any third Party.
15. All notices about any matter which is the subject of this agreement or
any other document mentioned in this agreement shall be given in
writing by telecopier, with receipt affirmatively acknowledged by the
other Party, or by international recognized courier requiring a signed
receipt, to the following addresses:
Finprogetti: c/o Avv. Pasquale Frisina
Viale Bruno Buozzi, 99
00197 Roma Italia
Voice telephone: 011-39-63-265-0265
Fax 011-39-63-217-536
Tamarix: c/o H. Thomas Davis, Jr., Esq.
Carter, Ledyard & Milburn
2 Wall Street
New York, New York USA 10005
Voice telephone: 212-238-8850
Fax: 212-732-3232
16. This agreement and the documents referred to in it present the entire
agreement between the Parties. No amendment, waiver or modification
may be made to this agreement except by
6
<PAGE>
a writing signed by the Parties.
Finprogetti S.p.A.
By /s/Dott. Caronia
----------------
Dott. Caronia
Tamarix Investors Ltd.
By /s/Mr. Hauser
-------------
Mr. Hauser
7
Exhibit 2
---------
AMENDMENT TO AGREEMENT TO PURCHASE COMMON STOCK
Tamarix Investors LDC, a successor in interest to Tamarix Investors Ltd.,
and Finprogetti S.p.A. hereby agree to amend the Agreement to Purchase Common
Stock made between Finprogetti and Tamarix Investors Ltd. on 7 March 1997, as
follows:
1. Sect. 1 of the Agreement is hereby amended as follows:
a. The number of TRG Shares which shall be sold on the Closing Date
shall be changed from 1,000,000 (one million) to not less than 900,000
(nine hundred thousand) TRG Shares. The number of TRG Shares which are not
sold on the Closing Date which is the difference between 1,000,000 and the
number of TRG Shares actually sold on the Closing Date (which is not less
than 900,000 TRG Shares) shall be defined as the "Unpurchased Shares."
b. Finprogetti shall deliver to Tamarix at the Closing an irrevocable
written proxy to vote all the TRG Shares which are the subject of the Put
Options and the Call Options provided in Sections 2 and 3, which number of
TRG Shares is being increased hereby to include the Unpurchased Shares.
c. Finprogetti shall place in escrow with Mr. Howard E. Chase and Mr.
Fabrizio Donati, acting jointly (the "Escrow Agent"), a stock certificate
for the Unpurchased Shares, endorsed in blank with signatures guaranteed.
Tamarix shall place in escrow with the Escrow Agent a stock certificate,
endorsed in blank with signatures guaranteed, for a number of TRG Shares
equal to the number of Unpurchased Shares. During the period of the escrow
agency arrangement provided by this Agreement, the Escrow Agent shall hold
these stock certificates for safekeeping at the offices of TRG in the U.S.
For a period of 60 days after the Closing Date, Tamarix shall have the
power to purchase all or part of the Unpurchased Shares by wire transfer of
$7.75 per share for the number of Unpurchased Shares which it may elect to
purchase, expressed in U.S. dollars, for credit to Finprogetti's account at
a national bank in New York; upon receipt of this payment, the Escrow Agent
shall release to Tamarix a certificate for the TRG Shares purchased by
Tamarix, and a certificate for an equal number of TRG Shares placed in
escrow by Tamarix.
d. If Tamarix shall not have exercised this power to purchase all of
the Unpurchased Shares placed in escrow by Finprogetti during the above
time period, the escrow shall remain in effect for 10 additional months.
During this additional period, Tamarix shall have the power to purchase all
or part of the Unpurchased Shares which it may elect to purchase, expressed
in U.S. dollars, PLUS (ii) interest on the amount of such purchase price
computed at 6% per annum, compounded quarterly, running from the 61st day
after the Closing Date until the date of such purchase, for credit to
Finprogetti's account at a national bank in New
<PAGE>
York; upon receipt of this payment, the Escrow Agent shall release to
Tamarix a certificate for the TRG Shares purchased by Tamarix, and a
certificate for an equal number of TRG Shares placed in escrow by Tamarix.
e. If Tamarix shall not have exercised its power during the above two
time periods to purchase some or all of the TRG Shares placed in escrow by
Finprogetti, so that some number of TRG Shares remain in escrow at the end
of those two periods, the Escrow Agent shall release to Finprogetti all of
the TRG Shares remaining in escrow that were placed in escrow by Tamarix
and Finprogetti.
