<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
</TABLE>
<TABLE>
<S> <C>
/ / Preliminary Proxy
Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional
Materials
/ / Soliciting Material
Pursuant to
Rule 14A-ll(c) or
Rule 14a-12
/ / Confidential, for use of
the the Commission only
(as permitted by
Rule 14a-6(e)(2))
</TABLE>
<TABLE>
<S> <C>
TRIDENT ROWAN GROUP, INC.
- ------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
TRIDENT ROWAN GROUP, INC.
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials:
---------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-ll(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount Previously Paid:
$
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------
</TABLE>
- ------------------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
TRIDENT ROWAN GROUP, INC.
Two Worlds Fair Drive, Somerset, New Jersey 08873
(732) 868-9000
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Trident Rowan Group, Inc.
The 1999 Annual Meeting of Shareholders of Trident Rowan Group, Inc. (the
"COMPANY") will be held at the offices of Kramer, Levin, Naftalis & Frankel,
919 Third Avenue, 41st Floor, New York, NY 10022 at 10:00 a.m. on December 6,
1999 for the following purposes:
1. To amend the Company's Articles of Incorporation to (i) eliminate
provisions fixing the minimum number of directors under certain circumstances;
(ii) eliminate the requirement that at least three members of the Board of
Directors be independent directors; (iii) eliminate the staggered Board of
Directors, and (iv) eliminate provisions giving Tamarix Investors LDC the right
under certain circumstances to nominate members of the various classes of
directors.
2. To elect the following seven persons to the Board of Directors to serve
until the Company's 2000 Annual Meeting and until their successors shall be
elected and shall qualify, as follows:
Emanuel Arbib
Gianni Bulgari
Duncan Chapman
Howard E. Chase
Andrea Della Valle
Mark S. Hauser
Mark B. Segall
3. To act upon any other business that may properly come before the
meeting.
The shareholders of record at the close of business on October 15, 1999 will
be entitled to notice of and to vote at the Annual Meeting. The transfer books
of the Company will not be closed.
You are cordially invited to attend the meeting. Whether or not you plan to
be present, kindly fill in and sign the enclosed Proxy exactly as your name
appears on your stock certificate, and mail it promptly in order that your vote
can be recorded. A return envelope is enclosed for your convenience. The giving
of this Proxy will not affect your right to vote in person in the event you find
it convenient to attend the meeting.
<TABLE>
<S> <C> <C>
By Order of the Board of Directors
Dated: Somerset, NJ Mark B Segall
November 10, 1999 Secretary
</TABLE>
<PAGE>
TRIDENT ROWAN GROUP, INC.
Two Worlds Fair Drive
Somerset, New Jersey 08873
(732) 868-9000
PROXY STATEMENT
SOLICITATION AND USE OF PROXY
The enclosed Proxy is solicited by the Board of Directors of Trident Rowan
Group, Inc. (the "COMPANY") for use at the Annual Meeting of Shareholders of the
Company, to be held on December 6, 1999 and at any adjournments thereof, for the
purposes set forth in the attached Notice of Meeting.
Any shareholder giving a Proxy may revoke it at any time prior to its use at
the Annual Meeting by filing with the Secretary of the Company an instrument
revoking it or by giving a duly executed proxy bearing a later date. Proxies, if
duly signed and received in time for voting, and not so revoked, will be voted
at the Annual Meeting. Where choices are specified by a shareholder by means of
the ballot provided on the Proxy for that purpose, the Proxy will be voted in
accordance with such specifications. In the absence of such specifications, the
Proxy will be voted FOR each of the proposals to amend the Articles of
Incorporation, and FOR the slate of nominees for directors proposed by
management. The Notice of Meeting and the Proxy Statement are being mailed to
shareholders on or about November 12, 1999. Under Maryland law and the Company's
Articles of Incorporation and By Laws, abstentions will be counted in
determining whether a quorum is present and broker non-votes will not be
counted. Abstentions and broker non-votes will not be counted as affirmative
votes.
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by the use of the mails, certain officers of the Company may
solicit proxies personally and by telephone. The Company may request banks,
brokerage houses and custodians, nominees and fiduciaries to forward soliciting
material to their principals and will reimburse them for their out-of-pocket
expenses.
OUTSTANDING SHARES AND VOTING RIGHTS
As of October 15, 1999, the record date fixed for the determination of
shareholders entitled to vote at the Annual Meeting, there were 4,419,900 shares
of common stock, par value $.01 per share, which constitute the only outstanding
securities of the Company having voting rights. Each outstanding share of common
stock is entitled to one vote on each matter to be voted. A majority of the
shares of common stock represented in person or by proxy, will constitute a
quorum for the transaction of business.
The affirmative vote of two-thirds of all of the votes entitled to be cast
on such matter is required to adopt each of the proposals to amend the Articles
of Incorporation. The affirmative vote of a majority of all of the votes cast at
the meeting in person or by proxy is required to approve the election of each
director nominated.
