-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CIHEHk49z1e/QDZtw+fY0bb2mZ8EFUc+kV+1rIeK+Ef5qH0XmhbHEaV+rcBcy22W 0Oawx7i6H8jKGh4113pIlw== 0000910662-97-000071.txt : 19970513 0000910662-97-000071.hdr.sgml : 19970513 ACCESSION NUMBER: 0000910662-97-000071 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19970512 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIDENT ROWAN GROUP INC CENTRAL INDEX KEY: 0000028367 STANDARD INDUSTRIAL CLASSIFICATION: MOTORCYCLES, BICYCLES & PARTS [3751] IRS NUMBER: 520466460 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-08854 FILM NUMBER: 97601220 BUSINESS ADDRESS: STREET 1: 2 WORLDS FAIR DR STREET 2: 107 MONMOUTH ST CITY: SOMERSET STATE: NJ ZIP: 08873 BUSINESS PHONE: 9088427200 MAIL ADDRESS: STREET 1: 2 WORLDS FAIR DR STREET 2: 107 MONMOUTH ST CITY: SOMERSET STATE: NJ ZIP: 08873 FORMER COMPANY: FORMER CONFORMED NAME: DETOMASO INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN INDUSTRIES INC DATE OF NAME CHANGE: 19731118 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN CONTROLLER CO DATE OF NAME CHANGE: 19681017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAMARIX INVESTORS LDC CENTRAL INDEX KEY: 0001038680 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: MEES PIERSON FUND SERVICES BAHAMAS LTD STREET 2: 404 EAST BAY STREET CITY: NASSAU STATE: E9 MAIL ADDRESS: STREET 1: MEES PIERSON FUND SERVICES BAHAMAS LTD STREET 2: 2 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D 1 SCHEDULE 13D TRIDENT ROWAN/TAMARIX UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TRIDENT ROWAN GROUP, INC. ------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 89614K10 -------- (CUSIP Number) Steven A. Meetre, Esq. Carter, Ledyard & Milburn 2 Wall Street, New York, New York 10005 (212) 732-3200 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 2, 1997 ----------- (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 [ ]. The information required on the remainder of the following cover pages shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. 89614K10 1 NAME OF REPORTING PERSON: TAMARIX INVESTORS LDC S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 1,635,000 shares of Common Stock OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,635,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,635,000 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 31.7% on a fully diluted basis 14 TYPE OF REPORTING PERSON: CO -2- CUSIP No. 89614K10 1 NAME OF REPORTING PERSON: CENTAURUS MANAGEMENT, LDC S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands NUMBER OF 7 SOLE VOTING POWER: 1,250,000 shares of Common Stock SHARES BENEFICIALLY 8 SHARED VOTING POWER: 2,885,000 shares of Common Stock OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 1,250,000 shares of Common Stock REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,885,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,885,000 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 45.1% on a fully diluted basis 14 TYPE OF REPORTING PERSON: CO - 3 - CUSIP No. 89614K10 1 NAME OF REPORTING PERSON: IXION, LDC S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 2,885,000 shares of Common Stock OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,885,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,885,000 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 45.1% on a fully diluted basis 14 TYPE OF REPORTING PERSON: CO - 4 - CUSIP No. 89614K10 1 NAME OF REPORTING PERSON: AZZURRA, INC. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 2,885,000 shares of Common Stock OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,885,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,885,000 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 45.1% on a fully diluted basis 14 TYPE OF REPORTING PERSON: CO - 5 - CUSIP No. 89614K10 1 NAME OF REPORTING PERSON: MARK HAUSER S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 2,885,000 shares of Common Stock OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,885,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,885,000 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 45.1% on a fully diluted basis 14 TYPE OF REPORTING PERSON: IN - 6 - CUSIP No. 89614K10 1 NAME OF REPORTING PERSON: EMANUEL ARBIB S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: United Kingdom NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 2,885,000 shares of Common Stock OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,885,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,885,000 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 45.1% on a fully diluted basis 14 TYPE OF REPORTING PERSON: IN - 7 - CUSIP No. 89614K10 1 NAME OF REPORTING PERSON: GIANNI BULGARI S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Monaco NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 2,885,000 shares of Common Stock OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,885,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,885,000 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 45.1% on a fully diluted basis 14 TYPE OF REPORTING PERSON: IN - 8 - CUSIP No. 89614K10 1 NAME OF REPORTING GROUP: TAMARIX INVESTORS LDC CENTAURUS MANAGEMENT, LDC AZZURRA, INC. IXION, LDC MARK HAUSER EMANUEL ARBIB GIANNI BULGARI S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 2,885,000 shares of Common Stock OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER:2,885,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,885,000 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 45.1% on a fully diluted basis 14 TYPE OF REPORTING PERSON: CO, IN - 9 - Item 1. Security and Issuer. The class of equity securities to which this Statement relates is the Common Stock, par value $.01 per share (the "Common Stock") of Trident Rowan Group, Inc., a Maryland corporation (the "Issuer"). The principal executive offices of the Issuer are located at Two Worlds Fair Drive, Franklin Township, Somerset, N.J. 08873 Item 2. Identity and Background. This Statement is being filed on behalf of (i) Tamarix Investors LDC, a limited duration company formed under the laws of the Cayman Islands ("Tamarix"); (ii) Centaurus Management, LDC, a limited duration company formed under the laws of the Cayman Islands ("Centaurus"); (iii) Azzurra, Inc., a Delaware corporation ("Azzurra"); Ixion, LDC, a limited duration company formed under the laws of the Cayman Islands ("Ixion"); Mark Hauser, an officer and director of Tamarix and Centaurus and the sole director of Azzurra; (iv) Emanuel Arbib, an officer and director of Tamarix and Centaurus and a director of Ixion; and Gianni Bulgari, a director of Ixion. Tamarix has a business address of Mees Pierson Fund Services (Bahamas) Limited, Windermere House, 404 East Bay Street, Nassau, Bahamas. Tamarix is a private investment company formed for the purpose of investing in and holding securities. The following is information concerning each executive officer or director of Tamarix: 1. Name: Mark Hauser Position: Chairman and Director Present Principal Occupation: Managing Director of Tamarix Capital Corporation, a New York-based merchant and investment banking firm. Address: Mees Pierson Fund Services (Bahamas) Limited Windermere House 404 East Bay Street Nassau, Bahamas Citizenship: U.S. 2. Name: Emanuel Arbib Position: President, Secretary and Director Present Principal Occupation: Managing Director of Capital Management Ltd., an international money management firm based in Jersey, Channel Islands Address: Mees Pierson Fund Services (Bahamas) Limited Windermere House 404 East Bay Street Nassau, Bahamas Citizenship: United Kingdom -10- During the past five years, neither Tamarix nor (to the best knowledge of Tamarix) any 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 judicial or administrative body of competent jurisdiction, as a result of which proceeding it or he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or State, or Cayman Islands, securities laws, or finding any violation with respect to such laws. Centaurus has a business address of Mees Pierson Fund Services (Bahamas) Limited, Windermere House, 404 East Bay Street, Nassau, Bahamas. The principal business of Centaurus is managing the investments of Tamarix. Centaurus is 50% owned by Azzurra, Inc., a corporation formed under the laws of the State of Delaware ("Azzurra"), and 50% owned by Ixion, LDC, a limited duration company formed under the laws of the Cayman Islands ("Ixion"). The following is information concerning each executive officer or director of Centaurus: 1. Name: Mark Hauser Position: Chairman and Director Present Principal Occupation: Managing Director of Tamarix Capital Corporation, a New York-based merchant and investment banking firm. Address: Mees Pierson Fund Services (Bahamas) Limited Windermere House 404 East Bay Street Nassau, Bahamas Citizenship: U.S. 2. Name: Emanuel M. Arbib Position: President, Secretary and Director Present Principal Occupation: Managing Director of Capital Management Ltd., an international money management firm based in