UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Trident Rowan Group, Inc.
-------------------------
(Name of Issuer)
common stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
89614K10
--------
(CUSIP Number)
Mark B. Segall, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
--------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 9, 1999
-------------
(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 1 of 14 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 89614K10
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tamarix Investors LDC
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
-0-
NUMBER -------------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES 1,286,949 shares (See Item 5)
BENEFICIALLY -------------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH -0-
REPORTING -------------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,286,949 shares (See Item 5)
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,286,949 shares (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.15% on a fully diluted basis
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 2 of 14 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 89614K10
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Centaurus Management, LDC
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
-0-
NUMBER -------------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES 1,286,949 shares (See Item 5)
BENEFICIALLY -------------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH -0-
REPORTING -------------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,286,949 shares (See Item 5)
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,286,949 shares (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.15% on a fully diluted basis
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 3 of 14 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 89614K10
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Azzurra, Inc.
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
-0-
NUMBER -------------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES 1,286,949 shares (See Item 5)
BENEFICIALLY -------------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH -0-
REPORTING -------------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,286,949 shares (See Item 5)
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,286,949 shares (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.15% on a fully diluted basis
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 4 of 14 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 89614K10
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark Hauser
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
1,380,282 shares
NUMBER -------------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES 1,286,949 shares (See Item 5)
BENEFICIALLY -------------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 1,380,282 shares
REPORTING -------------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,286,949 shares (See Item 5)
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,380,282 shares (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.47% on a fully diluted basis
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 5 of 14 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 89614K10
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Emanuel Arbib
- --------------------------------------------------------------------------------
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
France
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
383,639 shares
NUMBER -------------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES 24,000 shares
BENEFICIALLY -------------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 383,639 shares (See Item 5)
REPORTING -------------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH 24,000 shares
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
407,639 shares (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.75% on a fully diluted basis
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 6 of 14 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 89614K10
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gianni Bulgari
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
1,468,827 shares (See Item 5)
NUMBER -------------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES -0-
BENEFICIALLY -------------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 1,468,827 shares (See Item 5)
REPORTING -------------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH -0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,468,827 shares (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.72% on a fully diluted basis
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 7 of 14 Pages
<PAGE>
Amendment No. 1 to Schedule 13D
-------------------------------
This Statement amends the Schedule 13D, dated May 2, 1997 (the "Schedule
13D"), filed by Tamarix Investors LDC and the other Reporting Persons named
therein, with respect to the common stock, par value $.01 per share (the "Common
Stock"), of Trident Rowan Group, Inc., a Maryland corporation (the "Issuer").
Notwithstanding this Amendment No. 1, the Schedule 13D speaks as of its date.
Capitalized terms used herein without definition have the meanings ascribed to
them in the Schedule 13D.
Item 1 of Schedule 13D, "Security and Issuer," is amended and restated in its
entirety as follows:
This Statement relates to 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.
The filing of any Schedule 13D and amendments thereto does not
constitute an admission that the Reporting Persons are members of a "group" for
purposes of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or the rules promulgated thereunder or for any other purpose whatsoever.
Each Reporting Person expressly disclaims beneficial ownership of any Common
Stock beneficially owned by any other persons.
Item 2 of the Schedule 13D, "Identity and Background," is amended and restated
in its entirety as follows:
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"); (iv) Mark Hauser, a director of the Issuer, an
officer and director of Tamarix and Centaurus, and the sole director of Azzurra;
(v) Emanuel Arbib, a director of the Issuer; and (vi) Gianni Bulgari (each, a
"Reporting Person," and collectively, the "Reporting Persons").
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. Tamarix is 100% owned by Centaurus.
The following is information concerning each executive officer or
director of Tamarix:
<TABLE>
<CAPTION>
<S> <C>
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.
</TABLE>
Page 8 of 14 Pages
<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 100%
owned by Azzurra.
The following is information concerning each executive officer or
director of Centaurus:
<TABLE>
<CAPTION>
<S> <C> <C>
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.
</TABLE>
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.
Azzurra has a business address of c/o Tamarix Capital Corporation, 350
Park Avenue, 14th Floor, New York, NY 10022. Azzurra 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 Azzurra:
<TABLE>
<CAPTION>
<S> <C>
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: c/o Tamarix Capital Corporation
350 Park Avenue, 14th Floor
New York, New York 10022
Citizenship: U.S.