PROPOSALS NO. 1 THROUGH NO. 4:
The Board proposes to amend Article 5 of the Articles of Incorporation to
(i) eliminate provisions fixing the minimum number of directors under certain
circumstances; (ii) eliminate the requirement that at least three members of the
Board of Directors be independent directors; (iii) eliminate the staggered Board
of Directors; and (iv) eliminate provisions giving Tamarix Investors LDC
("TAMARIX") the right, under certain circumstances, to nominate members of the
various classes of directors. Each of these proposals may be voted on
separately, but the approval of each of them is conditioned upon the approval of
them all. See Exhibit A.
<PAGE>
PROPOSAL NO. 1
TO ESTABLISH THE SIZE OF THE BOARD
The Board proposes to amend the Articles of Incorporation to eliminate
provisions fixing the minimum number of directors under certain circumstances.
PROPOSAL NO. 2
TO ELIMINATE THE REQUIREMENT FOR AT LEAST THREE INDEPENDENT DIRECTORS
The Board proposes to amend the Articles of Incorporation to eliminate the
requirement that at least three members of the Board of Directors be independent
directors.
PROPOSAL NO. 3
TO ELIMINATE A STAGGERED BOARD OF THREE CLASSES
The Board proposes to amend the Articles of Incorporation to eliminate the
staggered Board of Directors, and to provide for the Board to consist of a
single class being elected each year.
PROPOSAL NO. 4
TO ELIMINATE PROVISIONS ENTITLING TAMARIX TO NOMINATE UP TO THREE DIRECTORS
The Board proposes to amend the Articles of Incorporation to eliminate
provisions giving Tamarix the right under certain circumstances to nominate
members of the various classes of directors.
PURPOSES AND EFFECTS OF THE AMENDMENTS TO THE ARTICLES OF INCORPORATION
On May 2, 1997, pursuant to an agreement between Tamarix and Finprogetti,
S.p.A. ("FINPROGETTI") dated March 7, 1997 (the "TAMARIX/FINPROGETTI ACQUISITION
AGREEMENT"), Finprogetti sold to Tamarix 1,000,000 shares of the Company's
Common Stock owned by Finprogetti. Tamarix and Finprogetti agreed that
Finprogetti would have a put right and Tamarix would have a call right with
respect to an additional 635,000 shares of Common Stock owned by Finprogetti.
Tamarix assigned to Gianni Bulgari its rights and obligations as to 317,500
shares in February, 1999, who subsequently acquired such shares from
Finprogetti.
In connection with the Tamarix/Finprogetti Acquisition Agreement, pursuant
to an agreement, dated April 8,1997, by and between the Company and Tamarix
Capital Corporation (the "INDUCEMENT AGREEMENT"), the Company amended its
By-Laws and following shareholder approval at the Annual Meeting of Shareholders
on December 9, 1997, the Articles of Incorporation of the Company were amended
to provide (i) for a staggered Board of Directors which includes one or more
persons nominated by Tamarix in each of the three classes, (ii) for a
representative of Tamarix to be Chairman of the Board of the Company, and
(iii) that the Board of Directors be expanded and limited to not more than 11
members, under certain circumstances, and otherwise to be limited to 10 members,
such Board to include three Tamarix nominees and an additional three independent
directors who are experienced in business matters and otherwise reasonably
acceptable to Tamarix. These amendments were all included in individual
paragraphs of Article 5 of the Articles of Incorporation and together constitute
substantially all of Article 5.
On March 9, 1999, Tamarix distributed to entities controlled by two of its
principals, Gianni Bulgari and Emanuel Arbib, 634,921 shares of common stock of
the Company theretofore owned by Tamarix pursuant to a December 1998 amendment
to an agreement among the Tamarix shareholders. In connection with the
resolution of certain disputes between Mr. Bulgari and the Company,
Messrs. Mark Hauser, Bulgari, Arbib, William Spier and Howard Chase entered into
an agreement on September 21, 1999 (the
2
<PAGE>
"SETTLEMENT AGREEMENT") with the Company providing that among other things, the
Company would propose for election the director nominees described in this Proxy
Statement under Proposal 5 and would vote their shares of the Company in support
of the election of such persons and the proposed amendments to the Articles of
Incorporation set forth in Proposals 1 through 4. The parties to the Settlement
Agreement beneficially own, in the aggregate, approximately 58.4% of the
outstanding shares of Common Stock of the Company. See "Principal Security
Holders". The Settlement Agreement was approved by the Board of Directors after
determining that it was in the Company's best interests.
The amendments which have been submitted as Proposals 1 through 4 are
intended to eliminate the governance changes in the Articles of Incorporation
which had been adopted in 1997 to assure Tamarix's continued participation in
the governance of the Company. These provisions are inconsistent with the terms
of the Settlement Agreement. As a result of the amendments it is anticipated
that it may be easier to effect a change in a majority of the members of the
Board of Directors.
The Company's By-Laws have also been amended, subject to approval of
Proposals 1 through 4, to eliminate all amendments adopted in accordance with
the Inducement Agreement granting special rights to Tamarix.