Jersey, Channel Islands Address: Mees Pierson Fund Services (Bahamas) Limited Windermere House 404 East Bay Street Nassau, Bahamas Citizenship: United Kingdom The following is information concerning each executive officer or director of Azzurra, Inc.: 1. Name: Mark Hauser Position: Chairman and Director -11- Present Principal Occupation: Managing Director of Tamarix Capital Corporation, a New York-based merchant and investment banking firm. Address: c/o Tamarix Capital Corporation 444 Madison Avenue, 38th Floor New York, New York 10022 Citizenship: U.S. The following is information concerning each executive officer or director of Ixion: 1. Name: Gianni Bulgari Position: Chairman and Director Present Principal Occupation: Entrepreneur Address: Gruppo G.B. Bulgari via M. Mercati, 17A 00187 Rome Italy Citizenship: Monaco 2. Name: Emanuel Arbib Position: President, Secretary and Director Present Principal Occupation: Managing Director of Capital Management Ltd., an international money management firm based in Jersey, Channel Islands Address: c/o Capital Management Ltd. 4 Hill Street London W1X 7FU Citizenship: United Kingdom During the past five years, neither Centaurus nor (to the best knowledge of Centaurus) any 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 judicial or administrative body of competent jurisdiction, as a result of which proceeding it or he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or State, or Cayman Islands, securities laws, or finding any violation with respect to such laws. During the past five years, neither Ixion nor (to the best knowledge of Ixion) any 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 judicial or administrative body of competent jurisdiction, as a result of which proceeding it or he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or State, or Cayman Islands, securities laws, or finding any violation with respect to such laws. -12- During the past five years, neither Azzurra nor (to the best knowledge of Azzurra) any 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 judicial or administrative body of competent jurisdiction, as a result of which proceeding it or he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or State, securities laws, or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The funds used in making the purchase of the securities of the Issuer were raised in a private placement of securities of Tamarix. Subscriptions for U.S. $7,000,000 were received in the private placement. Item 4. Purpose of Transaction. The purpose of the acquisition of the securities of the Issuer is to invest in the Issuer with the goal of realizing capital appreciation and income and to create opportunities for future business combinations for the entities and persons subject to this Statement. Pursuant to an Inducement Agreement between Tamarix and the Issuer dated April 8, 1997 as amended May 2, 1997 (collectively, the "Inducement Agreement") the Issuer agreed to take certain actions in order to induce Tamarix to invest in the Common Stock of the Issuer. Pursuant to the Inducement Agreement, the Issuer agreed that, acting through its Board of Directors (the "Board"), it will facilitate the closing and the performance of the Agreement to Purchase Common Stock between Tamarix and Finprogetti S.p.A. ("Finprogetti") dated March 7, 1997 as amended May 2, 1997 (collectively, the "Purchase Agreement") under which Tamarix contracted to purchase from Finprogetti: (i) 900,000 shares of Common Stock at a price of $7.75 per share on May 2, 1997 (the "Closing Date"); (ii) a one year call option to acquire 100,000 shares of Common Stock at a price of $7.75 per share at any time following the Closing Date pursuant to an escrow agency arrangement (see Item 7, Exhibit Nos. 1, 2 and 3 hereof); and (iii) a two year call option to acquire 635,000 shares of Common Stock at a price of $7.50 per share at any time following the Closing Date (the Common Stock purchased together with the options, the "Finprogetti Shares"). Tamarix granted to Finprogetti a one year put option on the 735,000 shares of Common Stock subject to the options exercisable beginning May 2, 1998 at a price of $7.50 per share. In addition, on the Closing Date, an irrevocable written proxy to vote the 735,000 shares of Common Stock subject to the options was issued to Tamarix by Finprogetti. Pursuant to the Inducement Agreement, and subject to shareholder approval where applicable under state law, the Issuer's Board will amend the Issuer's By-Laws, effective on the Closing Date, to effect the following: -13- (i) limit the size of the Issuer's Board to no more than eleven (11) Directors so long as Finprogetti will not have sold to Tamarix all of the Finprogetti Shares, and to limit the size of the Issuer's Board to no more than ten (10) Directors immediately after Finprogetti will have sold to Tamarix all of the Finprogetti Shares; (ii) provide that all of the Issuer's Directors, including those Directors now serving on the Board who will be elected to serve on the Board as re-constituted, will serve for staggered, three-year terms; (iii) give Tamarix, so long as it will own one million or more shares of Common Stock, the power to nominate a Director who will be the Chairman of the Board and who will serve in the 1998 class year, a Director who will serve in the 1999 class year, and a Director who will serve in the 2000 class year; to give Tamarix, so long as it will own at least 500,000 but not more than 999,999 shares of Common Stock, the power to nominate a Director who will be the Chairman of the Board and who will serve in the 1998 class year, and a Director who will serve in the 1999 class year; and to give Tamarix, so long as it will own at least 300,000 but not more than 499,999 shares of Common Stock, the power to nominate a Director who will serve in the 1998 Class Year; (iv) provide for no fewer than three independent Directors; (v) provide for a five-member Executive Committee of the Board, which will include the Chairman of the Board or a Director whom he designates, the Chief Executive Officer, one Director nominated by Tamarix, one independent Director, and one Director who lives and is employed in Italy, and which will have the power to take the following actions among others: to direct the day-to-day business activities of the Issuer which are within budget and operating guidelines prescribed by the Board and which are not matters which require action by the shareholders of the Issuer (the "Shareholders"); (vi) provide that all actions requiring the vote of the Board of Directors will be taken by the vote of a majority of the Directors (for example, by the affirmative vote of six Directors so long as there will be eleven Directors), and (vii) provide that the By-Laws of the Issuer as amended will not be further amended, in whole or in part, without the written consent of Tamarix so long as Tamarix will own at least 7.5% of the issued and outstanding shares of Common Stock. Pursuant to the Inducement Agreement, the Issuer's Board will elect the following persons to position of Director: Mr. Mark Hauser, Mr. Emanuel Arbib, and Mr. William Spier. Pursuant to the Inducement Agreement, the Issuer further agreed: (i) to resolve to not recommend to the Shareholders, and oppose, any amendments to the certificate of incorporation of the Issuer without the written consent of Tamarix, so long as Tamarix will own at least 7.5% of the issued and outstanding shares of common stock of the Issuer; and (ii) to call a meeting of -14- the Shareholders to be held no later than 15 July 1997 and to recommend to the Shareholders that the certificate of incorporation be amended to implement and ratify the actions discussed above. On or before the Closing Date the Issuer agreed to take those actions described in the Purchase Agreement, including the following: (i) to undertake to secure the agreement of Howard E. Chase, Mario Tozzi-Condivi, and Albino Collini to cancel a one page voting agreement dated July 1995 which they entered with Finprogetti; and (ii) provide or secure the consents necessary under the 17 July 1995 acquisition agreement with Finprogetti to permit Finprogetti to sell the Finprogetti Shares to Tamarix and to grant its proxy to Tamarix under the Purchase Agreement. Pursuant to the Inducement Agreement, the Issuer further agreed to the following: (i) that from the date of the Inducement Agreement it will not incur any additional debts except in the ordinary course of its business, or issue warrants, shares or convertible securities beyond those warrants, shares and securities which are currently outstanding or which are the subject of the Securities and Exchange Commission registration statement which is now pending (the "Offering"), or which the Issuer has advised Tamarix that it intends to incur or to issue, prior to the Closing Date of the purchase of the Finprogetti Shares; (ii) that upon execution of the Inducement Agreement and the Purchase Agreement, as an inducement for Tamarix to enter into a lockup