2. Sect. 2 of the Agreement is hereby amended as follows:
a. The number of TRG Shares which are the subject of the Put Option
shall be increased by the number of Unpurchased Shares which Tamarix shall
not have purchased pursuant to its power as provided in Sects. 1.c and 1.d
hereof (the "Remaining Unpurchased Shares").
b. The exercise price for the Put Option for the Remaining Unpurchased
Shares shall be $7.75.
c. When Tamarix shall have made payment for any of the Remaining
Unpurchased Shares, together with interest on the amount paid at a rate of
6% per annum, compounded quarterly, commencing on the 61st day following
the Closing Date to the date so paid (the "Interest Charge"), in addition
to delivering to Tamarix the stock certificate for such TRG Shares as
required by the Agreement, Finprogetti shall deliver to Tamarix stock
certificates for an equal number of TRG Shares which Tamarix originally
delivered to the Escrow Agent pursuant to Sect. 1.c hereof.
3. Sect. 3 of the Agreement is amended as follows:
a. The number of TRG Shares which are the subject of the Call Option,
shall be increased by the number of the Remaining Unpurchased Shares. If
Tamarix shall exercise its rights under the Call Option, it shall exercise
its rights to purchase the Remaining Unpurchased Shares first, before
exercising its rights to purchase any other TRG Shares.
b. The exercise price for the Call Option for the Remaining
Unpurchased Shares shall be $7.75.
c. When Tamarix shall have made payment for any of the Remaining
Unpurchased Shares, together with the Interest Charge, in addition to
delivering to Tamarix the stock certificate for such TRG Shares as required
by the Agreement, Finprogetti shall deliver to
-2-
<PAGE>
Tamarix stock certificates for an equal number of TRG Shares which Tamarix
originally delivered to the Escrow Agent pursuant to Sect. 1.c hereof.
4. If Tamarix shall not have purchased the Remaining Unpurchased Shares
pursuant to the Put Option or the Call Option on or before the date in 1999
which is two years after the Closing Date, then, in addition to any other
consequences that may apply under the Agreement, Finprogetti shall become the
record owner of the TRG Shares which Tamarix originally delivered to the Escrow
Agent pursuant to Sect. 1.c hereof, and shall have the power to request TRG to
transfer record ownership of such TRG Shares into the name of Finprogetti.
5. Sect. 4.a of the Agreement is hereby amended to change the reference to
the number of TRG Shares sold in Sect. 1.a from 1,000,000 (one million) to
900,000 (nine hundred thousand).
6. Sects. 4.b and 7 shall be amended to change the number of TRG Shares
which Finprogetti shall own after the Closing Date from 635,000 (six hundred
thirty-five thousand) to 735,000 (seven hundred thirty-five thousand).
7. All other terms and conditions of the Agreement, including all
amendments made from time to time, shall remain unchanged.
Finprogetti S.p.A.
By:/s/ Giovanni Caronia
--------------------
Chairman
Tamarix Investors LDC
By:/s/ Mark Hauser
---------------
2 May 1997 Chairman
-3-
Exhibit 3
---------
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, made on 2 May 1997, by and between Tamarix Investors
LDC ("Investors"), Finprogetti S.p.A. ("Finprogetti"), Mr. Howard E. Chase
("Chase"), and Mr. Fabrizio Donati ("Donati").
WHEREAS, Finprogetti and Investors have this day entered into an Amendment
to Agreement to Purchase Common Stock, a copy of which is attached hereto as
Exhibit A, pursuant to which Investors and Finprogetti will each place in escrow
stock certificates for 100,000 shares of Common Stock of Trident Rowan Group,
Inc. (the "Escrow Shares"); and
WHEREAS, Finprogetti and Investors desire that Messrs. Chase and Donati
jointly act as escrow agents pursuant to that Agreement, and Messrs. Chase and
Donati are willing jointly to act as such escrow agents (the "Escrow Agents"),
NOW THEREFORE, for one dollar and other good and valuable consideration,
the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. The Escrow Agents agree to receive, hold, and distribute the Escrow
Shares, solely in accordance with the terms and subject to the conditions of the
Agreement.