Proposal 5 is dependent upon the adoption of Proposal 3 eliminating a
staggered Board of Directors. Based on the commitments of the parties to the
Settlement Agreement to vote in favor of Proposals 1 through 4, it is
anticipated that Proposals 1 through 4 will be adopted and that therefore no
alternative Proposal relating to the election of Directors is presented.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF PROPOSALS 1
THROUGH 4 AND THE ELECTION OF DIRECTORS AS PROVIDED IN PROPOSAL 5.
PROPOSAL NO. 5:
ELECTION OF DIRECTORS
Unless otherwise specified, the Proxy will be voted for each of the nominees
named below as a Director. Each such nominee shall serve until the 2000 Annual
Meeting of Shareholders and until their successors shall be elected and shall
qualify. Each nominee has been nominated in accordance with the terms of the
Settlement Agreement. Management has no reason to believe that any of such
nominees will be unable to serve as a Director. In the event, however, that any
of them shall be unable to serve as a Director by reason of death, incapacity or
for any other reason, or for good cause will not serve, the appointees named in
the Proxy reserve the right to substitute another person of their choice as
nominee, in his place and stead, or to vote for such lesser number of Directors
as may be prescribed by the Board of Directors in accordance with the Company's
By-Laws.
The seven nominees for director, their positions with the Company, their
term of office and their business background are as follows:
<TABLE>
<S> <C> <C>
Emanuel Arbib........................ 33 Director and member of the Executive Committee; Chief
Financial Officer of the Company
Gianni Bulgari....................... 63 Nominee
Duncan Chapman(1).................... 46 Nominee
Howard E. Chase...................... 63 Director and member of the Executive Committee; Chairman
of the Board of Directors
Andrea Della Valle(2)................ 41 Nominee
Mark S. Hauser....................... 42 Director and member of the Executive Committee;
President and Chief Executive Officer of the Company
Mark B. Segall (2)................... 37 Nominee and Secretary
</TABLE>
- ------------------------
(1) Independent director nominated by Mark Hauser in accordance with the
provisions of the Settlement Agreement.
(2) Independent director nominated by Gianni Bulgari in accordance with the
provisions of the Settlement Agreement.
3
<PAGE>
Emanuel Arbib has been a Director of the Company since 1997, and is a
director of Moto Guzzi Corporation, a majority-owned subsidiary of the Company.
He is the Managing Director of Capital Management Ltd, an international money
management firm based in Jersey, Channel Islands. He is also the co-founder and
Managing Director of Global Investment Advisors, a London-based investment
company. Since June 1998, he has served as a director and Chief Executive
Officer of Integrated Asset Management plc., a U.K. publicly traded company.
Since January 1996, he has served as managing Director of BioSafe Europe, an
affiliate of BioSafe International Inc., a publicly traded company engaged in
waste management and landfill reclamation. From September 1996 until
November 1997, he served as a director of International Capital Growth Ltd., and
its European subsidiary Capital Growth (Europe) Ltd., investment banking firms.
From 1990 until 1991, Mr. Arbib headed the Italian desk for Eurobond sales at
Prudential Bache Securities (UK) Ltd.
Gianni Bulgari was Chairman of the Board of FILA Holdings, S.p.A., maker of
sportswear, from 1989 until 1998. From 1966 until 1987 he served as a Chairman
of the Board and Chief Executive Officer of "BULGARI", a family-owned jewelry
business.
Duncan Chapman has been a principal at Butler, Chapman & Co., a private New
York-based investment banking firm for more than the past five years.
Howard E. Chase has served as a Director of the Company since 1971, as
Chairman of the Board and Secretary of the Company until September 1999, as
Company counsel from 1971 until September 1995 and as President and Chief
Executive Officer of the Company from October 1995 until March 1998. He is also
a director of Moto Guzzi Corporation. He has also served as Vice-President of
the Company from 1986 to October 1995; a partner of Morrison Cohen Singer &
Weinstein, LLP from April 1984 until September 1995; a director of Thoratec
Laboratories, Inc., a Nasdaq-traded company since 1987 and a director of Moto
Guzzi Corporation. He is currently the President of Carret Holding, Inc.,
formerly Matrix Global Investments, Inc., an investment management company.
Andrea Della Valle has served as Executive Director for Lehman Brothers
(Milan) since 1988. From 1986 until 1988 he served as director for Lehman
Brothers (Switzerland).
Mark S. Hauser has served as a Director of the Company since 1997, and since
March 8, 1999, has been the Executive Chairman of Moto Guzzi Corporation. He is
an attorney and a founder and Managing Director of Tamarix Capital Corporation,
a New York-based merchant and investment banking firm. Between 1986 and 1990,
Mr. Hauser was Managing Director of Ocean Capital Corporation, an international
investment banking firm. In 1991, Mr. Hauser founded Hauser, Richards & Company,
also an international investment banking firm. He currently serves as a director
of Integrated Technologies of Israel, Ltd., a joint venture of an investment
group and Israel Aircraft Industries, and of International Language
Communications, Inc., a multilingual communications services company.