agreement required by the Issuer's underwriters in the Offering, the Issuer will issue to Centaurus warrants to purchase 1,250,000 shares of Common Stock (the "Centaurus Warrants"), effective on the Closing Date and exercisable at any time for three years from the Closing Date, at the price of the shares of the Common Stock effective in the Offering. The transfer of the Centaurus Warrants by Centaurus will be limited to: the Members of Centaurus; the shareholder(s) of any Members of Centaurus; Tamarix; the shareholders of Tamarix, and such other transferees the transfer to whom will be consented to by the Issuer, such consent being not unreasonably withheld. In the event that the registration statement for the Offering has not become effective by 30 May 1997, the exercise price for the Centaurus Warrants will be the average closing sales price of a share of the Common Stock as reported by NASD Consolidated Transactions for the 21 business days immediately following 30 May 1997; (iii) that the Finprogetti Shares and the Centaurus Warrants will be registered as part of the Offering, but in no event later than three months from the Closing Date. Upon completion of the Offering, based on the information contained in the Offering prospectus, the Issuer will have 5,152,540 Shares of Common Stock issued and outstanding. Such amount does not include the 1,250,000 shares of Common Stock underlying the Centaurus Warrants; (iv) in the event that a majority of the Board of Directors of the Issuer's subsidiary, Moto Guzzi Corp., will be elected by the holders of the convertible preferred shares currently outstanding, one of the remaining Directors of Moto Guzzi Corp. will be a person who was nominated as a Director of the Issuer by Tamarix. -15- Tamarix and Centaurus anticipate that the Issuer may in the future merge with or acquire other entities. Item 5. Interest in Securities of the Issuer. (a) and (b). Tamarix is the beneficial owner of 1,635,000 shares of Common Stock (the "Tamarix Shares"). Accordingly, Tamarix will beneficially own 31.7% of the Common Stock on a fully diluted basis upon completion of the Offering (based on the Issuer having 5,152,540 shares of Common Stock issued and outstanding upon completion of the Offering). In the Articles of Association of Tamarix Investors LDC, Centaurus is given the authority to vote and dispose of the Tamarix Shares. Tamarix thus shares the power to direct the vote and the disposition of the Tamarix Shares with Centaurus. Centaurus is the beneficial owner of 2,885,000 shares of Common Stock based on Centaurus's power to direct the vote and the disposition of the Centaurus Warrants and to direct the vote and the disposition of the Tamarix Shares as manager of Tamarix. Accordingly, Centaurus will beneficially own 45.1% of the Common Stock on a fully diluted basis upon completion of the Offering (based on the Issuer being deemed to have 6,402,540 shares of Common Stock issued and outstanding upon completion of the Offering). Centaurus has the sole power to vote and to dispose of the Centaurus Warrants, and shares the power to vote and dispose of the Tamarix Shares with Tamarix. Azzurra is the beneficial owner of 2,885,000 shares of Common Stock (the "Azzurra Shares") based on Azzurra's power to direct the vote and the disposition of the Tamarix Shares and the Centaurus Warrants. Accordingly, Azzurra will beneficially own 45.1% of the Common Stock on a fully diluted basis upon completion of the Offering (based on the Issuer being deemed to have 6,402,540 shares of Common Stock issued and outstanding upon completion of the Offering). Azzurra shares the power to vote and dispose of the Azzurra Shares. Ixion is the beneficial owner of 2,885,000 shares of Common Stock (the "Ixion Shares") based on Ixion's power to direct the vote and the disposition of the Tamarix Shares and the Centaurus Warrants. Accordingly, Ixion will beneficially own 45.1% of the Common Stock on a fully diluted basis upon completion of the Offering (based on the Issuer being deemed to have 6,402,540 shares of Common Stock issued and outstanding upon completion of the Offering). Ixion shares the power to vote and dispose of the Ixion Shares. Mr. Hauser is the beneficial owner of 2,885,000 shares of Common Stock (the "Hauser Shares") by virtue of his power as a Director of Tamarix and Centaurus to direct the vote and the disposition of the Tamarix Shares and the Centaurus Warrants. Accordingly, Mr. Hauser will beneficially own 45.1% of the Common Stock on a fully diluted basis upon completion of the Offering (based on the Issuer being deemed to have 6,402,540 shares of Common Stock issued and outstanding upon completion of the Offering). Mr. Hauser shares the power to vote and dispose of the Hauser Shares. -16- Mr. Arbib is the beneficial owner of 2,885,000 shares of Common Stock (the "Arbib Shares") by virtue of his power as a Director of Tamarix and Ixion to direct the vote and the disposition of the Tamarix Shares and the Centaurus Warrants. Accordingly, Mr. Arbib will beneficially own 45.1% of the Common Stock on a fully diluted basis upon completion of the Offering (based on the Issuer having 6,402,540 shares of Common Stock issued and outstanding upon completion of the Offering). Mr. Arbib shares the power to vote and dispose of the Arbib Shares. Mr. Bulgari is the beneficial owner of 2,885,000 shares of Common Stock (the "Bulgari Shares") by virtue of his power as a Director of Ixion to direct the vote and the disposition of the Tamarix Shares and the Centaurus Warrants. Accordingly, Mr. Bulgari will beneficially own 45.1% of the Common Stock on a fully diluted basis upon completion of the Offering (based on the Issuer being deemed to have 6,402,540 shares of Common Stock issued and outstanding upon completion of the Offering). Mr. Bulgari shares the power to vote and dispose of the Bulgari Shares. Tamarix, Centaurus, Azzurra, Ixion, Mr. Hauser, Mr. Arbib and Mr. Bulgari as a Group (the "Group") as such term is defined in 17 CFR ss. 240.13d-5(b)(1) are the beneficial owners of 2,885,000 shares of Common Stock (the "Group Shares"). The Group Shares include the Finprogetti Shares and the Centaurus Warrants. Accordingly, the Group will beneficially own 45.1% of the Common Stock on a fully diluted basis upon completion of the Offering (based on the Issuer being deemed to have 6,402,540 shares of Common Stock issued and outstanding upon completion of the Offering). (c) Apart from the acquisitions of Common Stock described in this Statement, none of Tamarix, Centaurus, Azzurra, Ixion, Mr. Hauser, Mr. Arbib and Mr. Bulgari has effected any transactions in the Common Stock of the Issuer since March 2, 1997. (d) Reference is made to Items 4, 5 and 6 of this Statement. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to the Purchase Agreement, Tamarix contracted to purchase 1,635,000 shares of Common Stock from Finprogetti. The purchase price for the first 900,000 shares was $7.75 per share, for which Tamarix paid in cash on the Closing Date. Pursuant to the Purchase Agreement, Tamarix also contracted to purchase from Finprogetti: (i) a one year call option to acquire 100,000 shares of Common Stock at a price of $7.75 per share pursuant to an escrow agency arrangement (see Item 7, Exhibit Nos. 1, 2 and 3 hereof); and (ii) a two year call option to acquire 635,000 shares of Common Stock at a price of $7.50 per share at any time following the Closing Date. Finprogetti will be granted a one year put option to sell the 735,000 shares of Common Stock to Tamarix exercisable beginning May 2, 1998 at a price of $7.50 per share. On the Closing Date, an irrevocable written proxy to vote the 735,000 shares of Common Stock subject to the put and call options was issued to Tamarix by Finprogetti. -17- The Inducement Agreement provides that the Issuer will issue to Centaurus warrants to purchase 1,250,000 shares of Common Stock effective on the Closing Date and exercisable at any time for three years from the Closing Date, at the price of the shares of the Common Stock effective in the Offering. The Inducement Agreement is discussed in greater detail in Item 4 of this Statement. Item 7. Material to be Filed as Exhibits. Exhibit No. 1 - Agreement to Purchase Common Stock between Tamarix and Finprogetti dated March 7, 1997 2 - Amendment to Agreement to Purchase Common Stock dated May 2, 1997 3 - Escrow Agreement among Tamarix, Finprogetti, Howard E. Chase and Fabrizio Donati dated May 2, 1997 4 - Assignment and Assumption Agreement between Tamarix Investors Ltd. and Tamarix Investors LDC dated April 24, 1997 5 - Inducement Agreement between Tamarix and the Issuer dated April 8, 1997 6 - Amendment to Inducement Agreement dated May 2, 1997 7 - Excerpt of the Articles of Association of Tamarix Investors LDC relating to Centaurus's authority to vote and dispose of the Tamarix Shares 8 - Agreement Among Tamarix, Centaurus, Azzurra, Ixion, Mark Hauser, Emanuel Arbib and Gianni Bulgari Consenting to Joint Filing of Schedule 13D dated May 8, 