-----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, RVo4nfCMfGyiqyPkppA/uIwAwWJXD3adkp/EyxtB8d1WXU2OfzGySqgIZywcjRE7 UTfjT+3K3+Wgxnwvi/yghg== 0000922423-99-000441.txt : 19990325 0000922423-99-000441.hdr.sgml : 19990325 ACCESSION NUMBER: 0000922423-99-000441 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990323 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/A SEC ACT: SEC FILE NUMBER: 005-08854 FILM NUMBER: 99570904 BUSINESS ADDRESS: STREET 1: 2 WORLDS FAIR DR STREET 2: 107 MONMOUTH ST CITY: SOMERSET STATE: NJ ZIP: 08873 BUSINESS PHONE: 7328689000 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/A 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/A 1 SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO 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) Mark B. Segall, Esq. 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) March 9, 1999 ------------- (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 14 Pages SCHEDULE 13D CUSIP No. 89614K10 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tamarix Investors LDC - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER -0- NUMBER ------------------------------------------------------- OF 8) SHARED VOTING POWER SHARES 1,286,949 shares (See Item 5) BENEFICIALLY ------------------------------------------------------- OWNED BY 9) SOLE DISPOSITIVE POWER EACH -0- REPORTING ------------------------------------------------------- PERSON 10) SHARED DISPOSITIVE POWER WITH 1,286,949 shares (See Item 5) - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,286,949 shares (See Item 5) - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.15% on a fully diluted basis - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 2 of 14 Pages SCHEDULE 13D CUSIP No. 89614K10 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Centaurus Management, LDC - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER -0- NUMBER ------------------------------------------------------- OF 8) SHARED VOTING POWER SHARES 1,286,949 shares (See Item 5) BENEFICIALLY ------------------------------------------------------- OWNED BY 9) SOLE DISPOSITIVE POWER EACH -0- REPORTING ------------------------------------------------------- PERSON 10) SHARED DISPOSITIVE POWER WITH 1,286,949 shares (See Item 5) - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,286,949 shares (See Item 5) - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.15% on a fully diluted basis - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 3 of 14 Pages SCHEDULE 13D CUSIP No. 89614K10 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Azzurra, Inc. - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER -0- NUMBER ------------------------------------------------------- OF 8) SHARED VOTING POWER SHARES 1,286,949 shares (See Item 5) BENEFICIALLY ------------------------------------------------------- OWNED BY 9) SOLE DISPOSITIVE POWER EACH -0- REPORTING ------------------------------------------------------- PERSON 10) SHARED DISPOSITIVE POWER WITH 1,286,949 shares (See Item 5) - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,286,949 shares (See Item 5) - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.15% on a fully diluted basis - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 4 of 14 Pages SCHEDULE 13D CUSIP No. 89614K10 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mark Hauser - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 1,380,282 shares NUMBER ------------------------------------------------------- OF 8) SHARED VOTING POWER SHARES 1,286,949 shares (See Item 5) BENEFICIALLY ------------------------------------------------------- OWNED BY 9) SOLE DISPOSITIVE POWER EACH 1,380,282 shares REPORTING ------------------------------------------------------- PERSON 10) SHARED DISPOSITIVE POWER WITH 1,286,949 shares (See Item 5) - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,380,282 shares (See Item 5) - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.47% on a fully diluted basis - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 5 of 14 Pages SCHEDULE 13D CUSIP No. 89614K10 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Emanuel Arbib - -------------------------------------------------------------------------------- 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 France - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 383,639 shares NUMBER ------------------------------------------------------- OF 8) SHARED VOTING POWER SHARES 24,000 shares BENEFICIALLY ------------------------------------------------------- OWNED BY 9) SOLE DISPOSITIVE POWER EACH 383,639 shares (See Item 5) REPORTING ------------------------------------------------------- PERSON 10) SHARED DISPOSITIVE POWER WITH 24,000 shares - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 407,639 shares (See Item 5) - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.75% on a fully diluted basis - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 6 of 14 Pages SCHEDULE 13D CUSIP No. 89614K10 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gianni Bulgari - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 1,468,827 shares (See Item 5) NUMBER ------------------------------------------------------- OF 8) SHARED VOTING POWER SHARES -0- BENEFICIALLY ------------------------------------------------------- OWNED BY 9) SOLE DISPOSITIVE POWER EACH 1,468,827 shares (See Item 5) REPORTING ------------------------------------------------------- PERSON 10) SHARED DISPOSITIVE POWER WITH -0- - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,468,827 shares (See Item 5) - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.72% on a fully diluted basis - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 7 of 14 Pages Amendment No. 1 to Schedule 13D ------------------------------- This Statement amends the Schedule 13D, dated May 2, 1997 (the "Schedule 13D"), filed by Tamarix Investors LDC and the other Reporting Persons named therein, with respect to the common stock, par value $.01 per share (the "Common Stock"), of Trident Rowan Group, Inc., a Maryland 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 ascribed to them in the Schedule 13D. Item 1 of Schedule 13D, "Security and Issuer," is amended and restated in its entirety as follows: This Statement relates to 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. The filing of any Schedule 13D and amendments thereto does not constitute an admission that the Reporting Persons are members of a "group" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules promulgated thereunder or for any other purpose whatsoever. Each Reporting Person expressly disclaims beneficial ownership of any Common Stock beneficially owned by any other persons. 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 (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"); (iv) Mark Hauser, a director of the Issuer, an officer and director of Tamarix and Centaurus, and the sole director of Azzurra; (v) Emanuel Arbib, a director of the Issuer; and (vi) Gianni Bulgari (each, a "Reporting Person," and collectively, the "Reporting Persons"). 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. Tamarix is 100% owned by Centaurus. 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.