Mark B. Segall has been a partner at Kramer Levin Naftalis & Frankel LLP, a
New York law firm for more than the past five years. Commencing in October 1999
he will be a Senior Vice President and the General Counsel at Investec Ernst &
Company. Until the end of September 1999, the law firm of Kramer Levin
Naftalis & Frankel LLP provided legal services to Gianni Bulgari in connection
with the Settlement Agreement by and among TRG, Mark Hauser, Gianni Bulgari,
Howard Chase, Emanuel Arbib and William Spier. Prior to that Kramer Levin
provided advice to Ixion LDC (which was controlled by Gianni Bulgari and Emanuel
Arbib), an affiliate of Tamarix Investors LDC, an affiliate of Mark Hauser,
Gianni Bulgari, Emanuel Arbib and William Spier.
4
<PAGE>
The Board of Directors established an Audit Committee in 1995, which
currently consists of Howard E. Chase and Deborah S. Novick, a director who is
not standing for re-election to the Board. The Audit Committee is charged with
the responsibility to review the performance of the independent accountants as
auditors for the Company, discuss and review the scope and the fees of the
prospective annual audit, review with the auditors the corporate accounting
practices and policies and recommend to whom reports should be submitted within
the Company, review their final report with the auditors, review with the
auditors overall accounting and financial controls, and be available to the
auditors during the year for consultation purposes. In addition, the Audit
Committee is charged with conducting an appropriate review of all related party
transactions on an ongoing basis and a review of potential conflict of interest
situations. The Board of Directors has established a Compensation Committee
which is charged with the responsibility to review and make recommendations to
the Board regarding salaries, compensation and benefits of executive officers
and key employees of the Company. All of the current members of the Board of
Directors attended at least 75% of the meetings held in each of 1997 and 1998.
Non-employee directors will be compensated for their services as such, at the
rate of $4,000 per year.
PRINCIPAL SECURITY HOLDERS
The following table sets forth certain information concerning the beneficial
ownership of Common Stock as of November 9, 1999 by (i) each person who is known
by the Company to own beneficially 5% or more of the Common Stock, (ii) each of
the Company's directors, nominees for directors, and Named Executive Officers,
and (iii) all directors and executive officers as a group. Unless otherwise
indicated, each person in the table has sole voting and investment power with
respect to the shares shown.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER * BENEFICIALLY OWNED BENEFICIALLY OWNED
- -------------------------------------- ------------------ ------------------
<S> <C> <C>
Mark S. Hauser.............................................. 1,571,866(1)(2) 30.3
Gianni Bulgari.............................................. 1,468,827(2)(3) 30.6
Emanuel Arbib............................................... 475,972(2)(4) 10.0
William Spier............................................... 27,917(5) *
Howard E. Chase............................................. 150,000(6) 3.3
Albino Collini.............................................. 173,972(7) 3.9
Mario Tozzi-Condivi......................................... 50,000(8) 1.1
Domenico Costa.............................................. 40,000(8) **
Giovanni Caronia............................................ 12,500(8) **
Deborah S. Novick........................................... 11,250(8) **
Nick Speyer................................................. 40,000(8) **
Duncan Chapman.............................................. -- **
Andrea Della Valle.......................................... -- **
Mark B. Segall.............................................. -- **
All directors and officers and nominees as a group.......... 4,022,304 64.3
</TABLE>
- ----------------------------------
* Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "COMMISSION") and generally includes
voting or investment power with respect to securities. Shares of Common
Stock issuable upon the exercise of options or warrants currently
exercisable, or exercisable or convertible within 60 days, are deemed
outstanding for computing the percentage ownership of the person holding
such options or warrants but are not deemed outstanding for computing the
percentage ownership of any other person.
** Less than one percent.
(1) Includes warrants to purchase 500,000 shares owned of record by
Azzurra, Inc., a Delaware corporation controlled by Mr. Hauser, 365,079
shares owned of record by Tamarix Investors, LDC, a Cayman Islands limited
duration company controlled by Mr. Hauser, 317,500 shares which Tamarix is
required to purchase from Finprogetti, S.p.A., presently exercisable options
to purchase 137,717 shares and 121,370 presently exercisable options and
warrants owned by other entities controlled by Mr. Hauser. Until the
purchase from Finprogetti is completed, Finprogetti is a beneficial owner of
317,740 shares.
(2) As part of a reporting group, Mark Hauser, Tamarix Investors, Azzurra,
Gianni Bulgari and Emanuel Arbib report beneficial ownership of 3,256,748
shares, consisting of 2,062,831 shares and warrants and options to purchase
an additional 1,412,834 shares. Such group reports beneficial ownership of
59.59% of all shares outstanding on a diluted basis pursuant to
Regulation 13D-G under the Securities Exchange Act of 1934, as amended.
(3) Includes warrants to purchase 381,067 shares from the Company.
(4) Includes warrants to purchase 264,563 shares owned of record by entities
controlled by Mr. Arbib and presently exercisable options held by Mr. Arbib
to purchase 65,000 shares.