1997 -18- SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: May 12, 1997 TAMARIX INVESTORS LDC By:/s/ Mark Hauser --------------- Chairman CENTAURUS MANAGEMENT, LDC By:/s/ Mark Hauser --------------- Director AZZURRA, INC. By:/s/ Mark Hauser --------------- Chairman IXION, LDC By:/s/ Emanuel Arbib ----------------- Director MARK HAUSER By:/s/ Mark Hauser --------------- EMANUEL ARBIB By:/s/ Emanuel Arbib ----------------- GIANNI BULGARI By:/s/ Gianni Bulgari ------------------ EX-99.1 2 AGREEMENT TO PURCHASE COMMON STOCK DATED 3/7/97 Exhibit 1 --------- AGREEMENT TO PURCHASE COMMON STOCK ---------------------------------- between Tamarix Investors Ltd., ("Tamarix"), - --------------------- and Finprogetti s.p.a., with its head office on Via Fiena n.8, Milan("Finprogetti"). - ----------------- Whereas - - Finprogetti owns 1,635,000 shares of common stock of Trident Rowan Group Inc. ("TRG"), a Maryland, USA corporation the common stock of which is traded on the NASDAQ stock market ("TRG Shares") and - - Finprogetti wishes to sell 1,000,000 (one million) of its TRG Shares to Tamarix and Tamarix wishes to purchase such TRG Shares, and - - Finprogetti wishes to grant to Tamarix call options to purchase from Finprogetti 635,000 (six hundred thirty-five thousand) of such TRG Shares, and Tamarix wishes to grant to Finprogetti put options to sell to Tamarix 635,000 (six hundred thirty-five thousand) of such Shares. Now therefore, the Parties hereto agree, on 7 March 1997, as follows: 1. Finprogetti undertakes to sell to Tamarix and Tamarix undertakes to purchase from Finprogetti 1,000,000 (one million) TRG Shares owned by Finprogetti, for the purchase price reflected below, on the Closing Date defined below, and accomplished as described below. a. The purchase price for such TRG Shares shall be $7.75 per share, which Tamarix shall pay to Finprogetti at the Closing by wire transfer of the aggregate amount, expressed in U.S. dollars, for credit to Finprogetti's account at a national bank in New York. Finprogetti shall give Tamarix a receipt for such payment at the Closing. b. At the Closing Finprogetti shall deliver to Tamarix certificates for the TRG Shares described in sect. 1a. duly endorsed in blank with signatures guaranteed in form satisfactory to Tamarix. Finprogetti shall also deliver to Tamarix at the Closing an irrevocable written proxy to vote the 635,000 TRG Shares which are the subject of the Put Options and the Call Options provided in Sections 2 and 3 hereof, until the date in 1999 which is two years after the Closing Date. Tamarix shall give Finprogetti a receipt for such stock certificates and such proxy at the Closing. c. The Closing shall be held on the Closing Date, defined as the earlier of (i) one business day before the date on which GKN Securities shall set the offering price for the TRG Shares which are the subject of the registration statement for a secondary offering of TRG Shares now being considered by the Securities and Exchange Commission (the "Pricing Date" and the "Registration Statement"), or (ii) 25 April 1997. If the Closing has not occurred on or before 25 April 1997 because Tamarix shall not have performed its obligations hereunder, then Finprogetti shall not have any obligations under this Agreement. d. If the Closing shall occur on or after the date that the Registration Statement shall be effective (the "Effective Date"), the purchase and sale of TRG Shares described in this sect. 1 shall be accomplished as a market transaction, using the services of a broker. If the Closing shall occur before the Effective Date, the Parties shall exchange the stock certificates and the payment for the purchase price between them directly, in a private transaction. The Parties have negotiated the sales price, which reflects the fair market value for the TRG Shares taking into account the large block of shares being sold, the "lockup" requirements, and other factors. 2. Tamarix grants to Finprogetti options to sell to Tamarix 635,000 (six hundred thirty-five thousand) TRG Shares, in whole or in part, owned by Finprogetti, for the purchase price defined below, on the terms described below, and accomplished as described below (the "Put Options"). a. The exercise price for such Put Options shall be $7.50 per share. b. The Put Options shall be exercisable in whole or in part by Finprogetti beginning on the date in 1998 which is one year after the Closing Date, and ending on the date in 1999 which is two years after the Closing Date. c. Finprogetti shall exercise a Put Option by giving a written notice to Tamarix stating the number of TRG Shares to be sold to Tamarix under the Put Option. d. On the 30th business day after the date of the written notice by Finprogetti, at the place for giving notices to Tamarix provided in Sect. 14 hereof, Finprogetti shall tender to Tamarix certificates for the number of TRG Shares stated in the notice of exercise, duly endorsed in blank with signatures guaranteed in form satisfactory to Tamarix, and Tamarix shall tender to Finprogetti by wire transfer the payment of the aggregate amount of the purchase price, expressed in U.S. dollars, for credit to Finprogetti's account at a national bank in New York. Tamarix shall give Finprogetti a receipt for such stock certificates. 2 3. Finprogetti grants to Tamarix options to purchase from Finprogetti 635,000 (six hundred thirty-five thousand) TRG Shares, in whole or in part, owned by Finprogetti, for the purchase price defined below, on the terms described below, and accomplished as described below (the "Call Options"). a. The exercise price for such Call Options shall be $7.50 per share. b. The Call Options shall be exercisable in whole or in part by Tamarix beginning on the Closing Date and ending on the date in 1999 which is two years after the Closing Date. c. Tamarix shall exercise a Call Option by giving a written notice to Finprogetti stating the number of TRG Shares to be purchased by Tamarix under the Call Option. d. On the 30th business day after the date of the written notice by Tamarix, at the place for giving notices to Tamarix provided in Sect. 14 hereof, Finprogetti shall tender to Tamarix certificates for the number of TRG Shares stated in the notice of exercise, duly endorsed in blank with signatures guaranteed in form satisfactory to Tamarix, and Tamarix shall tender to Finprogetti by wire transfer the payment of the aggregate amount of the purchase price, expressed in U.S. dollars, for credit to Finprogetti's account at a national bank in New York. Tamarix shall give Finprogetti a receipt for such stock certificates. 4. Finprogetti represents and warrants that a. as of the Closing Date, it shall own the 1,000,000 TRG Shares which are the subject of Sect. 1 of this Agreement free and clear of any liens, claims, or encumbrances; b. as of 30 business days after the Closing Date, and until the date in 1999 which is two years after the Closing Date, it shall own the 635,000 TRG Shares which are the subject of Sects. 2 and 3 of this Agreement, free and clear of any liens, claims, or encumbrances, because on or before that 30th business day it shall take all necessary steps to discharge the liens, claims or encumbrances on such TRG Shares which now exist; c. such TRG Shares will be, upon their sale to Tamarix pursuant to Sects. 1, 2 or 3 hereunder, validly and irrevocably sold; d. such sales do not, and on the dates of sales to Tamarix will not, violate any law, regulation or existing agreement to which Finprogetti or TRG is a party, or affect the legal status of TRG; 3 e. it has the legal ability to enter into this agreement; and f. all necessary actions have been taken to authorize Finprogetti to enter into this Agreement. These representations, warranties and covenants shall survive the Closing and the dates of sales by Finprogetti to Tamarix under the Put Options and the Call Options. 5. In the event Finprogetti fails for any reason to deliver the certificates for the TRG Shares in accordance with the provisions of Sect. 1 hereof, or breaches any other provision herein agreed, Finprogetti shall transfer to Tamarix 25,000 (twenty-five thousand) TRG Shares as security for payment of actual damages suffered by Tamarix, which shall be reduced to 10,000 (ten thousand) TRG Shares in case the Closing Date shall be later than 10 April 1997 (the "Damages Shares"). Receipt of Damages Shares shall not preclude Tamarix from instituting legal proceedings to obtain compensation for the damages suffered. 6. Finprogetti covenants that, from the date that it signs this Purchase Agreement until the date in 1999 which is two years after the Closing Date, it shall not sell to any third party the TRG Shares which are the subject of this Agreement, or permit any liens, claims or encumbrances on such TRG Shares, except in accordance with the applicable provisions of this Agreement. 