</TABLE>
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
Page 9 of 14 Pages
<PAGE>
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.
Mr. Gianni Bulgari is a Director of Motto Guzzi Spa. The business
address of Mr. Bulgari is c/o Gruppo G.B. Bulgari, via M. Mercati, 17A, 00187
Rome, Italy. Mr. Bulgari is a citizen of the United Kingdom.
Mr. Emanuel Arbib, is the Chief Financial Officer and a Director of the
Company. He is also Managing Director of Capital Management Ltd., an
international money management firm based in Jersey, Channel Islands. The
business address of Mr. Arbib is c/o Capital Management Ltd., 3-9 Boulevard de
Moulins, Monaco 98000. Mr. Arbib is a citizen of France.
During the past five years, neither Mr. Bulgari nor Mr. Arbib 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 U.K. or French, securities laws, or finding any violation
with respect to such laws.
Item 3 of the Schedule 13D, "Source and Amount of Funds or Other Consideration,"
is amended to add the following:
On February 12, 1999 each of Gianni Bulgari and Tamarix Investors LDC
entered into an agreement with Finprogetti S.p.A. ("Finprogetti") each to
purchase 317,500 shares of Common Stock that Finprogetti "put" to Tamarix in May
1998 pursuant to an agreement dated May 2, 1997.
On March 9, 1999, the Reporting Persons entered into the Second
Amendment to Centaurus Shareholders Agreement (the "Shareholders Agreement
Amendment"), whereby Tamarix agreed to distribute an aggregate of 634,921 shares
of Common Stock and warrants to purchase an aggregate of 145,630 shares of
Common Stock (the "Warrants") to the following Reporting Persons: (i) to Mr.
Bulgari, 571,429 shares of Common Stock and warrants to purchase 131,067 shares
of Common Stock; and (ii) to Mr. Arbib, 63,492 shares of Common Stock and
warrants to purchase 14,563 shares of Common Stock. Pursuant to the Shareholders
Agreement Amendment Mr. Bulgari, Mr. Arbib and Ixion, LDC, a limited duration
company formed under the laws of the Cayman Islands ("Ixion"), agreed to
surrender all of their share certificates in Tamarix and Centaurus, and Messrs.
Bulgari and Arbib resigned as officers and directors of Tamarix and Centaurus.
Mr. Bulgari, Mr. Arbib and Ixion ceased to have any further right or interest of
any kind in Tamarix and Centaurus. Also pursuant to the Shareholders Agreement
Amendment, the Reporting Persons have, among other things, agreed to vote
together in the election of directors of the Issuer and in favor of certain
other actions requiring shareholder vote. If the Reporting Persons are unable to
agree unanimously on how to vote their shares, each Reporting Person is
permitted to vote his or its own shares.
On March 9, 1999, Mr. Bulgari acquired 198,831 shares of Common Stock
from a third party for an aggregate consideration of approximately $1,386,000.
The costs of the purchase were funded out of personal funds.
Page 10 of 14 Pages
<PAGE>
Item 4 of the Schedule 13D, "Purpose of Transaction," is amended to add the
following:
Although no course of action has presently been decided upon, Mr.
Bulgari has indicated that he is considering taking a more active role in
management. To that end, Mr. Bulgari is considering seeking nomination for
election to the Issuer's Board of Directors at the next annual meeting of
shareholders. Any action with respect to any shareholders meeting, including any
decision to nominate candidates to the Issuer's Board of Directors or to take
other action in that regard, would be pursued only in connection with such a
meeting and in the context of the circumstances then obtaining, and in
compliance with applicable rules of the Securities and Exchange Commission.
Except as disclosed in this Item 4, none of the Reporting Persons has
any current plans or proposals that relate to or would result in any of the
events described in Items (a) through (j) of the instructions to Item 4 of
Schedule 13D.
Item 5 of the Schedule 13D, "Interest in Securities of the Issuer," is amended
and restated in its entirety as follows:
(a) and (b). Tamarix is the beneficial owner of 365,079 shares of Common
Stock (the "Tamarix Shares") and warrants to purchase 921,870 shares of Common
Stock (the "Tamarix Warrants"). Accordingly, Tamarix beneficially owns 18.15% of
the Common Stock on a fully diluted basis (based on the Issuer being deemed to
have 7,089,000 shares of Common Stock issued and outstanding). In the Articles
of Association of Tamarix, Centaurus is given the authority to vote and dispose
of the Tamarix Shares and Tamarix Warrants. Tamarix thus shares the power to
direct the vote and the disposition of the Tamarix Shares and Tamarix Warrants
with Centaurus and Azzurra.