2. The Escrow Agents shall perform their duties hereunder without
compensation.
3. Investors and Finprogetti agree that the Escrow Agents shall have no
liability for acting as escrow agents hereunder, except for any acts of gross
negligence or wilful misconduct.
IN WITNESS WHEREOF, the Parties have set their hands and seals as of the
first day written above.
Tamarix Investors LDC
By:/s/ Mark Hauser
---------------
Finprogetti S.p.A.
By:/s/ Giovanni Caronia
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<PAGE>
/s/ Howard E. Chase
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Howard E. Chase
/s/ Fabrizio Donati
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Fabrizio Donati
-2-
Exhibit 4
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ASSIGNMENT AND ASSUMPTION AGREEMENT
-----------------------------------
Tamarix Investors Ltd. hereby assigns to Tamarix Investors LDC, a Cayman
Islands limited duration company, responsibility to perform all the obligations
of Tamarix Investors Ltd. under the Agreement to Purchase Common Stock made
between Tamarix Investors Ltd. and Finprogetti S.p.A. on 7 March 1997, and
Tamarix Investors LDC hereby assumes all the obligations of Tamarix Investors
Ltd. thereunder. Tamarix Investors LDC shall stand in the place and stead of
Tamarix Investors Ltd. with respect to that Agreement, so that each place that
the name Tamarix Investors Ltd. shall appear in the Agreement, the name Tamarix
Investors LDC shall be substituted. All other terms and conditions of that
Agreement shall remain unchanged.
Finprogetti S.p.A. hereby agrees to the Assignment to Tamarix Investors LDC
as aforesaid.
Finprogetti S.p.A.
By:/s/Giovanni Caronia
-------------------
Chairman
Tamarix Investors LDC
By:/s/Mark Hauser
--------------
Chairman
Tamarix Investors Ltd.
By:/s/Mark Hauser
--------------
Chairman
24 April 1997
Exhibit 5
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INDUCEMENT AGREEMENT
This Inducement Agreement dated April 1997 between Tamarix Investors Ltd.
("Tamarix") and Trident Rowan Group, Inc., a Maryland corporation ("TRG") (the
"Agreement").
WHEREAS, the Parties acknowledge the execution of the 7 March 1997
agreement between Tamarix and Finprogetti S.p.A. ("Finprogetti") to purchase
certain shares of common stock of TRG (the "Finprogetti Purchase Agreement" for
the "TRG Shares"); and
WHEREAS, the Parties acknowledge that Tamarix is also negotiating an
agreement with certain individuals to purchase certain TRG Shares which they own
(the "Individual Shareholders Purchase Agreement"); and
WHEREAS, TRG believes that the active participation of Tamarix will be
instrumental in the growth of its business and that Tamarix will also make
substantial contributions in identifying opportunities in the same or allied
businesses, and
WHEREAS, TRG fully supports the terms of the Finprogetti Purchase Agreement
and the Individual Shareholders Purchase Agreement, and is entering into this
Agreement as a further inducement for Tamarix to enter into and perform under
the Finprogetti Purchase Agreement and the Individual Shareholders Purchase
Agreement and in consideration for Tamarix entering into the Finprogetti
Purchase Agreement, and
WHEREAS, in connection with its pending secondary offering TRG wishes to
induce Tamarix to enter a lock-up agreement required by its underwriters, by
issuing certain warrants to purchase its common stock.
