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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 0-2642
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(Check one): /X/ Form 10-K and Form 10-KSB / / Form 11-K
/ / Form 20-F / / Form 10-Q and Form 10-QSB / / Form N-SAR
For Period Ended: December 31, 1997
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/ / Transition Report on Form 10-K and Form 10-KSB
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q and Form 10-QSB
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant TRIDENT ROWAN GROUP, INC.
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Former name if applicable
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Address of principal executive office (STREET AND NUMBER)
Two Worlds Fair Drive
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City, state and zip code Somerset, New Jersey 08873
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PART II
RULE 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
/ / (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
/X/ (b) The subject annual report, semi-annual report, transition report
on Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period.
The 1997 merger into Registrant's majority-owned Moto Guzzi S.p.A.
subsidiary of its wholly-owned distributor of Moto Guzzi parts, Centro
Ricambi S.r.l., has resulted in delays in establishing year-end inventory
valuations and in completing the analysis of slow moving and obsolete
items, because the inventory systems of the two companies are not compatible.
The audit at Moto Guzzi S.p.A. is expected to be completed not later than
April 10, 1998 and the Registrant's annual report on Form 10-K for 1997 is
expected to be filed not later than April 15, 1998.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Howard E. Chase 732-868-9000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
/X/ Yes / / No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/X/ Yes / / No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The consolidated loss for 1997 is expected to approximate Lit. 22
billion ($12,500,000*), as compared to a reported loss for 1996 of Lit. 15
billion ($8,500,000*). The increased loss is primarily the result of two
non-cash items, a Lit. 3,595 million ($2,032,000*) reserve for the possible
redemption of preferred stock issued in connection with a private placement
which raised $6,000,000 of gross proceeds for the Registrant's Moto Guzzi
Corp. subsidiary and a Lit. 2,124 million ($1,201,000*) charge taken in
connection with the issuance to affiliates of Registrant's President and its
Chief Financial Officer of 1,250,000 warrants to purchase Registrant's common
stock, at $6.00 per share. In addition, Moto Guzzi S.p.A.'s operating loss
of approximately Lit. 7.4 billion ($4,200,000*) was almost Lit. 8 billion
unfavorable to that subsidiary's 1996 operating result, despite an 8.8%
increase in net sales revenues at Moto Guzzi. Moto Guzzi's increased
operating loss was due to: (i) a decline in margins because increased prices
for component parts paid by Moto Guzzi were not passed on to customers through
increased selling prices; (ii) a doubling of research and development expense
relating to new models; and (iii) a 44% increase in the subsidiary's selling,
general and administrative expense reflecting increased sales and marketing
expense and increased management cost. These increases in Moto Guzzi's R&D
expense and selling, general and administrative expense were incurred in
furtherance of Moto Guzzi's planned expansion.
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*Computed at the dollar-lire exchange rate in effect at December 31, 1997
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The Registrant made a strategic decision to focus its energies and
resources on its Moto Guzzi business and, consequently, not to develop, at
the present time, its merchant banking and other financial services
activities. In this context, the potential of its temporary management
subsidiary will be curtailed and, accordingly, the Registrant expects to
record at December 31, 1997 reserves of Lit. 4,001 million ($2,262,000*) for
impairment which results in a substantial write down of trademarks, other
intangibles and goodwill related to this subsidiary.
In 1996, Lit. 4,180 million ($2,363,000*) of impairment reserves were
recorded in connection with winding up its real estate holding activities, much
of which was disposed of in 1997. Real estate activities are not expected to be
material to 1998's results of operations.
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*Computed at the dollar-lire exchange rate in effect at December 31, 1997
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TRIDENT ROWAN GROUP, INC.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 31, 1998 By /s/ Howard E. Chase
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Howard E. Chase, Chairman
INSTRUCTION. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (SEE 18 U.S.C. 1001).
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