7. On or before the Closing Date, Finprogetti shall deliver to the Secretary of TRG the letters of resignation from the TRG Board of the Directors, in the form attached, of the following directors: Dott. Carlo Garavaglia Dott. Albino Collini Dott. Giovanni Avallone Ing. Francesco Pugno Vanoni Dott.ssa Maria Luisa Ruzzon Until the Closing Date, Finprogetti shall use its best efforts to take all steps requested by Tamarix in order to insure that Directors nominated by Tamarix shall be elected as Directors to TRG's Board. Until the earlier of (a) the date in 1999 which is two years after the Closing Date, or (b) the date when Tamarix shall have purchased from Finprogetti all of the 635,000 TRG Shares under the Put Options or the Call Options, Tamarix shall use its best efforts to take all steps requested by Finprogetti in order to insure that one Director nominated by Finprogetti shall be elected as a Director to TRG's Board. 8. Finprogetti shall take the following actions concerning the following agreements to which Finprogetti is a party: 4 a. As to a one-page voting agreement dated July 1995, Finprogetti shall sign the attached letter agreeing to cancel the agreement. Finprogetti understands that TRG will undertake to secure the agreement of Dott. Mario Tozzi-Condivi, Dott. Albino Collini and Mr. Howard E. Chase to cancel that agreement. b. As to the 17 July 1995 acquisition agreement between TRG and Finprogetti, that agreement shall generally remain in effect. Finprogetti understands that TRG has agreed to provide or secure the consents necessary under that agreement to permit Finprogetti to sell its TRG Shares to Tamarix and grant its proxy to Tamarix under this agreement, will waive any prohibitions in that agreement against Finprogetti's sale of the TRG Shares to Tamarix, and will terminate the escrow for damages under that agreement. Furthermore, the TRG Shares held in escrow under that agreement shall be released so that they may form part of the TRG Shares sold to Tamarix. This Sect. 8.b imposes no obligations upon Finprogetti to amend that acquisition agreement or to take the actions which TRG has agreed to take. c. As to the Portesi Agreement between Finprogetti and TRG entered in 1996, this agreement shall continue in full force and effect. There is also an employment agreement between TRG and Dott. Avallone, and an employment agreement between TRG and Ing. Pugno Vanoni; the parties to those agreements shall be solely responsible for terminating them, and Finprogetti shall have no responsibility therefor. Finprogetti warrants and represents that it is not aware of any other agreements between TRG and Finprogetti besides those listed above. 9. In further consideration of the foregoing agreements, Finprogetti generally releases Tamarix and TRG and covenants not to sue them for any claims or losses which it may have of any nature whatsoever arising in law or at equity, under U.S. or foreign law. THIS RELEASE AND COVENANT DOES NOT EXTEND TO ANY CLAIM OR LOSS WHICH MAY ARISE IN CONNECTION WITH TAMARIX' OR TRG'S OBLIGATIONS UNDER THIS AGREEMENT, OR TO ANY EVENT WHICH MAY OCCUR AFTER THE CLOSING. 10. Finprogetti shall enter into a "lockup" agreement(s) in the form requested by the underwriter in connection with the secondary offering of TRG Shares, the registration statement for which is currently being considered by the Securities and Exchange Commission. In no event shall Finprogetti be required to agree to a lockup agreement or to a lockup period which is different from the lockup agreement or lockup term to which Tamarix shall agree, which Tamarix anticipates will be no more than 18 months. 11. This agreement is being made in New York State. As such, it will be governed by the laws of New York State, excluding its principles of conflicts of laws. 5 12. Any dispute which may arise in relation to this agreement or any document delivered in connection therewith, or interpretation of them, shall be remitted to the exclusive jurisdiction of the courts of the United States or New York State, sitting in the City and County of New York. 13. The Closing shall be held at the offices of Carter, Ledyard & Milburn, 2 Wall Street, New York, New York at 11:00 a.m. on the Closing Date, or at such other place that the Parties may agree. 14. Each of the Parties acknowledges that the subject matter of this agreement is highly confidential, and specifically acknowledges that the proprietary information about the other Party which it has received is valuable and that unauthorized disclosure of it or the terms of this transaction could result in substantial economic harm to the other Party. Each of the Parties therefore agrees that it shall keep strictly confidential and shall not disclose the terms of this agreement and any proprietary information about the other Party disclosed in the course of these negotiations, to any person who is not an employee, counsel, or potential investor. Each Party further agrees that, prior to disclosing any of this information to such persons, such Party shall advise them of the confidential and proprietary nature thereof and shall secure their agreement not to disclose such information to any third Party. 15. All notices about any matter which is the subject of this agreement or any other document mentioned in this agreement shall be given in writing by telecopier, with receipt affirmatively acknowledged by the other Party, or by international recognized courier requiring a signed receipt, to the following addresses: Finprogetti: c/o Avv. Pasquale Frisina Viale Bruno Buozzi, 99 00197 Roma Italia Voice telephone: 011-39-63-265-0265 Fax 011-39-63-217-536 Tamarix: c/o H. Thomas Davis, Jr., Esq. Carter, Ledyard & Milburn 2 Wall Street New York, New York USA 10005 Voice telephone: 212-238-8850 Fax: 212-732-3232 16. This agreement and the documents referred to in it present the entire agreement between the Parties. No amendment, waiver or modification may be made to this agreement except by 6 a writing signed by the Parties. Finprogetti S.p.A. By /s/Dott. Caronia ---------------- Dott. Caronia Tamarix Investors Ltd. By /s/Mr. Hauser ------------- Mr. Hauser 7 EX-99.2 3 AMENDMENT TO AGREEMENT TO PURCH. COM. STOCK 5/2/97 Exhibit 2 --------- AMENDMENT TO AGREEMENT TO PURCHASE COMMON STOCK Tamarix Investors LDC, a successor in interest to Tamarix Investors Ltd., and Finprogetti S.p.A. hereby agree to amend the Agreement to Purchase Common Stock made between Finprogetti and Tamarix Investors Ltd. on 7 March 1997, as follows: 1. Sect. 1 of the Agreement is hereby amended as follows: a. The number of TRG Shares which shall be sold on the Closing Date shall be changed from 1,000,000 (one million) to not less than 900,000 (nine hundred thousand) TRG Shares. The number of TRG Shares which are not sold on the Closing Date which is the difference between 1,000,000 and the number of TRG Shares actually sold on the Closing Date (which is not less than 900,000 TRG Shares) shall be defined as the "Unpurchased Shares." b. Finprogetti shall deliver to Tamarix at the Closing an irrevocable written proxy to vote all the TRG Shares which are the subject of the Put Options and the Call Options provided in Sections 2 and 3, which number of TRG Shares is being increased hereby to include the Unpurchased Shares. c. Finprogetti shall place in escrow with Mr. Howard E. Chase and Mr. Fabrizio Donati, acting jointly (the "Escrow Agent"), a stock certificate for the Unpurchased Shares, endorsed in blank with signatures guaranteed. Tamarix shall place in escrow with the Escrow Agent a stock certificate, endorsed in blank with signatures guaranteed, for a number of TRG Shares equal to the number of Unpurchased Shares. During the period of the escrow agency arrangement provided by this Agreement, the Escrow Agent shall hold these stock certificates for safekeeping at the offices of TRG in the U.S. For a period of 60 days after the Closing Date, Tamarix shall have the power to purchase all or part of the Unpurchased Shares by wire transfer of $7.75 per share for the number of Unpurchased Shares which it may elect to purchase, expressed in U.S. dollars, for credit to Finprogetti's account at a national bank in New York; upon receipt of this payment, the Escrow Agent shall release to Tamarix a certificate for the TRG Shares purchased by Tamarix, and a certificate for an equal number of TRG Shares placed in escrow by Tamarix. d. If Tamarix shall not have exercised this power to purchase all of the Unpurchased Shares placed in escrow by Finprogetti during the above time period, the escrow shall remain in effect for 10 additional months. During this additional period, Tamarix shall have the power to purchase all or part of the Unpurchased Shares which it may elect to purchase, expressed in U.S. dollars, PLUS (ii) interest on the amount of such purchase price computed at 6% per annum, compounded quarterly, running from the 61st day after the Closing Date until the date of such purchase, for credit to Finprogetti's account at a national bank in New York; upon receipt of this payment, the Escrow Agent shall release to Tamarix a certificate for the TRG Shares purchased by Tamarix, and a certificate for an equal number of TRG Shares placed in escrow by Tamarix. e. If Tamarix shall not have exercised its power during the above two time periods to purchase some or all of the TRG Shares placed in escrow by Finprogetti, so that some number of TRG Shares remain in escrow at the end of those two periods, the Escrow Agent shall release to Finprogetti all of the TRG Shares remaining in escrow that were placed in escrow by Tamarix and Finprogetti. 