NOW THEREFORE, the Parties hereto, upon the terms and conditions set forth
herein hereby agree as follows:
1. TRG, acting through its Board of Directors, shall take every action
possible to facilitate the closing of the Purchase Agreement and the performance
thereunder. In particular, the TRG Board shall, at a time and in a manner which
Tamarix and TRG shall agree on or before 10 April 1997,
a. amend the TRG By-Laws, effective on the Closing Date for the
Purchase Agreement,
(i) to limit the size of the TRG Board of Directors to no more than
eleven (11) Directors so long as Finprogetti shall not have sold to
Tamarix all of its 1,635,000 TRG Shares pursuant to the Purchase
Agreement, and to limit the size of the TRG Board of Directors to no
more than ten (10)
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Directors immediately after Finprogetti shall have sold to Tamarix all
of such TRG Shares pursuant to the Purchase Agreement;
(ii) to provide that all Directors, including those Directors now
serving on the Board who shall be elected to serve on the Board as
re-constituted, shall serve for staggered, three-year terms;
(iii) to give Tamarix, so long as it shall own one million or more TRG
Shares, the power to nominate a Director who shall be the Chairman of
the Board and who shall serve in the 1998 class year, a Director who
shall serve in the 1999 class year, and a director who shall serve in
the 2000 class year; to give Tamarix, so long as it shall own at least
500,000 but not more than 999,999 TRG Shares, the power to nominate a
Director who shall be the Chairman of the Board and who shall serve in
the 1998 class year, and a Director who shall serve in the 1999 class
year; and to give Tamarix, so long as it shall own at least 300,000
but not more than 499,999 TRG Shares, the power to nominate a Director
who shall serve in the 1998 Class Year;
(iv) to provide for no fewer than three independent Directors, who
shall be persons of good character who are experienced in business
matters and who are reasonably acceptable to Tamarix;
(v) to provide for a five-member Executive Committee of the Board of
Directors, which shall include the Chairman of the Board of Directors
or a Director whom he designates, the Chief Executive Officer, one
Director nominated by Tamarix, one independent Director, and one
Director who lives and is employed in Italy, and which shall have the
power to take the following actions among others: to direct the
day-to-day business activities of the Company which are within budget
and operating guidelines prescribed by the Board of Directors and
which are not matters which require action by the shareholders of the
Company;
(vi) to provide that all actions requiring the vote of the Board of
Directors shall be taken by the vote of a majority of the Directors
(for example, by the affirmative vote of six Directors so long as
there shall be eleven Directors), and
(vii) to provide that the By-Laws of TRG as amended shall not be
further amended, in whole or in part, without the written consent of
Tamarix so long as Tamarix shall own at least 7.5% of the issued and
outstanding shares of common stock of TRG.
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b. elect the following persons as Directors for the following class
years, to fill vacancies on the TRG Board:
First Year Directors - term expires at the 1998 shareholders
--------------------- ----------------------------------------
meeting
-------
Mr. William Spier - Chairman of the Board (nominated by Tamarix)
Dott. Mario Tozzi-Condivi
Ms. Deborah Schondorf-Novick (an independent Director)
Second Year Directors - term expires at the 1999 shareholders
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meeting
-------
Mr. Arno Morenz (an independent Director)
A Director nominated by Finprogetti, whose
term shall end at such time as Finprogetti
shall sell the remainder of its TRG Shares
to Tamarix under the Purchase Agreement
Mr. Mark Hauser (nominated by Tamarix)
Dott. Albino Collini
Third Year Directors - term expires at the 2000 shareholders
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meeting
-------
Mr. Howard Chase - Chief Executive Officer
Mr. Emanuel Arbib (nominated by Tamarix)
Mr. Nicola Caiola (an independent Director)
Mr. Louis Perlman (an independent Director)
In exercising its right under Section 1.a(iv) of this Agreement,
Tamarix agrees that all of the above persons are of good
character and are experienced in business matters, and agrees
that Ms. Schondorf-Novick, Mr. Morenz, Mr. Caiola and Mr. Perlman
are independent Directors who are acceptable to serve on the
Board.
c. resolve that it shall not recommend to the shareholders of TRG,
and shall oppose, any amendments to the certificate of
incorporation of TRG without the written consent of Tamarix, so
long as Tamarix shall own at least 7.5% of the issued and
outstanding shares of common stock of TRG;
d. call a meeting of the Shareholders to be held no later than 15
July 1997 and to recommend to the Shareholders that the
certificate of incorporation be amended to implement and ratify
the above actions, to ratify and
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confirm the election of the above persons to the above positions
and to take such other actions as Tamarix and TRG shall agree.
2. On or before the Closing Date TRG shall take those actions described in
the Purchase Agreement as its responsibility, including the following:
a. it shall undertake to secure the agreement of Mr. Howard E.
