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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 June 30, 1999
|_| 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 __________________________________________
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.
Former name if applicable ________________________________________________
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
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.)
The financial and accounting services which are generally made available
to the Company on a limited basis by its subsidiaries were unavailable on a
timely basis because of other exigent assignments critical to the subsidiaries'
financing and operations.
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
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 greater loss for the three and six month
periods ending June 30, 1999 compared to the 1998 periods because of losses
sustained by the Company's principal operating subsidiary, Moto Guzzi
Corporation. The Company's other operations are not expected to show a material
difference for the 1999 periods compared to 1998.
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For the three month 1999 period, while net sales at Moto Guzzi increased
6.3% to Lit. 23.8 billion and unit sales increased 19.8% to 1,823 compared to
1998 levels, gross margins decreased from Lit. 4.6 billion in 1999 to Lit. 2.8
billion in the 1998 period, largely due to a change in the mix of motorcycles
sold. Selling, general and administrative expenses increased by 21.7% to Lit.
5.5 billion in the second quarter of 1999.
Due to variety of factors, including serious liquidity shortages affecting
Moto Guzzi in the first quarter of 1998, and an unusual public sector sale
consummated in 1998, net sales for the 1999 six month period declined by Lit.
6.6 billion, or 13.8%, from 1998 levels. Unit sales declined 8.8%, while gross
margins declined to 7.1% of sales in 1999, from 19.2% in the 1998 six month
period. Selling, general and administrative expenses, increased by 20.3% in the
1999 period.
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 AUGUST 13, 1999 By MARK S. HAUSER
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Mark S. Hauser, President
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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