SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Moto Guzzi Corporation
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
619819 10 5
-----------
(CUSIP Number)
Scott S. Rosenblum
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
--------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 25, 2000
-----------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following
box: |_|
Page 1 of 9 Pages
<PAGE>
SCHEDULE 13D/A
CUSIP No. 619819 10 5
- -------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trident Rowan Group, Inc.
- -------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
- -------------------------------------------------------------------------------
3) SEC USE ONLY
- -------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO (See Item 3)
- -------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[_]
- -------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
- -------------------------------------------------------------------------------
7) SOLE VOTING POWER
4,380,000
NUMBER ---------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY ---------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 4,380,000
REPORTING ---------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
- -------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,380,000
- -------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- -------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.3%
- -------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
HC
- -------------------------------------------------------------------------------
-2
<PAGE>
SCHEDULE 13D/A
- -------------------------------------------------------------------------------
CUSIP No. 619819 10 5
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OAM S.p.A
- -------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
- -------------------------------------------------------------------------------
3) SEC USE ONLY
- -------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO (See Item 3)
- -------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[_]
- -------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
- -------------------------------------------------------------------------------
7) SOLE VOTING POWER
3,680,000
NUMBER ----------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY ----------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 3,680,000
REPORTING ----------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
- -------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,680,000
- -------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- -------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.2%
- -------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
HC
- -------------------------------------------------------------------------------
-3-
<PAGE>
Amendment No. 1 to Schedule 13D
This Statement amends and supplements the following Items of the
Statement on Schedule 13D (the "Schedule 13D"), dated April 20, 1999, with
respect to the Common Stock, par value $.01 per share (the "Common Stock"), of
Moto Guzzi Corporation, a Delaware corporation (the "Issuer"). Notwithstanding
this Amendment No. 1, the Schedule 13D speaks as of its date. Capitalized terms
used herein without definition have the meanings assigned to them in the
Schedule 13D.
Item 2 of the Schedule 13D, "Identity and Background," is amended and restated
in its entirety as follows:
This Statement is being filed on behalf of Trident Rowan Group, Inc., a
Maryland corporation with a business address of Two Worlds Fair Drive, Somerset,
New Jersey 08873 ("TRG"), and its 84% subsidiary, OAM S.p.A., an Italian
corporation with a business address of Via Fieno 8, 20121 Milan, Italy ("OAM").
Identified below are all of the officers and directors of TRG and OAM.
EXCEPT AS PROVIDED IN ITEM 5 OF THIS STATEMENT, TRG AND OAM OFFICERS
AND DIRECTORS HAVE NO INDEPENDENT BENEFICIAL INTEREST IN THE ISSUER.
TRG:
<TABLE>
<CAPTION>
<S> <C> <C>
1. Name: Mark S. Hauser
Position: President, Co-CEO and Director
Present Principal Occupation: Managing Director of Tamarix Capital Corporation
Address: 445 Park Avenue, 6th Floor, New York, NY 10022
Citizenship: United States
2. Name: Emanual Arbib
Position: Co-CEO and Director
Present Principal Occupation: Managing Director of Global Investment Advisors
Address: 4 Hill Street, London, England WIX 7SU
Citizenship: United Kingdom
3. Name: Howard E. Chase
Position: Director
Present Principal Occupation: President and CEO of Carret Holding, Inc.
Address: Two Worlds Fair Drive, Somerset, NJ 08873
Citizenship: United States
4. Name: Gianni Bulgari
Position: Director
Present Principal Occupation: Self-employed
Address: Via Flaminia 334, 00196 Rome, Italy
Citizenship: Italy
5. Name: Duncan Chapman
Position: Director
Present Principal Occupation: Principal of Butler, Chapman & Co.
Address: 609 Fifth Avenue, New York, NY 10017
Citizenship: United States
6. Name: Andrea Della Valle
Position: Director
Present Principal Occupation: Executive Director of Lehman Brothers (Milan)
Address: Piazza del Carmine 4, 20121 Milan, Italy
Citizenship: Italy
-4-
<PAGE>
7. Name: Mark B. Segall
Position: Director
Present Principal Occupation: Senior Vice President, Investment Banking of
Investec Ernst & Company
Address: One Battery Park Plaza, New York, NY 10004
Citizenship: United States
OAM:
1. Name: Carlo Garavaglia
Position: President and Director
Present Principal Occupation: Partner, Studio Associato Legale Tributario
Address: Milan, Italy
Citizenship: Italy
2. Name: Mark S. Hauser
Position: Director
Present Principal Occupation: Managing Director of Tamarix Capital Corporation
Address: 445 Park Avenue, New York, NY 10022
Citizenship: United States
3. Name: Emanual Arbib
Position: Director
Present Principal Occupation: Managing Director of Global Investment Advisors
Address: 4 Hill Street, London, England WIX 7SU
Citizenship: United Kingdom
4. Name: Nick Speyer
Position: Director
Present Principal Occupation: CFO of Moto Guzzi Corporation
Address: 350 Park Avenue, New York, NY 10022
Citizenship: United Kingdom
5. Name: Carlo Previtali
Position: Director
Present Principal Occupation: Senior Officer of Consulta
Address: Milan, Italy
Citizenship: Italy
</TABLE>
During the past five years, to the best knowledge of each of TRG and
OAM, none of its executive officers or directors listed above has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which proceeding
he or she was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
-5-
<PAGE>
Item 3 of Schedule 13D, "Source and Amount of Funds or Other Consideration," is
amended and restated in its entirety as follows:
On March 5, 1999, TRG acquired indirect beneficial ownership of
3,360,000 shares of Common Stock in a merger of Moto Guzzi Corp., a Delaware
corporation and subsidiary of OAM, into North Atlantic Acquisition Corp., a
Delaware corporation ("NAAC"), in which shareholders of Moto Guzzi Corp.
received common stock and warrants in NAAC in exchange for their shares of Moto
Guzzi Corp. NAAC then changed its name to Moto Guzzi Corporation.