(5) Includes 12,917 presently exercisable options.
(6) Includes 140,000 presently exercisable options.
(7) Includes 50,000 presently exercisable options.
(8) Represents presently exercisable options.
5
<PAGE>
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the three fiscal years ended December 31,
1998, 1997 and 1996 the cash compensation paid or accrued for those years to the
President of the Company and each of the other five most highly compensated
executive officers of the Company other than the President whose aggregate
annual salary and bonus exceed $100,000 for the Company's last fiscal year
("NAMED EXECUTIVE OFFICERS") in all the capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
ANNUAL OTHER -----------------------------
COMPENSATION ANNUAL RESTRICTED OPTIONS/
NAME AND PRINCIPAL POSITION YEAR SALARY (LIT./$)(1) COMPENSATION STOCK SARS(#)(4)
- --------------------------- -------- ------------------ ----------------- ----------------- ----------
<S> <C> <C> <C> <C> <C>
Mark S. Hauser............ 1998 Lit. 176,641,000/ Lit. 864,432,000/ 130,000
President and Chief ($106,667) ($552,000)
Executive Officer since
March 1998
Emanuel Arbib............. 1998 Lit. 110,400,552/ -0- Lit. 501,451,380/ 65,000
Chief Financial Officer ($66,667) ($301,172)
since March 1998
Howard E. Chase........... 1996 Lit. 573,750,000/ -0- -0-
President and Chief ($346,467)
Executive Officer from 1997 Lit. 662,919,000/ -0- -0-
October, 1995 until ($400,313)
March, 1998 1998 Lit. 414,000,000/ -0- -0-
($250,000)
Albino Collini(2)......... 1996 Lit. 382,500,000/ Lit. 88,450,000/ -0-
Executive Vice President ($230,978) ($53,412)
from October, 1995 until 1997 Lit. 410,197,000/ Lit. 88,450,000/ -0-
March 1998 ($247,704) ($53,412)
1998 Lit. 381,150,000/ Lit. 82,800,000/ -0-
($230,163) ($50,000)
Mario Tozzi-Condivi(3).... 1996 Lit. 283,050,000/ -0- -0-
Vice Chairman from ($170,924)
October, 1995 until March 1997 Lit. 316,209,000/ -0- -0-
1998 ($190,948)
1998 Lit. 199,830,000/ Lit. 89,813,999/ -0-
($120,670) ($54,235)
Domenico Costa............ 1996 Lit. 240,000,000/ -0- -0-
President of T.I.M. ($144,144)
1997 Lit. 240,000,000/ -0- -0-
($144,144)
1998 Lit. 412,000,000/ -0- -0-
($248,792)
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
ANNUAL OTHER -----------------------------
COMPENSATION ANNUAL RESTRICTED OPTIONS/
NAME AND PRINCIPAL POSITION YEAR SALARY (LIT./$)(1) COMPENSATION STOCK SARS(#)(4)
- --------------------------- -------- ------------------ ----------------- ----------------- ----------
<S> <C> <C> <C> <C> <C>
Oscar Cecchinato.......... 1997 Lit. 300,000,000/ Lit. 45,000,000/ -0-
Former Managing Director ($181,159) ($27,174)
of Moto Guzzi from April 1998 Lit. 294,000,000/ -0-
1997 until September 1998 ($177,536)
</TABLE>
- ------------------------
The aggregate amount of all perquisites and other personal benefits paid to
each of the Named Executive Officers did not exceed the greater of $50,000
or 10% of such Officer's salary.
(1) Lire amounts have been converted to dollars at the rate of 1,656 lire per
U.S. Dollar, the approximate rate in effect on December 31, 1998.
(2) Does not include Lit. 376,767,000 ($227,516) received in respect of a
certain T.I.M. engagement predating the Company's acquisition of T.I.M. as
part of the Finprogetti Acquisition.
(3) The above amounts plus expenses were paid to Como Consultants Limited, an
Isle of Jersey company, which provides the Company with the services of
Mr. Tozzi-Condivi. No other form of compensation was paid to Como
Consultants or to Mr. Tozzi-Condivi.
(4) See "Options/SARs Repricing," below.
EMPLOYMENT CONTRACTS
On March 18, 1998, the Board of Directors approved a three year employment
contract commencing May 1, 1998 with Mark S. Hauser as President and Chief
Executive Officer, a three year consulting contract commencing May 1, 1998 with
Emanuel M. Arbib as Chief Financial Officer and a one year, renewable agreement
commencing May 1, 1998 with Tamarix Capital Corporation, a company controlled by
Mr. Hauser, which supercedes a prior existing contract, for provision of
merchant banking services to the Company. The agreement with Tamarix Capital
Corporation has expired. The employment agreement with Mr. Hauser, which was
amended on July 15, 1999, and the consulting agreement with Mr. Arbib, which was
amended on July 6, 1999, have been further amended, as described below, in
connection with the Settlement Agreement.