2. Sect. 2 of the Agreement is hereby amended as follows: a. The number of TRG Shares which are the subject of the Put Option shall be increased by the number of Unpurchased Shares which Tamarix shall not have purchased pursuant to its power as provided in Sects. 1.c and 1.d hereof (the "Remaining Unpurchased Shares"). b. The exercise price for the Put Option for the Remaining Unpurchased Shares shall be $7.75. c. When Tamarix shall have made payment for any of the Remaining Unpurchased Shares, together with interest on the amount paid at a rate of 6% per annum, compounded quarterly, commencing on the 61st day following the Closing Date to the date so paid (the "Interest Charge"), in addition to delivering to Tamarix the stock certificate for such TRG Shares as required by the Agreement, Finprogetti shall deliver to Tamarix stock certificates for an equal number of TRG Shares which Tamarix originally delivered to the Escrow Agent pursuant to Sect. 1.c hereof. 3. Sect. 3 of the Agreement is amended as follows: a. The number of TRG Shares which are the subject of the Call Option, shall be increased by the number of the Remaining Unpurchased Shares. If Tamarix shall exercise its rights under the Call Option, it shall exercise its rights to purchase the Remaining Unpurchased Shares first, before exercising its rights to purchase any other TRG Shares. b. The exercise price for the Call Option for the Remaining Unpurchased Shares shall be $7.75. c. When Tamarix shall have made payment for any of the Remaining Unpurchased Shares, together with the Interest Charge, in addition to delivering to Tamarix the stock certificate for such TRG Shares as required by the Agreement, Finprogetti shall deliver to -2- Tamarix stock certificates for an equal number of TRG Shares which Tamarix originally delivered to the Escrow Agent pursuant to Sect. 1.c hereof. 4. If Tamarix shall not have purchased the Remaining Unpurchased Shares pursuant to the Put Option or the Call Option on or before the date in 1999 which is two years after the Closing Date, then, in addition to any other consequences that may apply under the Agreement, Finprogetti shall become the record owner of the TRG Shares which Tamarix originally delivered to the Escrow Agent pursuant to Sect. 1.c hereof, and shall have the power to request TRG to transfer record ownership of such TRG Shares into the name of Finprogetti. 5. Sect. 4.a of the Agreement is hereby amended to change the reference to the number of TRG Shares sold in Sect. 1.a from 1,000,000 (one million) to 900,000 (nine hundred thousand). 6. Sects. 4.b and 7 shall be amended to change the number of TRG Shares which Finprogetti shall own after the Closing Date from 635,000 (six hundred thirty-five thousand) to 735,000 (seven hundred thirty-five thousand). 7. All other terms and conditions of the Agreement, including all amendments made from time to time, shall remain unchanged. Finprogetti S.p.A. By:/s/ Giovanni Caronia -------------------- Chairman Tamarix Investors LDC By:/s/ Mark Hauser --------------- 2 May 1997 Chairman -3- EX-99.3 4 ESCROW AGREEMENT DATED 5/2/97 Exhibit 3 --------- ESCROW AGREEMENT THIS ESCROW AGREEMENT, made on 2 May 1997, by and between Tamarix Investors LDC ("Investors"), Finprogetti S.p.A. ("Finprogetti"), Mr. Howard E. Chase ("Chase"), and Mr. Fabrizio Donati ("Donati"). WHEREAS, Finprogetti and Investors have this day entered into an Amendment to Agreement to Purchase Common Stock, a copy of which is attached hereto as Exhibit A, pursuant to which Investors and Finprogetti will each place in escrow stock certificates for 100,000 shares of Common Stock of Trident Rowan Group, Inc. (the "Escrow Shares"); and WHEREAS, Finprogetti and Investors desire that Messrs. Chase and Donati jointly act as escrow agents pursuant to that Agreement, and Messrs. Chase and Donati are willing jointly to act as such escrow agents (the "Escrow Agents"), NOW THEREFORE, for one dollar and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. The Escrow Agents agree to receive, hold, and distribute the Escrow Shares, solely in accordance with the terms and subject to the conditions of the Agreement. 2. The Escrow Agents shall perform their duties hereunder without compensation. 3. Investors and Finprogetti agree that the Escrow Agents shall have no liability for acting as escrow agents hereunder, except for any acts of gross negligence or wilful misconduct. IN WITNESS WHEREOF, the Parties have set their hands and seals as of the first day written above. Tamarix Investors LDC By:/s/ Mark Hauser --------------- Finprogetti S.p.A. By:/s/ Giovanni Caronia -------------------- /s/ Howard E. Chase ------------------- Howard E. Chase /s/ Fabrizio Donati ------------------- Fabrizio Donati -2- EX-99.4 5 ASSIGNMENT AND ASSUMPTION AGREEMENT DATED 4/24/97 Exhibit 4 --------- ASSIGNMENT AND ASSUMPTION AGREEMENT ----------------------------------- Tamarix Investors Ltd. hereby assigns to Tamarix Investors LDC, a Cayman Islands limited duration company, responsibility to perform all the obligations of Tamarix Investors Ltd. under the Agreement to Purchase Common Stock made between Tamarix Investors Ltd. and Finprogetti S.p.A. on 7 March 1997, and Tamarix Investors LDC hereby assumes all the obligations of Tamarix Investors Ltd. thereunder. Tamarix Investors LDC shall stand in the place and stead of Tamarix Investors Ltd. with respect to that Agreement, so that each place that the name Tamarix Investors Ltd. shall appear in the Agreement, the name Tamarix Investors LDC shall be substituted. All other terms and conditions of that Agreement shall remain unchanged. Finprogetti S.p.A. hereby agrees to the Assignment to Tamarix Investors LDC as aforesaid. Finprogetti S.p.A. By:/s/Giovanni Caronia ------------------- Chairman Tamarix Investors LDC By:/s/Mark Hauser -------------- Chairman Tamarix Investors Ltd. By:/s/Mark Hauser -------------- Chairman 24 April 1997 EX-99.5 6 INDUCEMENT AGREEMENT DATED 4/8/97 Exhibit 5 --------- INDUCEMENT AGREEMENT This Inducement Agreement dated April 1997 between Tamarix Investors Ltd. ("Tamarix") and Trident Rowan Group, Inc., a Maryland corporation ("TRG") (the "Agreement"). WHEREAS, the Parties acknowledge the execution of the 7 March 1997 agreement between Tamarix and Finprogetti S.p.A. ("Finprogetti") to purchase certain shares of common stock of TRG (the "Finprogetti Purchase Agreement" for the "TRG Shares"); and WHEREAS, the Parties acknowledge that Tamarix is also negotiating an agreement with certain individuals to purchase certain TRG Shares which they own (the "Individual Shareholders Purchase Agreement"); and WHEREAS, TRG believes that the active participation of Tamarix will be instrumental in the growth of its business and that Tamarix will also make substantial contributions in identifying opportunities in the same or allied businesses, and WHEREAS, TRG fully supports the terms of the Finprogetti Purchase Agreement and the Individual Shareholders Purchase Agreement, and is entering into this Agreement as a further inducement for Tamarix to enter into and perform under the Finprogetti Purchase Agreement and the Individual Shareholders Purchase Agreement and in consideration for Tamarix entering into the Finprogetti Purchase Agreement, and WHEREAS, in connection with its pending secondary offering TRG wishes to induce Tamarix to enter a lock-up agreement required by its underwriters, by issuing certain warrants to purchase its common stock. NOW THEREFORE, the Parties hereto, upon the terms and conditions set forth herein hereby agree as follows: 1. TRG, acting through its Board of Directors, shall take every action possible to facilitate the closing of the Purchase Agreement and the performance thereunder. In particular, the TRG Board shall, at a time and in a manner which Tamarix and TRG shall agree on or before 10 April 1997, a. amend the TRG By-Laws, effective on the Closing Date for the Purchase Agreement, (i) to limit the size of the TRG Board of Directors to no more than eleven (11) Directors so long as Finprogetti shall not have sold to Tamarix all of its 1,635,000 TRG Shares pursuant to the Purchase Agreement, and to limit the size of the TRG Board of Directors to no more than ten (10) 1 Directors immediately after Finprogetti shall have sold to Tamarix all of such TRG Shares pursuant to the Purchase Agreement; (ii) to provide that all Directors, including those Directors now serving on the Board who shall be elected to serve on the Board as re-constituted, shall serve for staggered, three-year terms; (iii) to give Tamarix, so long as it