Chase, Dott. Mario Tozzi-Condivi, and Dott. Albino Collini to
cancel a one page voting agreement dated July 1995 which they
have entered with Finprogetti;
b. it shall provide or secure the consents necessary under the 17
July 1995 acquisition agreement with Finprogetti to permit
Finprogetti to sell its TRG Shares to Tamarix and to grant its
proxy to Tamarix under the Purchase Agreement;
c. it shall waive any prohibitions in the acquisition agreement
against Finprogetti's sale of the TRG Shares to Tamarix; it shall
terminate the escrow for damages under that agreement, and it
shall release the TRG Shares held in escrow under that agreement
so that they may be part of the TRG Shares sold to Tamarix;
d. it shall agree with Ing. Francesco Pugno Vannoni to cancel his
employment contract with TRG; and
e. it shall agree with Tamarix Capital Corporation to cancel its
confidentiality agreement with Tamarix Capital Corporation
entered in 1996. Since Tamarix principals will serve on the Board
of Directors of TRG and will be privy to the confidential
information of TRG, securities law restrictions will require them
to keep confidential the information which they will receive as
TRG insiders, so the confidentiality agreement between TRG and
Tamarix Capital Corporation will no longer be appropriate.
3. TRG agrees that from the date of its Agreement it shall not incur any
additional debts except in the ordinary course of its business, or issue
warrants, shares or convertible securities beyond those warrants, shares and
securities which are outstanding on the date hereof or which are the subject of
the SEC registration statement which is now pending, or which TRG has advised
Tamarix that it intends to incur or to issue, prior to the Closing of the
purchase of TRG Shares as provided in the Finprogetti Purchase Agreement.
4. TRG shall insure that all shares of TRG common stock which are the
subject of the Finprogetti Purchase Agreement and the Individual Shareholders
Purchase Agreement, as well as all shares of TRG common stock which Tamarix
would purchase by exercise of the warrants referred to in Section 5 below, shall
be registered as part of the pending secondary equity offering
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of TRG common stock, but in no event later than three months from the Closing of
the Purchase Agreement.
5. TRG further agrees that upon execution of this Agreement and the
Purchase Agreement, as an inducement for Tamarix to enter into a lockup
agreement required by its underwriters in the pending secondary offering, TRG
shall issue to the Manager of Tamarix warrants to purchase 1,250,000 shares of
common stock of TRG, in form satisfactory to the Manager, effective on the
Closing Date for the Purchase Agreement and exercisable at any time for three
years from the Closing Date for the Purchase Agreement, at the price of the
shares of TRG common stock effective in the pending secondary equity offering.
The transfer of such warrants by the Manager of Tamarix shall be limited to: the
Members of the Manager; the shareholder(s) of any Members of the Manager;
Tamarix; the Members of Tamarix, and such other transferees the transfer to whom
shall be consented to by TRG, such consent being not unreasonably withheld. All
such transfers shall be in accordance with the terms hereof and with all
applicable securities laws. In the event that the registration statement for the
pending secondary offering has not become effective by 30 May 1997, the exercise
price for the warrants shall be the average closing sales price of a share of
TRG common stock as reported by NASD Consolidated Transactions for the 21
business days immediately following 30 May 1997.
6. Should TRG fail to perform any of its obligations provided in Sections 1
- - 5 hereunder, TRG agrees to compensate Tamarix for its efforts by paying
Tamarix a fee of U.S. $200,000 and by reimbursing Tamarix for all the expenses
it has incurred to date including reasonable attorney's fees.
7. As and when a chief financial officer for Moto Guzzi Corp. is appointed
prior to the occurrence of the initial public offering of equity securities of
Moto Guzzi Corp., such appointment shall require the consent of Tamarix, which
consent shall not be unreasonably withheld.
8. In the event that a majority of the Board of Directors of Moto Guzzi
Corp. shall be elected by the holders of the convertible preferred shares
currently outstanding, one of the remaining Directors of Moto Guzzi Corp. shall
be a person who was nominated as a Director of TRG by Tamarix.
9. TRG represents that
a. it has disclosed to Tamarix all material facts about its business
operations and financial condition.
b. its Board of Directors has considered the terms of this Agreement,
considers the Agreement to be in the best interests of TRG and its
shareholders, and has approved it, and that no other approvals are
required.