The terms of the employment agreement with Mr. Hauser provided for
compensation of $160,000 per year and the issue of 130,000 shares of the
Company's common stock with contractual transfer restrictions lapsing as to
one-third thereof on each of December 31, 1998, 1999 and 2000 and the granting
of 130,000 options exercisable at $5.00.
Cash compensation under the contract with Tamarix Capital Corporation and
the employment agreement with Mr. Hauser was originally payable only when the
Company had sufficient cash to meet its financial commitments for the following
12 months and no cash compensation under the agreements was paid in 1998. Those
restrictions were removed in 1999 but the Company has not yet commenced payment
of any of the accrued compensation. Mr. Hauser is also engaged as Executive
Chairman of Moto Guzzi Corporation at a salary of $90,000 per year plus
reimbursement of expenses and the grant of stock options.
Under the terms of the consulting agreement with Mr. Arbib, Mr. Arbib was
entitled to compensation of $100,000 per year and the issue of 75,000 shares of
the Company with contractual transfer restrictions lapsing as to one-third
thereof on each of December 31, 1998, 1999 and 2000 and 65,000 options
exercisable at $5.00. Cash compensation under the employment agreement was
originally deferred and accrued and no cash compensation under the agreement was
paid in 1998. The Company has determined that the conditions to terminate the
deferral have been satisfied but has not yet commenced payment of any of the
accrued compensation. Mr. Arbib is also engaged as a financial consultant to
Moto Guzzi
7
<PAGE>
Corporation at compensation of $30,000 per year plus reimbursement of expenses
and the grant of stock options.
Messrs. Howard E. Chase, Albino Collini and Domenico Costa had been engaged
as executive officers of the Company or one of its subsidiaries under multi-year
employment agreements which were terminated by mutual agreement effective
December 1, 1997. Messrs. Collini and Costa continue to serve as executive
employees on an at-will basis, each at a base salary of Lit. 267 million.
Mr. Chase is also engaged as Special Counsel to Moto Guzzi Corporation at annual
compensation of $60,000 plus reimbursement of expenses. Effective in June 1997,
the Company engaged a consulting company to provide the services of Oscar
Cecchinato as Managing Director of Moto Guzzi for a three year period at an
annual base compensation of Lit. 400 million. Mr. Cecchinato's services and his
agreement were terminated in September 1998.
The compensation of the Named Executive Officers in 1998 was the result of
the negotiated employment agreements described above, and not the implementation
of a compensation policy.
In connection with the Settlement Agreement, the Company amended the
employment agreement with Mark Hauser and the consulting agreement with Emanuel
Arbib. The agreements provide for Messrs. Hauser and Arbib serving as Co-Chief
Executive Officers of the Company. The amendment also provides as follows:
"1) The Employment Agreement and Consulting Agreement shall continue in
full force and effect with continued payment of salary, grants of stock and
options and provision of benefits until the Company is liquidated or
dissolved or all or substantially all of its assets are sold; PROVIDED,
HOWEVER, that commencing on March 25, 2001, all payments of salary, grants
of stock and options and provision of benefits pursuant to the Employment
Agreement and the Consulting Agreement will continue to be paid and granted
at the rate specified in the Employment and Consulting Agreement on a per
diem basis until such date the Company is liquidated or dissolved or all or
substantially all of its assets are sold."
OPTION/SAR GRANTS IN LAST FISCAL YEAR
During the year ended December 31, 1998, options to purchase 130,000 shares
were granted to Mr. Hauser, and options to purchase 65,000 shares were granted
to Mr. Arbib. Additionally, options were granted to the then Named Executive
Officers in replacement for the cancellation of a greater number of options
previously granted. Mr. Chase was granted options to purchase 140,000 shares,
Mr. Collini options for 50,000 shares and Mr. Costa 40,000 shares.
STOCK OPTION REPRICING
In 1998, the Company canceled stock options previously granted to the
following Named Executive Officers, at an exercise price of $12.26 and issued
new options at an exercise price of $5 per share, the then current market price
of the Company's common stock:
<TABLE>
<CAPTION>
NO. OF OPTIONS NO. OF OPTIONS
NAME CANCELED GRANTED
- ---- -------------- --------------
<S> <C> <C>
Howard E. Chase................................... 300,000 140,000
Albino Collini.................................... 150,000 50,000
Mario Tozzi-Condivi............................... 200,000 50,000
Domenico Costa.................................... 60,000 40,000
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table summarizes the number of exercisable and unexercisable
options held by the Named Executive Officers at the end of 1998. None of the
unexercised options held by the Named
8
<PAGE>
Executive Officers at the end of 1998 were exercisable at a price equal to or
less than the market price of the Common Stock on the date of issuance.
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING UNEXERCISED
OPTIONS/SARS
NUMBER OF SHARES AT FISCAL YEAR-END
ACQUIRED ---------------------------
NAME ON EXERCISE(1) EXERCISABLE UNEXERCISABLE
- ---- ---------------- ----------- -------------
<S> <C> <C> <C>
Mark S. Hauser........................................ -- 94,584 42,222
Emanuel Arbib......................................... -- 51,250 21,667
Howard E. Chase....................................... -- 93,333 46,667
Mario Tozzi Condivi................................... -- 50,000 --
Albino Collini........................................ -- 33,333 16,667
Domenico Costa........................................ -- 26,667 13,333
Oscar Cecchinato...................................... -- -- --
</TABLE>
- ------------------------
(1) None of the Named Executive Officers exercised any stock options in 1998.