Page 8 of 14 Pages 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 100% owned by Azzurra. 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.
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. Azzurra has a business address of c/o Tamarix Capital Corporation, 350 Park Avenue, 14th Floor, New York, NY 10022. Azzurra 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 Azzurra:
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: c/o Tamarix Capital Corporation 350 Park Avenue, 14th Floor New York, New York 10022 Citizenship: U.S.
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 Page 9 of 14 Pages 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. Mr. Gianni Bulgari is a Director of Motto Guzzi Spa. The business address of Mr. Bulgari is c/o Gruppo G.B. Bulgari, via M. Mercati, 17A, 00187 Rome, Italy. Mr. Bulgari is a citizen of the United Kingdom. Mr. Emanuel Arbib, is the Chief Financial Officer and a Director of the Company. He is also Managing Director of Capital Management Ltd., an international money management firm based in Jersey, Channel Islands. The business address of Mr. Arbib is c/o Capital Management Ltd., 3-9 Boulevard de Moulins, Monaco 98000. Mr. Arbib is a citizen of France. During the past five years, neither Mr. Bulgari nor Mr. Arbib 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 U.K. or French, securities laws, or finding any violation with respect to such laws. Item 3 of the Schedule 13D, "Source and Amount of Funds or Other Consideration," is amended to add the following: On February 12, 1999 each of Gianni Bulgari and Tamarix Investors LDC entered into an agreement with Finprogetti S.p.A. ("Finprogetti") each to purchase 317,500 shares of Common Stock that Finprogetti "put" to Tamarix in May 1998 pursuant to an agreement dated May 2, 1997. On March 9, 1999, the Reporting Persons entered into the Second Amendment to Centaurus Shareholders Agreement (the "Shareholders Agreement Amendment"), whereby Tamarix agreed to distribute an aggregate of 634,921 shares of Common Stock and warrants to purchase an aggregate of 145,630 shares of Common Stock (the "Warrants") to the following Reporting Persons: (i) to Mr. Bulgari, 571,429 shares of Common Stock and warrants to purchase 131,067 shares of Common Stock; and (ii) to Mr. Arbib, 63,492 shares of Common Stock and warrants to purchase 14,563 shares of Common Stock. Pursuant to the Shareholders Agreement Amendment Mr. Bulgari, Mr. Arbib and Ixion, LDC, a limited duration company formed under the laws of the Cayman Islands ("Ixion"), agreed to surrender all of their share certificates in Tamarix and Centaurus, and Messrs. Bulgari and Arbib resigned as officers and directors of Tamarix and Centaurus. Mr. Bulgari, Mr. Arbib and Ixion ceased to have any further right or interest of any kind in Tamarix and Centaurus. Also pursuant to the Shareholders Agreement Amendment, the Reporting Persons have, among other things, agreed to vote together in the election of directors of the Issuer and in favor of certain other actions requiring shareholder vote. If the Reporting Persons are unable to agree unanimously on how to vote their shares, each Reporting Person is permitted to vote his or its own shares. On March 9, 1999, Mr. Bulgari acquired 198,831 shares of Common Stock from a third party for an aggregate consideration of approximately $1,386,000. The costs of the purchase were funded out of personal funds. Page 10 of 14 Pages Item 4 of the Schedule 13D, "Purpose of Transaction," is amended to add the following: Although no course of action has presently been decided upon, Mr. Bulgari has indicated that he is considering taking a more active role in management. To that end, Mr. Bulgari is considering seeking nomination for election to the Issuer's Board of Directors at the next annual meeting of shareholders. Any action with respect to any shareholders meeting, including any decision to nominate candidates to the Issuer's Board of Directors or to take other action in that regard, would be pursued only in connection with such a meeting and in the context of the circumstances then obtaining, and in compliance with applicable rules of the Securities and Exchange Commission. Except as disclosed in this Item 4, none of the Reporting Persons has any current plans or proposals that 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). Tamarix is the beneficial owner of 