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 March 31, 1999
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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___________________________________________
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;
|_| (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 Company has been significantly delayed in completing the work
necessary to complete the 1998 Annual Report on Form 10-K. The delay is
attributable to several factors. Until the Annual Report can be completed, which
the company expects will occur within five business days, the Company cannot
allocate its personnel to prepare, complete and file its Quarterly Report on
Form 10-Q.
The factors resulting in the delay in completion of the Annual Report were
the result of two situations which, individually and collectively, critically
affected the immediate viability of the Company, and each of which were the
subject of unfolding uncertainties during the early months of 1999 which were
believed by the Company to be subject to imminent resolution. Had the Company
completed and filed the Annual Report, without the prior resolution of these
situations, the resulting description of the financial condition of the Company
on a presumptively worst case basis could have unavoidably misled shareholders
since resolution was in fact expected and these matters were in a state of
fluidity. Indeed, as expected, all matters have in fact been resolved, although
not as expeditiously as initially hoped. The situations were these:
1. The merger of the Company's Moto Guzzi Corp. subsidiary into North
Atlantic Acquisition Corp., which had been expected to be
consummated in the fall of 1998, was not consummated until March 4,
1999. During the fall, Moto Guzzi developed serious and
unanticipated liquidity shortages which, if not ameliorated,
jeopardized its operations. The completion of the merger, which
provided approximately $8 million for Moto Guzzi's operations, and
ameliorated the cash shortage, thus became an essential prerequisite
to the viability of Moto Guzzi, and, by extension, to the Company.
Since the completion of the merger was believed to be strictly only
a matter of timing, the Company believed that commencing the audit
procedure during the customary period, with this fundamental issue
expected to be resolved imminently, would have been wasteful and
unproductive. The Company's financial personnel, in fact, were
devoted almost entirely to the accomplishment of the merger, and the
financial "crisis management" of Moto Guzzi. This left insufficient
time to dedicate to the year end financial statements and to the
auditors. The timing of the consummation of the merger, however, was
unfortunately too close to the required date of filing of the Annual
Report to achieve completion of all necessary procedures by the
Company.
2. As the Company previously reported in a Current Report on Form 8-K,
because of the cash shortage at Moto Guzzi and the delay in
completion of the merger, the Company indebted to certain principal
shareholders on October 1, 1998 as a result of bridge financing they
provided while the above-described merger remained
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pending. The loans, in the amount of $2 million and Lit. 3 billion,
were due and payable upon consummation of the merger and March 31,
1999, respectively. The Company was unable timely to repay the loans
and was in negotiation with the shareholder-lenders to extend the
due date. The amount of the loans were of sufficient size that
formal default and ensuing enforcement could have threatened the
Company's viability. Since the lenders were, at the time of the
bridge loan, controlling shareholders of the Company and remain
principal shareholders, the Company was optimistic that resolution
could be achieved. While the loans remained unpaid and the
negotiations were ongoing, however, which, again, were expected to
be concluded with dispatch, the Company believed that disclosure of
the nonpayment prior to resolution would have been misleading.
Resolution was achieved on May 10, the Lit. 3 billion loan was
repaid on May 13 and the $2 million loan has been extended until
June 30.
The Company expects to file its Quarterly Report on Form 10-Q for the
period ended March 31, 1999 within five calendar days of the filing of its
Annual Report on Form 10-K.
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).
1998 Annual Report on From 10-K
|_| Yes |X| 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.
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The quarterly report for the period ended March 31, 1999 will reflect the March
4, 1999 consummation of the merger of the Company's Moto Guzzi Corp. subsidiary
with and into North Atlantic Acquisition Corp. As noted below, the Company will
report a gain of Lit. 25.8 billion ($14.4 million) as a result of the merger.
Although North Atlantic was the surviving entity in the merger, the merger has
been accounted for as a reverse acquisition by Moto Guzzi Corp. Accordingly, the
results reported in the quarter ended March 31, 1999 and March 31, 1998 are
those of Moto Guzzi Corp. and not those of North Atlantic Acquisition Corp., a
non-operating company formed only for the purpose of acquiring or merging with
an operating business.
The results of operations of Moto Guzzi Corp. for the quarter ended March 31,
1999 compared to the corresponding quarter of 1998 reflect the following
significant changes:
Net sales decreased by Lit. 8.0 billion or 31.3% from Lit. 25.6 billion to Lit.
17.6 billion and sales units decreased from 1,717 in 1998 to 1,218 in 1999. The
decreases resulted from two factors: 1) the first quarter of 1998 included Lit.
3.8 billion of net sales attributable to a 1997 public administration order
which was fulfilled early in 1998; and 2) sales and production in the first
quarter of 1999 were significantly affected by the lack of supply of components
the delivery of which were delayed because of Moto Guzzi's liquidity
difficulties.
Gross margins decreased from Lit. 4.7 billion in the first quarter of 1998 to a
small negative margin in the first quarter of 1999. The changes results from: 1)
gross margin of approximately Lit. 1.0 billion not present in 1999 on the public
adminstration order noted above; 2) selective promotions of older models were
made in January and February 1999 (continued from the last quarter of 1998) in
an attempt to generate liqudity from sales; and 3) significantly decreased
production levels, from 1,465 in 1998 to 1,135 in 1999, due to non supply of
components, with the consequence that fixed production costs were absorbed over
lower production volumes in 1999.
Selling, general and administrative expenses increased from Lit. 3.3 billion in
1998 to Lit. 3.9 billion in 1999 reflecting increased selling costs and general
management costs. Research and development expense decreased from Lit. 0.9
billion in 1998 to Lit. 0.5 billion as the Company limited expenditures.
Interest expense was substantially unchanged at Lit. 1.0 billion, as the effects
of lower interest rates were offset by increased levels of indebtedness.
As a result of the above factors, net loss in the quarter to March 31, 1999
increased to Lit. 5.4 billion compared to Lit. 0.8 billion in the comparative
1998 quarter.
The results of operations of the Company's L.I.T.A. subsidiary are not
materially changed from the comparable period in the prior year.
The Company recorded a gain on the Moto Guzzi Corp. merger of approximately Lit.
25.8 billion ($14.4 million), which will substantially, if not completely,
eliminate the deficit in shareholders' equity.
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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 May 18, 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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