COMPENSATION OF DIRECTORS
Non-employee members of the Board of Directors of the Company will each be
paid $4,000 per year by the Company for services rendered in their capacity as
such and will receive automatic grants of stock options. See "Stock Option
Plans--1995 Directors' Plan." Officers of the Company or its subsidiaries who
are members of the Board of Directors of the Company and employees receive
compensation for services rendered in their capacities as officers only, and may
be entitled to discretionary grants of stock options.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Board of Directors established a compensation committee on
October 28, 1995, but it has not convened. The Company and each of its
subsidiaries has, to date, addressed all compensation issues through its or
their respective boards of directors. Of the present members of the Board of
Directors, Messrs. Hauser, Arbib, Chase, Collini and Tozzi-Condivi served as
executive officers and/or employees of the Company and/or one or more of the
Company's subsidiaries in 1998.
Each of Messrs. Tozzi-Condivi, Chase, Hauser and Arbib engaged in
transactions with the Company during 1998 in addition to serving as a director
and/or officer of the Company. See "Certain Relationships and Related
Transactions" below.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Como Consultants Limited, an Isle of Jersey company which employs Mario
Tozzi-Condivi, a Director of the Company and its Vice-Chairman, was paid
$174,905 in 1998 for consulting services rendered to the Company.
Mr. Mark Hauser and Mr. William Spier, who became directors of the Company
upon consummation of the Tamarix/Finprogetti Acquisition Agreement, were
Managing Directors of Tamarix Capital Corporation in 1998. See "Summary
Compensation Table--Employment Contracts" for a description of various
agreements between the Company and each of Messrs. Hauser and Arbib.
Upon consummation of the Tamarix/Finprogetti Acquisition Agreement, Tamarix
Capital Corporation, an affiliate of Tamarix, was retained by the Company as a
financial advisor for a period of three years at an annual fee of $200,000
payable in quarterly installments. By mutual agreement, in the first quarter of
1998, that agreement was terminated. Tamarix Capital Corporation thereafter
served for one year as an advisor to the Company at a fee, inclusive of
reimbursement for expenses, of $90,000. Additionally, 32,000 shares of Common
Stock, subject to a one-year transfer restriction, were issued to Tamarix
Capital
9
<PAGE>
Corporation, which were subsequently transferred to two former employees of
Tamarix Capital Corporation, and options to acquire 17,000 shares of Common
Stock were granted at an exercise price of $5 per share beginning one year from
the date of grant. Centaurus, the Manager of Tamarix, was separately granted
warrants to purchase 1,250,000 shares of Common Stock as an inducement for
Tamarix to agree to acquire the shares from Finprogetti and to abstain from
transferring such shares for a stated period of time. Messrs. Hauser and Arbib
collectively controlled Centaurus in 1998. Centaurus currently is controlled by
Mr. Hauser. Warrants to purchase 500,000 of such shares were transferred by
Centaurus to Ixion, LDC, an entity affiliated with Mr. Arbib and warrants to
purchase 500,000 such shares were transferred to Azzurra, Inc., an entity
affiliated with Mr. Hauser. Ixion transferred 250,000 such warrants in 1999 to
Gianni Bulgari, and the other 250,000 such warrants to another entity controlled
by Mr. Arbib.
All transactions between the Company and its officers, directors, principal
shareholders or other affiliates have been on terms no less favorable than those
that are generally available from unaffiliated third parties. Any such future
transactions will be on terms no less favorable to the Company than could be
obtained from an unaffiliated third party on an arm's-length basis and will be
approved by a majority of the Company's independent and disinterested directors.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
12/01/93 12/01/94 12/01/95 12/01/96 12/01/97 12/01/98
<S> <C> <C> <C> <C> <C> <C>
Trident RowanGroup, Inc. 100 463 519 456 239 272
Dow Jones Equity market 100 101 139 172 229 294
Dow Jones Other Recreational Products 100 105 138 166 205 226
Nasdaq Non-Financial 100 96 134 163 191 280
</TABLE>
10
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on a review of the Forms 3, 4 and 5 which have been filed with the
Securities and Exchange Commission with respect to transactions which occurred
in 1998, it appears that the following officers and/or directors of the Company
did not comply with Section 16 reporting requirements:
<TABLE>
<S> <C>
Emanuel Arbib: as to options to purchase 65,000 shares granted in
March 1998;
Nicola Caiola: as to options to purchase 5,000 shares granted in
January 1998;
Giovanni Caronia: as to options to purchase 5,000 shares granted in
January 1998;
Howard E. Chase: as to options to purchase 140,000 shares granted, and the
cancellation of options to purchase 300,000 shares in
March 1998;
Albino Collini: as to options to purchase 50,000 shares granted, and the
cancellation of options to purchase 150,000 shares in
March 1998;
Mario Tozzi-Condivi: as to options to purchase 50,000 shares granted, and the
cancellation of options to purchase 200,000 shares in
March 1998;
Domenico Costa: as to options to purchase 40,000 shares granted, and the
cancellation of options to purchase 60,000 shares in
March 1998;
Mark S. Hauser: as to options to purchase 130,000 shares granted in
March 1998, the issuance of 32,000 shares to an affiliated
entity and the grant to the entity of options to purchase an
additional 17,000 shares;
Deborah S. Novick: as to options to purchase 5,000 shares granted in
January 1998; and
William Spier: as to options to purchase 5,000 shares granted in
January 1998.