Centaurus is the beneficial owner of 365,079 shares of Common Stock and
warrants to purchase 921,870 shares of Common Stock based on Centaurus's power
to direct the vote and the disposition of the Tamarix Shares and the Tamarix
Warrants as manager of Tamarix. Accordingly, Centaurus beneficially owns 18.15%
of the Common Stock on a fully diluted basis (based on the Issuer being deemed
to have 7,089,000 shares of Common Stock issued and outstanding). Centaurus
shares the power to vote and dispose of the Tamarix Shares and the Tamarix
Warrants with Tamarix and Azzurra.
Azzurra is the beneficial owner of 365,079 shares of Common Stock and
warrants to purchase 921,870 shares of the Common Stock based on Azzurra's power
to direct the vote and the disposition of the Tamarix Shares and the Tamarix
Warrants. Accordingly, Azzurra beneficially owns 18.15% of the Common Stock on a
fully diluted basis (based on the Issuer being deemed to have 7,089,000 shares
of Common Stock issued and outstanding). Azzurra shares the power to vote and
dispose of the Tamarix Shares and the Tamarix Warrants with Tamarix and
Centaurus.
Mr. Hauser is the beneficial owner of 415,079 shares of Common Stock
(the "Hauser Shares") and warrants to purchase 965,203 shares of Common Stock
(the "Hauser Warrants"), of which 1,286,949 shares are owned 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 Tamarix Warrants. Accordingly, Mr.
Hauser beneficially owns 19.47% of the Common Stock on a fully diluted basis
(based on the Issuer being deemed to have 7,089,000 shares of Common Stock
issued and outstanding). Mr. Hauser has the sole power to vote and dispose of
the Hauser Shares (which include the Tamarix Shares) and the Hauser Warrants
(which include the Tamarix Warrants).
Mr. Arbib is the beneficial owner of 113,492 shares of Common Stock (the
"Arbib Shares") and warrants to purchase 294,147 shares of Common Stock (the
"Arbib Warrants"). Accordingly, Mr. Arbib beneficially owns 5.75% of the Common
Stock on a fully diluted basis (based on the Issuer being deemed to have
7,089,000 shares of Common Stock issued and outstanding). Mr. Arbib shares the
power to vote and dispose of the Arbib Shares and the Arbib Warrants.
Page 11 of 14 Pages
<PAGE>
Mr. Bulgari is the beneficial owner of 770,260 shares of Common Stock
(the "Bulgari Shares") and warrants to purchase 698,567 shares of Common Stock
(the "Bulgari Warrants"). Accordingly, Mr. Bulgari beneficially owns 20.72% of
the Common Stock on a fully diluted basis (based on the Issuer being deemed to
have 7,089,000 shares of Common Stock issued and outstanding). Mr. Bulgari has
the sole power to vote and dispose of the Bulgari Shares and the Bulgari
Warrants.
Tamarix, Centaurus, Azzurra, 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 1,298,831 shares of Common Stock and warrants to
purchase 1,957,917 shares of Common Stock (collectively, the "Group Shares").
The Group Shares include the Hauser Shares and the Hauser Warrants (which
include the Tamarix Shares and Tamarix Warrants), the Arbib Shares, the Arbib
Warrants, the Bulgari Shares and the Bulgari Warrants. Accordingly, the Group
beneficially owns 45.94% of the Common Stock on a fully diluted basis (based on
the Issuer being deemed to have 7,089,000 shares of Common Stock issued and
outstanding).
(c) Except as set forth on Schedule I annexed hereto, the Reporting
Persons have not effected any transactions in the Common Stock
during the past 60 days.
(d) Reference is made to Items 4, 5 and 6 of this Statement.
(e) Not applicable.
Item 6 of the Schedule 13D, "Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer," is amended to add the
following:
On March 9, 1999, the Reporting Persons entered into the Shareholders
Agreement Amendment, whereby pursuant to the Shareholders Agreement Amendment,
the Reporting Persons have, among other things, agreed to vote together in the
election of directors of the Issuer and in favor of certain other actions
requiring shareholder vote. If the Reporting Persons are unable to agree
unanimously on how to vote their shares, each Reporting Person is permitted to
vote his or its own shares.
Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is amended to
add the following:
Exhibit No.
9 - Second Amendment to Centaurus Shareholders Agreement among
Centaurus, Azzurra, Ixion, Mark Hauser, Emanuel Arbib,
Gianni Bulgari and William Spier, dated as of March 9,
1999
Page 12 of 14 Pages
<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: March 23, 1999
TAMARIX INVESTORS LDC
By: /s/ Mark Hauser
------------------------------------
Chairman
CENTAURUS MANAGEMENT, LDC
By: /s/ Mark Hauser
------------------------------------
Director
AZZURRA, INC.
By: /s/ Mark Hauser
------------------------------------
Chairman
MARK HAUSER
/s/ Mark Hauser
-------------------------------------------
EMANUEL ARBIB
/s/ Emanuel Arbib
-------------------------------------------
GIANNI BULGARI
/s/ Gianni Bulgari
-------------------------------------------
Page 13 of 14 Pages
<PAGE>
SCHEDULE I
----------
TRANSACTIONS IN COMMON STOCK
OF TRIDENT ROWAN GROUP, INC.
DURING THE PRECEDING 60 DAYS
<TABLE>
<CAPTION>
Transaction Transaction Number of
Date Reporting Person Type Shares Total Cost
---- ---------------- ---- ------ ----------
<S> <C> <C> <C> <C>
3/9/99 Gianni Bulgari Purchase 198,831 $1,386,000
</TABLE>
Page 14 of 14 Pages
Exhibit 9
---------
SECOND AMENDMENT
TO
CENTAURUS SHAREHOLDERS AGREEMENT
AGREEMENT made as of the 9th day of March, 1999, among Centaurus
Management, LDC ("Centaurus"), Azzurra, Inc. ("Azzurra"), Ixion LDC ("Ixion"),
Mr. Emanuel Arbib, Mr. Gianni Bulgari, Mr. William Spier and Mr. Mark Hauser.
Azzurra and Ixion are hereinafter sometimes referred to individually as a
"Shareholder", and collectively as the "Shareholders". Messrs. Arbib, Bulgari
and Hauser are hereinafter sometimes referred to collectively as an
"Individual", and collectively as the "Individuals". Each Shareholder and
Individual are hereinafter sometimes referred to as a "Party" and are
collectively referred to as the "Parties".
WITNESSETH
WHEREAS, the Individuals organized Tamarix Investors LDC ("TI")
for the sole purpose of acquiring equity securities of Trident Rowan Group, Inc.
("TRG"); and
WHEREAS, Messrs. Arbib and Bulgari, on the one hand, and Messrs.
Spier and Hauser, on the other hand, organized Ixion and Azzurra, respectively,
to own their respective interests in Centaurus, the managing shareholder of TI;
and
WHEREAS, the Parties hereto wish to clarify their relationship
and in connection therewith to serve the best interests of TRG and TI; and
WHEREAS, the Shareholders and the Individuals entered into the
Centaurus Shareholder Agreement as of the 25th day of April 1997; and
WHEREAS, the Shareholders and the Individuals entered into the
Amendment to Centaurus Shareholders Agreement as of the 5th day of December 1997
(the Centaurus Shareholder Agreement, as so amended the "Agreement"); and
WHEREAS, the Shareholders and the Individuals wish to further
amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Shareholders and the Individuals hereby agree as follows:
1. TI agrees to transfer to Ixion or its nominees 634,921
shares of common stock of TRG owned by TI, and Centaurus
agrees to transfer
<PAGE>
to Ixion or its nominees 145,630 warrants of TRG owned by
Centaurus as specified on Exhibit I hereto.
2. In consideration of and simultaneously with the transfer
in Section 1 above:
(i) Bulgari, Arbib and Ixion shall return to TI for
cancellation all of their share certificates in TI
and Centaurus;
(ii) Bulgari and Arbib shall resign as officers and
directors of TI and Centaurus;
(iii) Bulgari, Arbib, and Ixion shall have no further
right or interest of any kind in TI or Centaurus;
and
(iv) Bulgari, Arbib, and Ixion, their affiliates and
advisor shall hereby be released from and shall be
indemnified and held harmless by TI, Azzurra,
Hauser, and Spier against any liability or
obligation whatsoever in connection with TI and
Centaurus.
