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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 0-2642
(Check one): / /Form 10-K and Form 10-KSB / / Form 11-K
/ / Form 20-F /x/ Form 10-Q and Form 10-QSB / / Form N-SAR
For period ended SEPTEMBER 30, 1998
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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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TWO WORLDS FAIR DRIVE
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Address of principal executive office (STREET AND NUMBER)
FRANKLIN TOWNSHIP
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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.)
/x/ (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.
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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. (Attach extra sheets if needed.)
During the third quarter of 1998, the Company determined to have Moto Guzzi
S.p.A. abandon its plan to relocate its facility to Monza from Mandello del
Lario. Additionally, employment by Moto Guzzi of its Managing Director was
terminated. These events have resulted in the Board of Directors of Moto Guzzi
re-evaluating its product and production plan for the balance of the year and
for 1999. The outcome of this re-evaluation will have an effect on third
quarter results of operations, including restructuring charges which could reach
Lit. 1.0-2.0 billion. The re-evaluation could not have been completed earlier
because all pertinent data had not been collected and analyzed. The necessary
decisions could be made, and the financial effect of these decisions measured,
by November 20, 1998.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
DAVID LERNER 212-735-8609
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or
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
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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 Company expects to report a loss of approximately Lit. 3.0 billion for
the three months ended September 30, 1998, compared to a loss of Lit. 3.9
billion in prior year's third quarter. Revenues at both Moto Guzzi and L.I.T.A.
S.p.A. were higher in the 1998 period than in 1997. Unit sales at Moto Guzzi
increased to 1,303 compared to 1,167 in the 1997 third quarter. The Company
expects to report higher gross margins at both Moto Guzzi and L.I.T.A., despite
higher selling, general and administrative expenses at both subsidiaries, and
expects to report lower overhead expenses at the corporate parent level.
Despite the higher level of sales at Moto Guzzi, production delays in the
third quarter of 1998 resulting from engineering and design changes on certain
models, which in turn delayed deliveries of redesigned components, are expected
to cause the subsidiary to lose 1998 sales of approximately 600-800 units which
cannot be recaptured, owing to the seasonality of unit orders. These delays,
which are expected to continue into November, in turn affected the Company's
liquidity, which is dependent in part upon financing of shipped units.
The squeeze on liquidity was partly ameliorated by debt financing
provided by the Company's O.A.M. S.p.A. subsidiary, made available through
short-term financing provided to the Company and to O.A.M. by certain TRG
shareholders. Moto Guzzi is currently past due to certain suppliers in the
amount of approximately Lit. 6 billion. Discussions with certain creditors
are ongoing for deferred payment arrangements. If the pending merger between
Moto Guzzi Corp. and North Atlantic Acquisition Corporation is consummated as
anticipated, it will provide the needed liquidity to Moto Guzzi. The Company
is also negotiating with two financial institutions to provide inventory
financing to Moto Guzzi. At the same time, the Company is evaluating
proposals to provide, and hopes to secure in the near future debt financing
for its own account.
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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 NOVEMBER 16, 1998 By 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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