SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-2642
(Check one): / / Form 10-K and Form 10-KSB / / Form 11-K
/ / Form 20-F /X/ Form 10-Q and Form 10-QSB / Form N-SAR
For period ended September 30, 1999
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/ / Transition Report on Form 10-K and Form 10-KSB
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q and Form 10-QSB
/ / Transition Report on Form N-SAR
For the transition period ended
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:________________________
_______________________________________________________________________________
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PART I
REGISTRANT INFORMATION
Full name of registrant Trident Rowan Group, Inc.
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Former name if applicable
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Two Worlds Fair Drive
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Address of principal executive office (STREET AND NUMBER)
Franklin Township
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City, State and Zip Code Somerset, New Jersey 08873
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PART II
RULE 12B-25(c) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
/X/ (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
/X/ (b) The subject annual report, semi-annual report, transition
report on Forms 10- K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
The financial and accounting services which are generally made
available to the Company on a limited basis by its subsidiaries were unavailable
on a timely basis because of other exigent assignments critical to the
subsidiaries' financing and operations.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
David Lerner 212-735-8609
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
or the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
If the answer is no, identify report(s).
/X/ Yes / / No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
/X/ Yes / / No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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The Company expects to report a smaller loss for the three month period
ending September 30, 1999 compared to the 1998 period because of improved
operations at the Company's principal operating subsidiary, Moto Guzzi
Corporation. The Company's other operations are not expected to show a material
difference for the 1999 periods compared to 1998. Results of operations for the
three and nine month periods ended September 30, 1999 and 1998 largely reflect
the operations of Moto Guzzi.
Net sales increased by Lit. 1.3 billion, or 5.1% in the third quarter
of 1999 to Lit. 27,182 million, compared to Lit. 25,856 million in 1998, due to
an increase in sales at Moto Guzzi of Lit. 1.9 billion, or 9.7%, from Lit. 19.6
billion to Lit. 21.5 billion and an increase in Moto Guzzi unit sales to 1,608
in the 1999 period compared to 1,302 in 1998.
Actual gross margins were unchanged in the 1999 third quarter compared
to 1998, although gross margins decreased as a percentage of sales to 13.4% from
14.1% in 1998. The percentage decline was due principally to lower average
selling prices of the mix of Moto Guzzi units sold in 1999.
Selling, general and administrative expenses declined to Lit. 6.0
billion from Lit. 6.2 billion, reflecting continuing reductions in corporate
overhead costs, offset partially by a Lit. 500 million increase in such expenses
at Moto America reflecting the installation of new management and the
development of the sales network.
As a result of the above factors, and the absence of a Lit. 1.9 billion
charge for reorganization expense which was incurred at Moto Guzzi in the third
quarter of 1998, net loss in the third fiscal quarter of 1999 declined to Lit.
2.7 billion compared to Lit. 5.5 billion in the comparative 1998 quarter.
For the nine month period ended September 30, 1999, the Company
realized net income of Lit. 10.8 million, compared to a net loss of Lit. 11.5
billion in the 1998 period. Net income was the result of the gain realized by
the Company during the first quarter of 1999 on the merger of its former Moto
Guzzi Corp. subsidiary into North Atlantic Acquisition Corp., which was then
renamed Moto Guzzi Corporation. The gain offset a decline in net sales at Moto
Guzzi for the 1999 nine month period to Lit. 62,923 million from Lit. 67,622
million in the 1998 period, and an increase in net loss at Moto Guzzi from Lit.
8.6 billion to Lit. 14.1 billion. The increase in Moto Guzzi's loss was largely
due to lower sales in the first quarter of 1999 compared to 1998, which in turn
was caused by a serious liquidity shortage in the 1999 period and the
recognition of certain public administrator sales in the 1998 period.
Gross margins declined to Lit. 8.8 billion, or 10.9% of sales, in the
1999 nine-month period, from Lit. 15.4 billion, or 17.5% of sales, in the 1998
period. The decline was due to a lower-priced Moto Guzzi product mix and to the
effect of fixed overhead being spread out over fewer units.
12b25-4
TRIDENT ROWAN GROUP, INC.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date November 15, 1999 By Mark S. Hauser
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Mark S. Hauser, President
INSTRUCTION. The form may be signed by an executive officer of
the registrant or by any other duly authorized representative. The name
and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the
registrant by an authorized representative (other than an executive
officer), evidence of the representative's authority to sign on behalf
of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (SEE 18 U.S.C. 1001).
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