365,079 shares of Common Stock (the "Tamarix Shares") and warrants to purchase 921,870 shares of Common Stock (the "Tamarix Warrants"). Accordingly, Tamarix beneficially owns 18.15% of the Common Stock on a fully diluted basis (based on the Issuer being deemed to have 7,089,000 shares of Common Stock issued and outstanding). In the Articles of Association of Tamarix, Centaurus is given the authority to vote and dispose of the Tamarix Shares and Tamarix Warrants. Tamarix thus shares the power to direct the vote and the disposition of the Tamarix Shares and Tamarix Warrants with Centaurus and Azzurra. Centaurus is the beneficial owner of 365,079 shares of Common Stock and warrants to purchase 921,870 shares of Common Stock based on Centaurus's power to direct the vote and the disposition of the Tamarix Shares and the Tamarix Warrants as manager of Tamarix. Accordingly, Centaurus beneficially owns 18.15% of the Common Stock on a fully diluted basis (based on the Issuer being deemed to have 7,089,000 shares of Common Stock issued and outstanding). Centaurus shares the power to vote and dispose of the Tamarix Shares and the Tamarix Warrants with Tamarix and Azzurra. Azzurra is the beneficial owner of 365,079 shares of Common Stock and warrants to purchase 921,870 shares of the Common Stock based on Azzurra's power to direct the vote and the disposition of the Tamarix Shares and the Tamarix Warrants. Accordingly, Azzurra beneficially owns 18.15% of the Common Stock on a fully diluted basis (based on the Issuer being deemed to have 7,089,000 shares of Common Stock issued and outstanding). Azzurra shares the power to vote and dispose of the Tamarix Shares and the Tamarix Warrants with Tamarix and Centaurus. Mr. Hauser is the beneficial owner of 415,079 shares of Common Stock (the "Hauser Shares") and warrants to purchase 965,203 shares of Common Stock (the "Hauser Warrants"), of which 1,286,949 shares are owned 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 Tamarix Warrants. Accordingly, Mr. Hauser beneficially owns 19.47% of the Common Stock on a fully diluted basis (based on the Issuer being deemed to have 7,089,000 shares of Common Stock issued and outstanding). Mr. Hauser has the sole power to vote and dispose of the Hauser Shares (which include the Tamarix Shares) and the Hauser Warrants (which include the Tamarix Warrants). Mr. Arbib is the beneficial owner of 113,492 shares of Common Stock (the "Arbib Shares") and warrants to purchase 294,147 shares of Common Stock (the "Arbib Warrants"). Accordingly, Mr. Arbib beneficially owns 5.75% of the Common Stock on a fully diluted basis (based on the Issuer being deemed to have 7,089,000 shares of Common Stock issued and outstanding). Mr. Arbib shares the power to vote and dispose of the Arbib Shares and the Arbib Warrants. Page 11 of 14 Pages Mr. Bulgari is the beneficial owner of 770,260 shares of Common Stock (the "Bulgari Shares") and warrants to purchase 698,567 shares of Common Stock (the "Bulgari Warrants"). Accordingly, Mr. Bulgari beneficially owns 20.72% of the Common Stock on a fully diluted basis (based on the Issuer being deemed to have 7,089,000 shares of Common Stock issued and outstanding). Mr. Bulgari has the sole power to vote and dispose of the Bulgari Shares and the Bulgari Warrants. Tamarix, Centaurus, Azzurra, 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 1,298,831 shares of Common Stock and warrants to purchase 1,957,917 shares of Common Stock (collectively, the "Group Shares"). The Group Shares include the Hauser Shares and the Hauser Warrants (which include the Tamarix Shares and Tamarix Warrants), the Arbib Shares, the Arbib Warrants, the Bulgari Shares and the Bulgari Warrants. Accordingly, the Group beneficially owns 45.94% of the Common Stock on a fully diluted basis (based on the Issuer being deemed to have 7,089,000 shares of Common Stock issued and outstanding). (c) Except as set forth on Schedule I annexed hereto, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days. (d) Reference is made to Items 4, 5 and 6 of this Statement. (e) Not applicable. Item 6 of the Schedule 13D, "Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer," is amended to add the following: On March 9, 1999, the Reporting Persons entered into the Shareholders Agreement Amendment, whereby pursuant to the Shareholders Agreement Amendment, the Reporting Persons have, among other things, agreed to vote together in the election of directors of the Issuer and in favor of certain other actions requiring shareholder vote. If the Reporting Persons are unable to agree unanimously on how to vote their shares, each Reporting Person is permitted to vote his or its own shares. Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is amended to add the following: Exhibit No. 9 - Second Amendment to Centaurus Shareholders Agreement among Centaurus, Azzurra, Ixion, Mark Hauser, Emanuel Arbib, Gianni Bulgari and William Spier, dated as of March 9, 1999 Page 12 of 14 Pages 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: March 23, 1999 TAMARIX INVESTORS LDC By: /s/ Mark Hauser ------------------------------------ Chairman CENTAURUS MANAGEMENT, LDC By: /s/ Mark Hauser ------------------------------------ Director AZZURRA, INC. By: /s/ Mark Hauser ------------------------------------ Chairman MARK HAUSER /s/ Mark Hauser ------------------------------------------- EMANUEL ARBIB /s/ Emanuel Arbib ------------------------------------------- GIANNI BULGARI /s/ Gianni Bulgari ------------------------------------------- Page 13 of 14 Pages SCHEDULE I ---------- TRANSACTIONS IN COMMON STOCK OF TRIDENT ROWAN GROUP, INC. DURING THE PRECEDING 60 DAYS
Transaction Transaction Number of Date Reporting Person Type Shares Total Cost ---- ---------------- ---- ------ ---------- 3/9/99 Gianni Bulgari Purchase 198,831 $1,386,000
Page 14 of 14 Pages EX-9 2 SHAREHOLDERS AGREEMENT Exhibit 9 --------- SECOND AMENDMENT TO CENTAURUS SHAREHOLDERS AGREEMENT AGREEMENT made as of the 9th day of March, 1999, among Centaurus Management, LDC ("Centaurus"), Azzurra, Inc. ("Azzurra"), Ixion LDC ("Ixion"), Mr. Emanuel Arbib, Mr. Gianni Bulgari, Mr. William Spier and Mr. Mark Hauser. Azzurra and Ixion are hereinafter sometimes referred to individually as a "Shareholder", and collectively as the "Shareholders". Messrs. Arbib, Bulgari and Hauser are hereinafter sometimes referred to collectively as an "Individual", and collectively as the "Individuals". Each Shareholder and Individual are hereinafter sometimes referred to as a "Party" and are collectively referred to as the "Parties". WITNESSETH WHEREAS, the Individuals organized Tamarix Investors LDC ("TI") for the sole purpose of acquiring equity securities of Trident Rowan Group, Inc. ("TRG"); and WHEREAS, Messrs. Arbib and Bulgari, on the one hand, and Messrs. Spier and Hauser, on the other hand, organized Ixion and Azzurra, respectively, to own their respective interests in Centaurus, the managing shareholder of TI; and WHEREAS, the Parties hereto wish to clarify their relationship and in connection therewith to serve the best interests of TRG and TI; and WHEREAS, the Shareholders and the Individuals entered into the Centaurus Shareholder Agreement as of the 25th day of April 1997; and WHEREAS, the Shareholders and the Individuals entered into the Amendment to Centaurus Shareholders Agreement as of the 5th day of December 1997 (the Centaurus Shareholder Agreement, as so amended the "Agreement"); and WHEREAS, the Shareholders and the Individuals wish to further amend the Agreement as set forth below. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Shareholders and the Individuals hereby agree as follows: 1. TI agrees to transfer to Ixion or its nominees 634,921 shares of common stock of TRG owned by TI, and Centaurus agrees to transfer to Ixion or its nominees 145,630 warrants of TRG owned by Centaurus as specified on Exhibit I hereto. 2. In consideration of and simultaneously with the transfer in Section 1 above: (i) Bulgari, Arbib and Ixion shall return to TI for cancellation all of their share certificates in TI and Centaurus; (ii) Bulgari and Arbib shall resign as officers and directors of TI and Centaurus; (iii) Bulgari, Arbib, and Ixion shall have no further right or interest of any kind in TI or Centaurus; and (iv) Bulgari, Arbib, and Ixion, their affiliates and advisor shall hereby be released from and shall be indemnified and held harmless by TI, Azzurra, Hauser, and Spier against any liability or obligation whatsoever in connection with TI and Centaurus. 3. Each of TI on the one hand and Ixion and Gianni Bulgari jointly on the other hand (collectively with each of their respective affiliates, the "Indemnifying Party") shall indemnify and hold harmless the other Party (collectively with each of their respective affiliates, the "Indemnified Party") for any damages, costs and expenses that the Indemnified Party incurs resulting from a claim that the Indemnifying Party failed to satisfy 50% of the put of TRG shares exercised by Finprogetti. 