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c. it has full legal right, power and authority to execute and deliver
this Agreement and to perform its obligations hereunder,
d. this Agreement has been duly and validly executed and delivered by
TRG,
e. this Agreement will not, with notice or lapse of time or both,
conflict with, violate, or result in a breach of the terms, conditions
or provisions of, or constitute a default under or result in the
creation or imposition of any lien or encumbrance upon the assets or
properties of TRG under, any obligation, agreement, securities law
rule or regulation, order, decree or judgment of any court or public
authority, applicable to TRG or any contracts to which TRG is a party
or by which its assets or properties may be bound or affected,
f. constitutes the legal, valid and binding obligation of TRG
enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, moratorium and other laws affecting creditors'
rights generally and to equitable principles whether considered in an
action at law or in equity.
10. This Agreement shall be governed by the internal laws of the State of
New York without regard to provisions relating to conflicts of laws.
11. Any dispute which may arise in relation to this agreement or any
document delivered in connection therewith, or interpretation of them, shall be
remitted to the exclusive jurisdiction of the courts of the United States or New
York State, sitting in the City and County of New York.
12. A condition to the effectiveness of this agreement is that the Closing
of the Finprogetti Purchase Agreement shall take place on or before 25 April
1997.
13. This agreement and the documents referred to in it represent the entire
agreement between the Parties. No amendment, waiver or modification may be made
to this agreement
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except by a writing signed by the Parties.
WHEREFORE, the undersigned have executed and delivered this Agreement on
the date first above written.
TAMARIX INVESTORS LTD.
By:/s/Mark Hauser
--------------
TRIDENT ROWAN GROUP, INC.
By:/s/Howard E. Chase
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7
Exhibit 6
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AMENDMENT TO INDUCEMENT AGREEMENT
THIS AMENDMENT TO INDUCEMENT AGREEMENT, made on 2 May 1997 by and between
Tamarix Investors LDC ("Investors") and Trident Rowan Group, Inc. ("TRG"), to
amend the Inducement Agreement dated 8 April 1997 between Tamarix Investors Ltd.
and TRG (the "Inducement Agreement").
WITNESSETH:
WHEREAS, the Parties desire that Investors succeed to the rights and
obligations of Tamarix Investors Ltd. pursuant to the Inducement Agreement,
since the formation of Tamarix Investors Ltd. was not completed; and
WHEREAS, Investors and TRG desire to extend the Closing Date of the
Inducement Agreement; and
WHEREAS, Investors and TRG desire to amend the Inducement Agreement in
other respects.
NOW THEREFORE, in consideration for one dollar and the covenants contained
herein, the Parties, desiring to be legally bound, agree hereby as follows:
1. The Parties agree that Investors has succeeded to all the right, title,
interest, and obligations of Tamarix Investors Ltd. pursuant to the Inducement
Agreement. Every place at which the name "Tamarix Investors Ltd." shall appear
in the Inducement Agreement shall be deleted and "Tamarix Investors LDC" shall
be substituted therefor.
2. Section 12 of the Inducement Agreement shall be amended by deferring the
Closing Date for the Inducement Agreement to 2 May 1997.
3. The Directors elected to the TRG Board of Directors by action of the TRG
Board on 2 May 1997 shall be covered by the Company's directors' and officers'
liability insurance, for such amounts of policy coverage and for such risks as
apply to TRG's other directors, commencing from 2 May when they are elected to
the Board, including coverage related to the offering of TRG common stock which
is presently being considered by the Securities and Exchange Commission. As soon
as practicable, TRG shall provide such directors with oral confirmation from
TRG's insurance broker and an insurance certificate or such other written
evidence of this insurance coverage as may be reasonably satisfactory to them.
4. If Mr. Louis Perlman shall resign from the Board of Directors of TRG or
be unable to serve as a director, his successor on the Board will be a person of
good character who is experienced
<PAGE>
in business matters and who is reasonably acceptable to Investors, as required
by the Inducement Agreement and the By-Laws, and Investors and TRG shall agree
upon a suitable replacement.
5. If TRG shall grant any person warrants to acquire TRG Common Stock in a
public or private financing currently being contemplated, at the option of
Investors TRG shall amend the terms of the warrant granted to Investors pursuant
to Section 5 of the Inducement Agreement to incorporate any terms of such
warrants other than the number of shares of TRG Common Stock which may be
purchased pursuant to such warrants, the time when such warrants may be
exercised, and the exercise price for such warrants.