</TABLE>
SHAREHOLDER PROPOSALS AT THE COMPANY'S NEXT ANNUAL MEETING OF SHAREHOLDERS
Shareholders of the Company who intend to submit proposals to the Company's
shareholders at the Company's next annual meeting of shareholders must submit
such proposals to the Company so that it is received no later than August 6,
2000, 120 days before the anticipated date of mailing of the proxy statement for
such meeting. Shareholder proposals should be submitted to Secretary, Trident
Rowan Group, Inc. Two Worlds Fair Drive, Somerset, New Jersey 08873.
ADDITIONAL INFORMATION
Upon the written request of any stockholder, the Company will provide,
without charge, a copy of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998. Written requests for such report should be
directed to the Office Administrator of the Company, Trident Rowan Group, Inc.
Two Worlds Fair Drive, Somerset, New Jersey 08873.
OTHER MATTERS
Management knows of no other matters to be presented at the Annual Meeting.
If any other matter does properly come before the Annual Meeting, the appointees
named in the Proxy will vote the Proxy in accordance with their best judgment.
By Order of the Board of Directors
Mark B. Segall
--------------------------------------
SECRETARY
<TABLE>
<S> <C>
Dated: Somerset, New Jersey
November 10, 1999
</TABLE>
11
<PAGE>
EXHIBIT A
Article 5 of the Company's Articles of Incorporation shall be amended to
read in its entirety as follows:
"5. The number of directors of the Corporation shall be such as shall be
fixed from time to time by, or in the manner provided in the By-laws."
12
<PAGE>
FORM OF PROXY
TRIDENT ROWAN GROUP, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL
MEETING OF SHAREHOLDERS OF TRIDENT ROWAN GROUP, INC.
The undersigned acknowledges receipt of a Notice of Annual Meeting and of
accompanying Proxy Statement and hereby appoints Mark B. Segall and Cheryl
Prongay, and either of them, proxies with several powers of substitution, to
vote the shares of Trident Rowan Group, Inc. (the "Company"), standing in the
name of the undersigned at the Annual Meeting of Shareholders of the Company, to
be held on December 6, 1999, or at any adjournment thereof, as indicated upon
the following matters as described in the Notice of Meeting and accompanying
Proxy Statement:
1. To amend the Company's Articles of Incorporation to eliminate provisions
fixing the minimum number of directors under certain circumstances.
/ / FOR / / AGAINST / / ABSTAIN
2. To amend the Company's Articles of Incorporation to eliminate the
requirement that at least three members of the Board of Directors be independent
directors.
/ / FOR / / AGAINST / / ABSTAIN
3. To amend the Company's Articles of Incorporation to eliminate the
staggered Board of Directors and to provide for the Board to consist of a single
class being elected each year.
/ / FOR / / AGAINST / / ABSTAIN
4. To amend the Company's Articles of Incorporation to eliminate provisions
giving Tamarix Investors LDC the right under certain circumstances to nominate
members of the various classes of directors.
/ / FOR / / AGAINST / / ABSTAIN
<PAGE>
5. To elect the following seven persons to the Board of Directors to serve
until the Company's 2000 Annual Meeting and until their successors shall be
elected and shall qualify:
<TABLE>
<CAPTION>
<S> <C> <C>
Emanuel Arbib Duncan Chapman Mark S. Hauser
Gianni Bulgari Howard E. Chase Mark B. Segall
Andrea Della Valle
</TABLE>
/ / FOR / / AGAINST / / ABSTAIN
6. To act upon any other business that may properly come before the meeting
or any adjournment thereof according to the number of votes and as fully as the
undersigned would be entitled to vote if personally present, hereby revoking any
prior proxy or proxies. If more than one of the above-named proxies shall be
present in person or by substitute, both of the proxies so present and voting
shall have and may exercise all the powers hereby granted.
IF NO INSTRUCTION IS INDICATED, SAID PROXIES WILL VOTE "FOR" THE PROPOSALS
REFERRED TO IN ITEMS 1-5 AND WILL USE THEIR DISCRETION WITH RESPECT TO ANY
MATTERS REFERRED TO IN ITEM 6.
Dated ______________________, 1999
(Please Date)
Signature(s):
_______________________________________
_______________________________________
(Please sign under name exactly as it
appears to left)