3. Each of TI on the one hand and Ixion and Gianni Bulgari
jointly on the other hand (collectively with each of their
respective affiliates, the "Indemnifying Party") shall
indemnify and hold harmless the other Party (collectively
with each of their respective affiliates, the "Indemnified
Party") for any damages, costs and expenses that the
Indemnified Party incurs resulting from a claim that the
Indemnifying Party failed to satisfy 50% of the put of TRG
shares exercised by Finprogetti.
4. The Parties agree to continue to vote together all shares
of TRG owned by them or their affiliates (including shares
owned legally or beneficially and shares over which any of
them have a proxy or voting control) for the election of
TRG directors and for all other TRG decisions where a
shareholder vote is required, provided, however, that if
the Parties are unable to agree unanimously on how to vote
their TRG shares, then each Party shall be allowed to vote
his or its TRG shares as he/it so desires and TI shall
waive any rights it may have under the Inducement
Agreement or otherwise with respect to such vote.
5. The Parties acknowledge that, with respect to the
agreements reflected in this second amendment to the
Agreement and all other agreements they have entered into
with each other relating to their investment in TRG, TI
and Centaurus (collectively, the "TRG Agreements"), no
dispute has existed or continues to exist between them and
no events have arisen which have or could give a cause of
action to any of them
<PAGE>
regarding the TRG Agreements. Accordingly, each Party
agrees that it or he shall not bring any claim, action, or
suit against another Party that relates to any of the TRG
Agreements.
6. Each of Ixion, Bulgari and Arbib represent that they have
incurred no obligations on behalf of TI (other than
actions taken by Arbib in the ordinary course of his duty
as a Director of TI which have been disclosed to Hauser),
and that they have declared in writing to TI, Azzurra,
Hauser, and Spier all information relating to all fees or
obligations (including professional fees) that TI may be
obligated to satisfy. TI represents that it has paid all
bills, including professional fees, submitted to it for
payment.
7. Simultaneously with the execution hereof, the Parties
shall deliver to Mr. Hauser for filing fully executed
copies of all mutually satisfactory resolutions and the
documents annexed hereto, which are necessary to finalize
the matters covered in this agreement and any other
previous matters relating to Centaurus and TI.
8. This agreement supersedes all prior agreements solely
among the Parties, which prior agreements are considered
null and void.
9. The Agreement and this Amendment thereto shall be governed
by the laws of the State of New York without regard to its
conflict of laws and principles. Any dispute hereunder
shall be adjudicated in any federal or state court located
in the Southern District of the State of New York. The
Parties hereby consent to the jurisdiction of such courts
and waive any claim they may have that such forum is not
convenient.
10. The Parties shall do all such things and provide all such
reasonable assurances as may be required to consummate the
transactions contemplated hereby, and each Party shall
provide such further documents or instruments required by
any other Party as may be reasonably necessary or
desirable to effect the purpose of this amendment to the
Agreement and carry out its provisions (including
providing the necessary instructions to their respective
counsel and TRG), or modify any term hereof that may be
deemed or determined to be unenforceable or in conflict
with any other arrangement between or among the Parties in
order to effect the interests and purposes hereof as
closely as possible. The stock and warrants transferred
pursuant to paragraphs 1 and 2 hereof shall be accompanied
by appropriate transfer instruments and all such transfers
shall be free and clear of all liens, claims and
encumbrances.
11. [Omitted.]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have hereunto set their hand as
of the date first above written.
CENTAURUS MANAGEMENT, LDC
By: /s/ Mark Hauser
-----------------------------
Mark Hauser
By: /s/ Emanuel Arbib
-----------------------------
Emanuel Arbib
AZZURRA, INC.
By: /s/ Mark Hauser
-----------------------------
Mark Hauser
By: /s/ William Spier
-----------------------------
William Spier
IXION, LDC
By: /s/ Gianni Bulgari
-----------------------------
Gianni Bulgari
By: /s/ Emanuel Arbib
-----------------------------
Emanuel Arbib
By: /s/ Mark Hauser
-----------------------------
Mark Hauser
By: /s/ Emanuel Arbib
-----------------------------
Emanuel Arbib
By: /s/ Gianni Bulgari
-----------------------------
Gianni Bulgari
By: /s/ William Spier
-----------------------------
William Spier