TRG acquired direct beneficial ownership of an additional 700,000
shares of Common Stock through the purchase of 35,000 shares of Series B 7%
Convertible Preferred Stock of the Issuer (the "Series B Preferred") in the
principal amount of $3,500,000, convertible at $5.00 per share. TRG purchased
the Series B Preferred pursuant to a subscription agreement between TRG and the
Issuer dated as of February 25, 2000. The aggregate purchase price for such
shares was $3,500,000 cash, comprised of the rollover of an advance to the
Issuer from TRG in January 2000. Such advance was funded out of the proceeds of
a December 1999 convertible debenture issue by TRG.
TRG acquired indirect beneficial ownership of an additional 320,000
shares of Common Stock through the purchase by OAM of 16,000 shares of Series B
Preferred in the principal amount of $1,600,000, convertible at $5.00 per share.
OAM purchased the Series B Preferred pursuant to a subscription agreement
between OAM and the Issuer dated as of February 25, 2000. The aggregate purchase
price for such shares was $1,600,000, comprised of the rollover of a Lit. 3.2
billion loan from OAM to the Issuer made in October 1998.
Item 4 of the Schedule 13D, "Purpose of the Transaction," is amended to add the
following:
The purpose of the acquisition of the Series B Preferred by TRG and OAM
was to make a capital investment in the Issuer, to be used by the Issuer to fund
the operations of its operating subsidiaries.
TRG has retained Banca di Intermediazione Mobiliare IMI Spa ("IMI"), a
leading Italian investment bank, to pursue strategic alternatives to enhance
shareholder value in its shareholding in the Issuer. IMI has been authorized to
consider, and is currently actively pursuing, a number of alternatives, which
may include strategic alliances, financings, mergers, and the sale of some or
all of the Issuer.
Except as disclosed in this Item 4, the Reporting Persons have no
current plans or proposals which relate to or would result in any of the events
described in Items (a) through (j) of the instructions to Item 4 of Schedule
13D.
Item 5 of the Schedule 13D, "Interest in Securities of the Issuer," is amended
and restated in its entirety as follows:
(a) and (b): TRG is a public company whose securities are registered
pursuant to Section 12(g) of the Securities and Exchange Act of 1934, as
amended, and information concerning persons who may have controlling interests
in TRG are a matter of public record. TRG owns all of the beneficial interest in
the Issuer reported in this Statement, other than in 700,000 shares of Common
Stock, through its 84% subsidiary OAM. As the controlling shareholder of OAM,
TRG may be deemed to beneficially own all of the shares beneficially held by
OAM. TRG directly owns beneficial interest in 700,000 shares of Common Stock of
the Issuer.
The directors and officers of TRG and OAM may be deemed to beneficially
own all of the shares beneficially held by TRG and OAM, respectively. In
addition, the following directors beneficially and independently own options to
purchase Common Stock of the Issuer:
Emanual Arbib 55,000 Options
Howard Chase 70,000 Options
Mark Hauser 162,500 Options
Gianni Bulgari 25,000 Options
-6-
<PAGE>
On October 26, 1999, a group consisting of Tamarix Investors LDC, a
limited duration company formed under the laws of the Cayman Islands, Centaurus
Management LDC, a limited duration company formed under the laws of the Cayman
Islands, Azzurra, Inc., a Delaware corporation, Mark Hauser, Emanual Arbib and
Giani Bulgari reported in a Schedule 13D/A that they beneficially owned 59.59%
of the equity securities of TRG, and therefore may be deemed to beneficially own
all of this Issuer's securities beneficially owned by TRG. TRG disclaims
membership in any group with such persons.
(c): Not applicable.
(d): Not applicable.
(e): Not applicable.
Item 7. "Material to be Filed as Exhibits," is amended to add the following:
Exhibit No. Description
----------- -----------
2. Agreement of joint filing pursuant to Rule
13d(1)-(k) promulgated under the Securities
Exchange Act of 1934, as amended.
-7-
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: March 31, 2000
Trident Rowan Group, Inc.
By: /s/ Mark Hauser
------------------------------
Name: Mark Hauser
Title: Co-Chief Executive
Officer
OAM S.p.A.
By: /s/ Carlo Garavaglia
------------------------------
Name: Carlo Garavaglia
Title: President
-8-
<PAGE>
Exhibit 2
Agreement of Joint Filing
Pursuant to 13d-1(k) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission the Statement on Schedule 13D/A (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement.
Trident Rowan Group, Inc.
By: /s/ Mark Hauser
--------------------------
Name: Mark Hauser
Title: Co-Chief Executive
Officer
OAM S.p.A.
By: /s/ Carlo Garavaglia
--------------------------
Name: Carlo Garavaglia
Title: President
-9-
