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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 8 - K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) MARCH 5, 1999
TRIDENT ROWAN GROUP, INC.
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(Exact name of registrant as specified in charter)
MARYLAND 0-2642 52-0466460
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
TWO WORLDS FAIR DRIVE, SOMERSET, NEW JERSEY 08873
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (732) 868-9000
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On March 5, 1999, the registrant's Moto Guzzi Corp. subsidiary ("Guzzi
Corp.") merged into North Atlantic Acquisition Corp. ("NAAC") pursuant to an
Agreement and Plan of Merger dated as of August 18, 1998, as amended on December
3, 1998, between and among the registrant, Guzzi Corp. and NAAC ("Merger
Agreement"). NAAC was the surviving corporation in the merger, and changed its
name to Moto Guzzi Corporation.
Pursuant to the Merger Agreement, NAAC issued to the holders of Guzzi
Corp.'s common and preferred stock holders an aggregate of 3,110,058 shares of
NAAC's Class A Common Stock, $.01 par value ("NAAC Common Stock") and warrants
to purchase an aggregate of 592,400 shares of NAAC Common Stock if certain
post-merger operating results are achieved, exercisable at $.01 per share.
Additionally, in exchange for the contribution to the capital of Guzzi Corp. by
the registrant's majority owned subsidiary, O.A.M. S.p.A. ("O.A.M.") of certain
intercompany indebtedness owed by Guzzi Corp., NAAC issued an additional 871,953
shares of NAAC Common Stock and warrants to purchase an additional 166,080
shares of NAAC Common Stock. Holders of existing Guzzi Corp. common stock
purchase warrants who cancelled such warrants received an aggregate of 209,815
shares of NAAC Common Stock and warrants to purchase a further 39,963 shares of
NAAC Common Stock. Persons who continue to hold warrants of the former Guzzi
Corp. may tender their warrants for cancellation until March 31, 1999 and will
thereupon receive their proportionate share of 8,183 shares of NAAC Common Stock
and of warrants to purchase an aggregate of 1,287 additional shares of NAAC
Common Stock.
An aggregate of 200,000 shares of NAAC Common Stock issuable in connection
with the merger has been placed in escrow as a fund against claims for breach of
representation or warranty of Guzzi Corp. or of the registrant, subject to
conditions and limitations on the assertion or payment of a claim. The escrow
fund will expire no later than March 2000, except in respect of any then-pending
claims.
Guzzi Corp. was, and Moto Guzzi Corporation is, the sole shareholder of
Moto Guzzi S.p.A., an Italian manufacturer, marketer and distributor of
performance and luxury motorcycles and motorcycle parts. Moto Guzzi S.p.A. is
the principal operating subsidiary of the registrant. As a result of the merger,
the registrant, through O.A.M., owns 76.4% of the issued and outstanding common
stock of Moto Guzzi Corporation, without giving effect to the exercise of any
outstanding warrants or options.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
EXHIBIT DESCRIPTION
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10.1 Agreement and Plan of Merger and Reorganization dated as of
August 18, 1998 (without exhibits or schedules)*
10.2 First Amendment to Agreement and Plan of Merger and
Reorganization dated as of December 3, 1998 (without exhibits
or schedules)*
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*Filed with Current Report on Form 8-K dated December 8, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: March 11, 1999
TRIDENT ROWAN GROUP, INC.
By: /s/ MARK S. HAUSER
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Mark S. Hauser
President
By: /s/ HOWARD E. CHASE
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Howard E. Chase
Secretary/Treasurer
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