shall own one million or more TRG Shares, the power to nominate a Director who shall be the Chairman of the Board and who shall serve in the 1998 class year, a Director who shall serve in the 1999 class year, and a director who shall serve in the 2000 class year; to give Tamarix, so long as it shall own at least 500,000 but not more than 999,999 TRG Shares, the power to nominate a Director who shall be the Chairman of the Board and who shall serve in the 1998 class year, and a Director who shall serve in the 1999 class year; and to give Tamarix, so long as it shall own at least 300,000 but not more than 499,999 TRG Shares, the power to nominate a Director who shall serve in the 1998 Class Year; (iv) to provide for no fewer than three independent Directors, who shall be persons of good character who are experienced in business matters and who are reasonably acceptable to Tamarix; (v) to provide for a five-member Executive Committee of the Board of Directors, which shall include the Chairman of the Board of Directors or a Director whom he designates, the Chief Executive Officer, one Director nominated by Tamarix, one independent Director, and one Director who lives and is employed in Italy, and which shall have the power to take the following actions among others: to direct the day-to-day business activities of the Company which are within budget and operating guidelines prescribed by the Board of Directors and which are not matters which require action by the shareholders of the Company; (vi) to provide that all actions requiring the vote of the Board of Directors shall be taken by the vote of a majority of the Directors (for example, by the affirmative vote of six Directors so long as there shall be eleven Directors), and (vii) to provide that the By-Laws of TRG as amended shall not be further amended, in whole or in part, without the written consent of Tamarix so long as Tamarix shall own at least 7.5% of the issued and outstanding shares of common stock of TRG. 2 b. elect the following persons as Directors for the following class years, to fill vacancies on the TRG Board: First Year Directors - term expires at the 1998 shareholders --------------------- ---------------------------------------- meeting ------- Mr. William Spier - Chairman of the Board (nominated by Tamarix) Dott. Mario Tozzi-Condivi Ms. Deborah Schondorf-Novick (an independent Director) Second Year Directors - term expires at the 1999 shareholders ----------------------- --------------------------------------- meeting ------- Mr. Arno Morenz (an independent Director) A Director nominated by Finprogetti, whose term shall end at such time as Finprogetti shall sell the remainder of its TRG Shares to Tamarix under the Purchase Agreement Mr. Mark Hauser (nominated by Tamarix) Dott. Albino Collini Third Year Directors - term expires at the 2000 shareholders --------------------- ---------------------------------------- meeting ------- Mr. Howard Chase - Chief Executive Officer Mr. Emanuel Arbib (nominated by Tamarix) Mr. Nicola Caiola (an independent Director) Mr. Louis Perlman (an independent Director) In exercising its right under Section 1.a(iv) of this Agreement, Tamarix agrees that all of the above persons are of good character and are experienced in business matters, and agrees that Ms. Schondorf-Novick, Mr. Morenz, Mr. Caiola and Mr. Perlman are independent Directors who are acceptable to serve on the Board. c. resolve that it shall not recommend to the shareholders of TRG, and shall oppose, any amendments to the certificate of incorporation of TRG without the written consent of Tamarix, so long as Tamarix shall own at least 7.5% of the issued and outstanding shares of common stock of TRG; d. call a meeting of the Shareholders to be held no later than 15 July 1997 and to recommend to the Shareholders that the certificate of incorporation be amended to implement and ratify the above actions, to ratify and 3 confirm the election of the above persons to the above positions and to take such other actions as Tamarix and TRG shall agree. 2. On or before the Closing Date TRG shall take those actions described in the Purchase Agreement as its responsibility, including the following: a. it shall undertake to secure the agreement of Mr. Howard E. Chase, Dott. Mario Tozzi-Condivi, and Dott. Albino Collini to cancel a one page voting agreement dated July 1995 which they have entered with Finprogetti; b. it shall provide or secure the consents necessary under the 17 July 1995 acquisition agreement with Finprogetti to permit Finprogetti to sell its TRG Shares to Tamarix and to grant its proxy to Tamarix under the Purchase Agreement; c. it shall waive any prohibitions in the acquisition agreement against Finprogetti's sale of the TRG Shares to Tamarix; it shall terminate the escrow for damages under that agreement, and it shall release the TRG Shares held in escrow under that agreement so that they may be part of the TRG Shares sold to Tamarix; d. it shall agree with Ing. Francesco Pugno Vannoni to cancel his employment contract with TRG; and e. it shall agree with Tamarix Capital Corporation to cancel its confidentiality agreement with Tamarix Capital Corporation entered in 1996. Since Tamarix principals will serve on the Board of Directors of TRG and will be privy to the confidential information of TRG, securities law restrictions will require them to keep confidential the information which they will receive as TRG insiders, so the confidentiality agreement between TRG and Tamarix Capital Corporation will no longer be appropriate. 3. TRG agrees that from the date of its Agreement it shall not incur any additional debts except in the ordinary course of its business, or issue warrants, shares or convertible securities beyond those warrants, shares and securities which are outstanding on the date hereof or which are the subject of the SEC registration statement which is now pending, or which TRG has advised Tamarix that it intends to incur or to issue, prior to the Closing of the purchase of TRG Shares as provided in the Finprogetti Purchase Agreement. 4. TRG shall insure that all shares of TRG common stock which are the subject of the Finprogetti Purchase Agreement and the Individual Shareholders Purchase Agreement, as well as all shares of TRG common stock which Tamarix would purchase by exercise of the warrants referred to in Section 5 below, shall be registered as part of the pending secondary equity offering 4 of TRG common stock, but in no event later than three months from the Closing of the Purchase Agreement. 5. TRG further agrees that upon execution of this Agreement and the Purchase Agreement, as an inducement for Tamarix to enter into a lockup agreement required by its underwriters in the pending secondary offering, TRG shall issue to the Manager of Tamarix warrants to purchase 1,250,000 shares of common stock of TRG, in form satisfactory to the Manager, effective on the Closing Date for the Purchase Agreement and exercisable at any time for three years from the Closing Date for the Purchase Agreement, at the price of the shares of TRG common stock effective in the pending secondary equity offering. The transfer of such warrants by the Manager of Tamarix shall be limited to: the Members of the Manager; the shareholder(s) of any Members of the Manager; Tamarix; the Members of Tamarix, and such other transferees the transfer to whom shall be consented to by TRG, such consent being not unreasonably withheld. All such transfers shall be in accordance with the terms hereof and with all applicable securities laws. In the event that the registration statement for the pending secondary offering has not become effective by 30 May 1997, the exercise price for the warrants shall be the average closing sales price of a share of TRG common stock as reported by NASD Consolidated Transactions for the 21 business days immediately following 30 May 1997. 6. Should TRG fail to perform any of its obligations provided in Sections 1 - - 5 hereunder, TRG agrees to compensate Tamarix for its efforts by paying Tamarix a fee of U.S. $200,000 and by reimbursing Tamarix for all the expenses it has incurred to date including reasonable attorney's fees. 7. As and when a chief financial officer for Moto Guzzi Corp. is appointed prior to the occurrence of the initial public offering of equity securities of Moto Guzzi Corp., such appointment shall require the consent of Tamarix, which consent shall not be unreasonably withheld. 8. In the event that a majority of the Board of Directors of Moto Guzzi Corp. shall be elected by the holders of the convertible preferred shares currently outstanding, one of the remaining Directors of Moto Guzzi Corp. shall be a person who was nominated as a Director of TRG by Tamarix. 9. TRG represents that a. it has disclosed to Tamarix all material facts about its business operations and financial condition. b. its Board of Directors has considered the terms of this Agreement, considers the Agreement to be in the best interests of TRG and its shareholders, and has approved it, and that no other approvals are required. 