SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 0-2642
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [_] Form 11-K [_] Form 20-F [_] Form 10-Q
[_] Form N-SAR
For Period Ended: December 31, 1999
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] 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:
PART I
REGISTRANT INFORMATION
TRIDENT ROWAN GROUP, INC.
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Full Name of Registrant
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Former Name if Applicable
Two Worlds Fair Drive
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Address of Principal Executive Office (Street and Number)
Somerset, New Jersey 08873
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City, State and Zip Code
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 box if appropriate.)
[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 Form 10-K, Form 20-F, Form 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, 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 why the Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
In January 2000, the Registrant, the indirect majority shareholder of
Moto Guzzi Corporation ("Moto Guzzi"), engaged Banca di Intermediazione
Mobiliare IMI S.p.A. ("IMI"), a leading Italian investment bank, to pursue
strategic alternatives to enhance shareholder value in its shareholding in Moto
Guzzi. The ensuing process has necessitated significant time involvement of the
financial staff of the Registrant to collaborate with IMI, resulting in delays
in completion of year end accounting procedures. The Registrant believes at this
time that the subject Annual Report on Form 10-K will be filed within the grace
period provided for under Rule 12b-25.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mark Hauser (212) 644-4441
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
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.
See Attachment I.
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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: March 30, 2000 By: /s/ Mark Hauser
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Name: Mark Hauser
Title: Co-Chief Executive Officer
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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
(Form 12b-25-07/98)
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Attachment I
The results of operations for the year ended December 31, 1999 compared
to the year ended December 31, 1998 reflect the following significant changes:
Moto Cycle Segment
Net sales increased by 7.6 % from Lit. 83.8 billion in 1998 to Lit. 87.1 billion
in 1999. Unit sales increased by 11.1% to 6,275 in the year ended December 31,
1999 compared to 5,647 in the year ended December 31, 1998. Average selling
prices declined as a result of product mix.
Gross margins decreased from Lit. 8.8 billion or 10.6% as an incidence of net
sales in the year ended December 31, 1998 to Lit. 7.6 billion, or 8.7 % in the
year ended December 31, 1999, due principally to lower average margins of the
mix of units sold in 1999.
Selling, general and administrative expenses increased from Lit. 16.0 billion in
the year ended December 31, 1998 to Lit. 20.5 billion in the year ended December
31, 1999, reflecting a new management team installed at Moto America and the
development of the U.S. sales network, additional marketing expense in Italy and
additional corporate costs related to the Registrant's public listing status as
well as costs in the fourth quarter related to ultimately unsuccessful
negotiations with a potential strategic partner.
Research and development costs fell from Lit. 4.3 billion in 1998 to Lit. 2.9
billion in 1999, reflecting lack of available finance. Moto Guzzi also expensed
Lit. 0.9 billion of tooling related to development projects in the fourth
quarter of 1999 reflecting curtailment of its development plans for financial
reasons. In 1998, Moto Guzzi incurred a reorganization charge of Lit. 4.1
billion relating to existing product and development project abandonment.
As a result of the above factors, the operating loss of Moto Guzzi for the year
ended December 31, 1999 increased to Lit. 16.6 billion compared to Lit. 15.6
billion for the year ended December 31, 1998.
Steel tube segment
Net sales decreased by 1.4% to Lit. 22.9 billion in 1999 compared to 1998,
principally reflecting difficult market conditions in the domestic market in the
first three quarters of 1999. The domestic market started to show signs of
recovery in the last quarter, with prices continuing the recovery started
earlier in the year. Margins increased in 1999 to Lit. 4.2 billion or 18.4% as
an incidence of sales from Lit. 3.3 billion or 14.3% of sales in 1999,
principally as a result of the recovery in sales prices. Selling, general and
administrative expenses increased from Lit. 2.3 billion in 1998 to Lit. 2.5
billion in 1999. As a result of the matters noted above, operating profits
increased by 66% from Lit. 1.0 billion in 1998 to Lit. 1.7 billion in 1999.
Impairment costs
In 1998, the Registrant recorded Lit. 2.7 billion of impairment costs in respect
of assets in the course of disposal. In the third quarter of 1999, the
Registrant recorded Lit. 0.5 billion of impairment cost in respect of the
disposal of land in Sardinia, Italy, which disposal was completed in the fourth
quarter.
As a result of the matters above, the Registrant will report a reduced operating
loss of approximately Lit. 20 billion in 1999 compared to the operating loss in
1998 of Lit. 22.2 billion.
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Gain on merger of subsidiary
As a result of the merger of Moto Guzzi Corp. into North Atlantic Acquisition
Corp. ("NAAC") as described in the Registrant's Interim Financial Statements
filed on form 10-Q as at September 30, 1999, the Registrant recorded a gain of
Lit. 25.8 billion (US$ 14.2 million) in the first quarter of 1999, including the
effects of the exchange of redeemable preferred stock of Moto Guzzi Corp. into
common stock of NAAC.
Net loss
As a result of the matters described above, and the effects of minority
interests in the losses of Moto Guzzi, the Registrant will report a net profit
for 1999 compared to a net loss of Lit. 25 billion in 1999.
The Registrant is still in the process of defining final estimates and analyses
for its financial statements for the year ended December 31, 1999, and the audit
of such financial statements is incomplete. The Registrant does not expect
material changes from the figures stated above.
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