4. The Parties agree to continue to vote together all shares of TRG owned by them or their affiliates (including shares owned legally or beneficially and shares over which any of them have a proxy or voting control) for the election of TRG directors and for all other TRG decisions where a shareholder vote is required, provided, however, that if the Parties are unable to agree unanimously on how to vote their TRG shares, then each Party shall be allowed to vote his or its TRG shares as he/it so desires and TI shall waive any rights it may have under the Inducement Agreement or otherwise with respect to such vote. 5. The Parties acknowledge that, with respect to the agreements reflected in this second amendment to the Agreement and all other agreements they have entered into with each other relating to their investment in TRG, TI and Centaurus (collectively, the "TRG Agreements"), no dispute has existed or continues to exist between them and no events have arisen which have or could give a cause of action to any of them regarding the TRG Agreements. Accordingly, each Party agrees that it or he shall not bring any claim, action, or suit against another Party that relates to any of the TRG Agreements. 6. Each of Ixion, Bulgari and Arbib represent that they have incurred no obligations on behalf of TI (other than actions taken by Arbib in the ordinary course of his duty as a Director of TI which have been disclosed to Hauser), and that they have declared in writing to TI, Azzurra, Hauser, and Spier all information relating to all fees or obligations (including professional fees) that TI may be obligated to satisfy. TI represents that it has paid all bills, including professional fees, submitted to it for payment. 7. Simultaneously with the execution hereof, the Parties shall deliver to Mr. Hauser for filing fully executed copies of all mutually satisfactory resolutions and the documents annexed hereto, which are necessary to finalize the matters covered in this agreement and any other previous matters relating to Centaurus and TI. 8. This agreement supersedes all prior agreements solely among the Parties, which prior agreements are considered null and void. 9. The Agreement and this Amendment thereto shall be governed by the laws of the State of New York without regard to its conflict of laws and principles. Any dispute hereunder shall be adjudicated in any federal or state court located in the Southern District of the State of New York. The Parties hereby consent to the jurisdiction of such courts and waive any claim they may have that such forum is not convenient. 10. The Parties shall do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated hereby, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this amendment to the Agreement and carry out its provisions (including providing the necessary instructions to their respective counsel and TRG), or modify any term hereof that may be deemed or determined to be unenforceable or in conflict with any other arrangement between or among the Parties in order to effect the interests and purposes hereof as closely as possible. The stock and warrants transferred pursuant to paragraphs 1 and 2 hereof shall be accompanied by appropriate transfer instruments and all such transfers shall be free and clear of all liens, claims and encumbrances. 11. [Omitted.] IN WITNESS WHEREOF, the parties hereto have hereunto set their hand as of the date first above written. CENTAURUS MANAGEMENT, LDC By: /s/ Mark Hauser ----------------------------- Mark Hauser By: /s/ Emanuel Arbib ----------------------------- Emanuel Arbib AZZURRA, INC. By: /s/ Mark Hauser ----------------------------- Mark Hauser By: /s/ William Spier ----------------------------- William Spier IXION, LDC By: /s/ Gianni Bulgari ----------------------------- Gianni Bulgari By: /s/ Emanuel Arbib ----------------------------- Emanuel Arbib By: /s/ Mark Hauser ----------------------------- Mark Hauser By: /s/ Emanuel Arbib ----------------------------- Emanuel Arbib By: /s/ Gianni Bulgari ----------------------------- Gianni Bulgari By: /s/ William Spier ----------------------------- William Spier -----END PRIVACY-ENHANCED MESSAGE-----