6. All references in section 1 of the Inducement Agreement to Tamarix
owning shares shall be amended to refer to Tamarix owning or having the power to
vote such shares.
7. All other terms and conditions of such Inducement Agreement shall remain
unchanged.
Tamarix Investors LDC
By:/s/ Mark Hauser
---------------
Chairman
Trident Rowan Group, Inc.
By:/s/ Howard E. Chase
-------------------
President
-2-
Exhibit 7
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Excerpt of the Articles Association of Tamarix Investors LDC relating to
Centaurus's authority to vote and dispose of the Tamarix Shares:
MANAGEMENT
46. There shall not be a board of directors and, except as otherwise provided in
these Articles or in nonwaivable provisions of applicable law, (i) the powers of
[Tamarix] shall be exercised exclusively by or under the exclusive authority of,
and the business and affairs of [Tamarix] shall be managed under the exclusive
direction and control of, [Centaurus], and (ii) [Centaurus] may make all
decisions and take all actions at the expense of, for and on behalf of, and in
the name of [Tamarix] including, without limitation, the following:
(a) entering into, making and performing contracts, agreements and other
undertakings binding [Tamarix] (including agreements to buy, manage, sell,
lease, mortgage, pledge or otherwise acquire or dispose of all or any portion of
the securities of [the Issuer] which [Tamarix] was formed to acquire or any
other [Tamarix] property, to borrow and to pledge all or a portion of [the
Issuer's] securities or other [Tamarix] property to secure payment of such
borrowing, and to margin such [Issuer] securities or other [Tamarix] property)
that may be necessary, appropriate, or advisable in furtherance of the purposes
of [Tamarix] and making all decisions and waivers thereunder;
(b) taking whatever actions it may deem necessary, appropriate or advisable
with respect to the shares of common stock of [the Issuer] which [Tamarix] will
acquire, including determining to purchase additional [Issuer] shares, to sell
[Issuer] shares, to exercise [Issuer] stock warrants, to vote as a[n] [Issuer]
shareholder and to nominate Directors of [the Issuer][.]
Exhibit 8
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AGREEMENT CONSENTING TO JOINT FILING OF SCHEDULE 13D
THIS AGREEMENT, made on 8 May 1997, among Tamarix Investors LDC
("Tamarix"), Centaurus Management, LDC ("Centaurus"), Azzurra, Inc. ("Azzurra"),
Ixion, LDC ("Ixion"), Mr. Mark Hauser, Mr. Emanuel Arbib and Mr. Gianni
Bulgari (collectively, the "Parties").
WHEREAS, each of the Parties are beneficial owners of greater than 5% of
the Common Stock of Trident Rowan Group, Inc. (the "Issuer"), an exchange listed
company;
WHEREAS, under the Securities Exchange Act of 1934, as amended, and the
Rules and Regulations promulgated thereunder, each of the Parties are required
to file a Schedule 13D with the Securities and Exchange Commission, the Issuer
and the Nasdaq National Market; and
WHEREAS, the Parties desire that a joint statement on Schedule 13D be filed
on behalf of each of them;
NOW THEREFORE, for one dollar and other good and valuable consideration,
the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Each of Tamarix, Centaurus, Azzurra, Ixion, Mr. Mark Hauser, Mr. Emanuel
Arbib and Mr. Gianni Bulgari consent to the filing of a joint statement on
Schedule 13D on behalf of each of them.
IN WITNESS WHEREOF, the Parties have set their hands and seals as of the
first day written above.
Tamarix Investors LDC
By:/s/ Mark Hauser
----------------
Mark Hauser
Chairman
Centaurus Management, LDC
By:/s/ Mark Hauser
----------------
Mark Hauser
Director
Azzurra, Inc.
By:/s/Mark Hauser
--------------
Mark Hauser
Chairman
<PAGE>
Ixion
By:/s/ Emanuel Arbib
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Emanuel Arbib
Director
Mr. Mark Hauser
By:/s/ Mark Hauser
---------------
Mark Hauser
Mr. Emanuel Arbib
By:/s/ Emanuel Arbib
-----------------
Emanuel Arbib
Mr. Gianni Bulgari
By:/s/Gianni Bulgari
------------------
Gianni Bulgari