5 c. it has full legal right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder, d. this Agreement has been duly and validly executed and delivered by TRG, e. this Agreement will not, with notice or lapse of time or both, conflict with, violate, or result in a breach of the terms, conditions or provisions of, or constitute a default under or result in the creation or imposition of any lien or encumbrance upon the assets or properties of TRG under, any obligation, agreement, securities law rule or regulation, order, decree or judgment of any court or public authority, applicable to TRG or any contracts to which TRG is a party or by which its assets or properties may be bound or affected, f. constitutes the legal, valid and binding obligation of TRG enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, moratorium and other laws affecting creditors' rights generally and to equitable principles whether considered in an action at law or in equity. 10. This Agreement shall be governed by the internal laws of the State of New York without regard to provisions relating to conflicts of laws. 11. Any dispute which may arise in relation to this agreement or any document delivered in connection therewith, or interpretation of them, shall be remitted to the exclusive jurisdiction of the courts of the United States or New York State, sitting in the City and County of New York. 12. A condition to the effectiveness of this agreement is that the Closing of the Finprogetti Purchase Agreement shall take place on or before 25 April 1997. 13. This agreement and the documents referred to in it represent the entire agreement between the Parties. No amendment, waiver or modification may be made to this agreement 6 except by a writing signed by the Parties. WHEREFORE, the undersigned have executed and delivered this Agreement on the date first above written. TAMARIX INVESTORS LTD. By:/s/Mark Hauser -------------- TRIDENT ROWAN GROUP, INC. By:/s/Howard E. Chase ------------------ 7 EX-99.6 7 AMENDMENT TO INDUCEMENT AGREEMENT Exhibit 6 --------- AMENDMENT TO INDUCEMENT AGREEMENT THIS AMENDMENT TO INDUCEMENT AGREEMENT, made on 2 May 1997 by and between Tamarix Investors LDC ("Investors") and Trident Rowan Group, Inc. ("TRG"), to amend the Inducement Agreement dated 8 April 1997 between Tamarix Investors Ltd. and TRG (the "Inducement Agreement"). WITNESSETH: WHEREAS, the Parties desire that Investors succeed to the rights and obligations of Tamarix Investors Ltd. pursuant to the Inducement Agreement, since the formation of Tamarix Investors Ltd. was not completed; and WHEREAS, Investors and TRG desire to extend the Closing Date of the Inducement Agreement; and WHEREAS, Investors and TRG desire to amend the Inducement Agreement in other respects. NOW THEREFORE, in consideration for one dollar and the covenants contained herein, the Parties, desiring to be legally bound, agree hereby as follows: 1. The Parties agree that Investors has succeeded to all the right, title, interest, and obligations of Tamarix Investors Ltd. pursuant to the Inducement Agreement. Every place at which the name "Tamarix Investors Ltd." shall appear in the Inducement Agreement shall be deleted and "Tamarix Investors LDC" shall be substituted therefor. 2. Section 12 of the Inducement Agreement shall be amended by deferring the Closing Date for the Inducement Agreement to 2 May 1997. 3. The Directors elected to the TRG Board of Directors by action of the TRG Board on 2 May 1997 shall be covered by the Company's directors' and officers' liability insurance, for such amounts of policy coverage and for such risks as apply to TRG's other directors, commencing from 2 May when they are elected to the Board, including coverage related to the offering of TRG common stock which is presently being considered by the Securities and Exchange Commission. As soon as practicable, TRG shall provide such directors with oral confirmation from TRG's insurance broker and an insurance certificate or such other written evidence of this insurance coverage as may be reasonably satisfactory to them. 4. If Mr. Louis Perlman shall resign from the Board of Directors of TRG or be unable to serve as a director, his successor on the Board will be a person of good character who is experienced in business matters and who is reasonably acceptable to Investors, as required by the Inducement Agreement and the By-Laws, and Investors and TRG shall agree upon a suitable replacement. 5. If TRG shall grant any person warrants to acquire TRG Common Stock in a public or private financing currently being contemplated, at the option of Investors TRG shall amend the terms of the warrant granted to Investors pursuant to Section 5 of the Inducement Agreement to incorporate any terms of such warrants other than the number of shares of TRG Common Stock which may be purchased pursuant to such warrants, the time when such warrants may be exercised, and the exercise price for such warrants. 6. All references in section 1 of the Inducement Agreement to Tamarix owning shares shall be amended to refer to Tamarix owning or having the power to vote such shares. 7. All other terms and conditions of such Inducement Agreement shall remain unchanged. Tamarix Investors LDC By:/s/ Mark Hauser --------------- Chairman Trident Rowan Group, Inc. By:/s/ Howard E. Chase ------------------- President -2- EX-99.7 8 EXCERPT OF TAMARIX ARTICLES OF ASSOCIATION Exhibit 7 --------- Excerpt of the Articles Association of Tamarix Investors LDC relating to Centaurus's authority to vote and dispose of the Tamarix Shares: MANAGEMENT 46. There shall not be a board of directors and, except as otherwise provided in these Articles or in nonwaivable provisions of applicable law, (i) the powers of [Tamarix] shall be exercised exclusively by or under the exclusive authority of, and the business and affairs of [Tamarix] shall be managed under the exclusive direction and control of, [Centaurus], and (ii) [Centaurus] may make all decisions and take all actions at the expense of, for and on behalf of, and in the name of [Tamarix] including, without limitation, the following: (a) entering into, making and performing contracts, agreements and other undertakings binding [Tamarix] (including agreements to buy, manage, sell, lease, mortgage, pledge or otherwise acquire or dispose of all or any portion of the securities of [the Issuer] which [Tamarix] was formed to acquire or any other [Tamarix] property, to borrow and to pledge all or a portion of [the Issuer's] securities or other [Tamarix] property to secure payment of such borrowing, and to margin such [Issuer] securities or other [Tamarix] property) that may be necessary, appropriate, or advisable in furtherance of the purposes of [Tamarix] and making all decisions and waivers thereunder; (b) taking whatever actions it may deem necessary, appropriate or advisable with respect to the shares of common stock of [the Issuer] which [Tamarix] will acquire, including determining to purchase additional [Issuer] shares, to sell [Issuer] shares, to exercise [Issuer] stock warrants, to vote as a[n] [Issuer] shareholder and to nominate Directors of [the Issuer][.] EX-99.8 9 AGREEMENT CONSENTING TO JOINT FILING OF SC. 13D Exhibit 8 --------- AGREEMENT CONSENTING TO JOINT FILING OF SCHEDULE 13D THIS AGREEMENT, made on 8 May 1997, among Tamarix Investors LDC ("Tamarix"), Centaurus Management, LDC ("Centaurus"), Azzurra, Inc. ("Azzurra"), Ixion, LDC ("Ixion"), Mr. Mark Hauser, Mr. Emanuel Arbib and Mr. Gianni Bulgari (collectively, the "Parties"). WHEREAS, each of the Parties are beneficial owners of greater than 5% of the Common Stock of Trident Rowan Group, Inc. (the "Issuer"), an exchange listed company; WHEREAS, under the Securities Exchange Act of 1934, as amended, and the Rules and Regulations promulgated thereunder, each of the Parties are required to file a Schedule 13D with the Securities and Exchange Commission, the Issuer and the Nasdaq National Market; and WHEREAS, the Parties desire that a joint statement on Schedule 13D be filed on behalf of each of them; NOW THEREFORE, for one dollar and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Each of Tamarix, Centaurus, Azzurra, Ixion, Mr. Mark Hauser, Mr. Emanuel Arbib and Mr. Gianni Bulgari consent to the filing of a joint statement on Schedule 13D on behalf of each of them. IN WITNESS WHEREOF, the Parties have set their hands and seals as of the first day written above. Tamarix Investors LDC By:/s/ Mark Hauser ---------------- Mark Hauser Chairman Centaurus Management, LDC By:/s/ Mark Hauser ---------------- Mark Hauser Director Azzurra, Inc. By:/s/Mark Hauser -------------- Mark Hauser Chairman Ixion By:/s/ Emanuel Arbib ------------------ Emanuel Arbib Director Mr. Mark Hauser By:/s/ Mark Hauser --------------- Mark Hauser Mr. Emanuel Arbib By:/s/ Emanuel Arbib ----------------- Emanuel Arbib Mr. Gianni Bulgari By:/s/Gianni Bulgari ------------------ Gianni Bulgari -----END PRIVACY-ENHANCED MESSAGE-----