September 29, 1999,
TRGI Announces Strategic Restructuring of Board of Directors
NEW YORK--(BUSINESS WIRE)--Sept. 29, 1999--Trident Rowan Group, Inc. (OTC BB:TRGI) today announced plans to propose to its shareholders a restructuring of its Board of Directors to give more prominence and representation to its two largest shareholders, reflecting their respective ownership interests in the Company. The restructuring reflects the Company's new strategy, which includes a greater focus on Moto Guzzi Corporation (OTC BB:GUZI), of which it owns approximately 60%. Moto Guzzi was taken public nearly six months ago.
The Company will sh ortly propose to its shareholders a board comprised of Mark Hauser, Gianni Bulgari, Emanuel Arbib, Howard Chase and three prominent independent directors. In addition, the CEO position will be assumed on a shared basis between Mr. Hauser and Mr. Arbib. The restructuring effort is a direct result of a recent agreement signed by the Company and a number of principal TRGI shareholders including Mark Hauser and Gianni Bulgari, all of whom are strongly committed to working together to build the value of Moto Guzzi Corporation and in turn TRGI.
The addition of the new board members is one of several methods by which TRGI plans to increase shareholder value. As additional support, the shareholders have recently invested further capital into Moto Guzzi. In addition, by utilizing part of the proceeds of the asset liquidation program being undertaken by TRGI, the Company has recently made a US$3 million one year loan to Moto Guzzi.
"There have been distracting rumors in the Italian press focusing on alleged internal differences between Mr. Bulgari and myself. While we may have different backgrounds and styles, we have always shared and continue to share a common goal to build the value of Moto Guzzi and hence TRGI," said Mark Hauser, Trident Rowan Group Chief Executive Officer. "TRGI and Moto Guzzi present a very exciting opportunity, one with promise and future. I do not believe TRGI's current share price is in any way reflective of the value of the company's underlying assets."
"Since I joined Mr. Hauser in this investment almost two years ago, we have made significance strides in building Moto Guzzi including the introduction of a new management team, the infusion of capital and the initial implementation of a jointly developed five year plan. We are definitely moving in the right direction. We look forward to building and enhancing the company together as a team," said Gianni Bulgari. New models recently launched by Moto Guzzi have been enthusiastically received especially in the US market as witnessed by a strong sales growth and wide acceptance of new models which have appeared on the cover of several specialized magazines in the last few weeks.
Emanuel Arbib, co-CEO of the company stated, "As part of the plan agreed by TRGI's principal shareholders and the company, TRGI expects to complete in the near future its non-core asset disposal plan, which has already resulted in the sale of several real estate assets located in Italy.
Further, we have collected most of the outstanding tax receivables and are in various stages of negotiations over the sale of the remaining non-core assets."
---End of Press Release---
Friday March 25, 1999
Scandellari Appointed Managing Director Of Moto Guzzi, S.p.A.
March 25, 1999
Milan, Italy - (AMN) Mark Hauser, Executive Chairman of Moto Guzzi Corp.,announced the appointment of Mario Scandellari as the Managing Director(Amministratore Delegato) of Moto Guzzi, S.p.A., the international motorcycle company's principal manufacturing facility which is located in Mandello del Lario, Italy.
Moto Guzzi Corp. is a subsidiary of the Triden Rowan Group, Inc.
Scandellari comes to Moto Guzzi with extensive expertise in the industrial manufacturing sector, including significant experience in the motorcycle industry. As an engineer and a leader in the restructuring of businesses, he served for over 10 years as a senior executive, including General Manager, of Ducati-Cagiva. He wasinvolved subsequently in helping to restructure other Italian-based international corporations.
"Mario Scandellari's appointment is a major step forward in our program to reinvigorate the brand name of Moto Guzzi," stated Hauser. "With the public financing having closed earlier this month, we have consolidated the firm's financial position and are now bolstering the company by placing this leading executive at the helm. We are delighted that he is both an accomplished engineer and a seasoned, well-respected industrialist in our special field."
The new Managing Director added: "Moto Guzzi is an extraordinary brand name with enviable traditions associated with its products. I am very pleased to complete what has evolved into an exceptionally strong management team, and I see my primary mandate as growing the business."
Tuesday August 18 1998, 5:32 pm Eastern Time
NEW YORK--(BUSINESS WIRE)--Aug. 18, 1998--Trident Rowan Group, Inc. (Nasdaq: TRGI - news) announced today that its 80%-owned subsidiary, Moto Guzzi Corp., the U.S. parent of Moto Guzzi S.p.A., the renowned Italian manufacturer of high-performance motorcycles, executed a definitive merger agreement with North Atlantic Acquisition Corp. (OTC: NACQA - news).
Under the terms of the merger, while North Atlantic will be the surviving corporation, the current shareholders of Moto Guzzi will own approximately 79% of the combined company, whose common stock will be publicly traded. The largest shareholders of the merged entity, which will be renamed Moto Guzzi Corporation, will be Trident Rowan Group and another of its subsidiaries, O.A.M. S.p.A., which together will own approximately 62.5% of the surviving company's Class A Common Stock. Current owners of Moto Guzzi's preferred stock will own an additional approximately 15.6% of the Class A Common Stock. The consummation of the merger will require, among other things, the approval of the shareholders of both companies.
North Atlantic was formed in 1995 for the express purpose of serving as a vehicle to effect a merger, exchange of capital stock, asset acquisition or other business combination with an operating company. North Atlantic raised approximately $8.9 million net of underwriting fees and expenses in August 1997 through an initial public offering of its common stock.
The company plans to utilize cash obtained through the merger with North Atlantic, as well as financing secured from other sources, to enhance the company's manufacturing operations, to fund research and development costs incurred in connection with the introduction of new motorcycle and scooter lines and to finance expanded global marketing and promotion activities, with particular emphasis on the key U.S. market. In addition, the surviving corporation may, under certain circumstances, realize proceeds of up to approximately $15 million through the exercise of North Atlantic's existing warrants, thereby providing Moto Guzzi with additional equity capital that will be utilized to further revitalize and enhance the company's brand and market position.
Mark Hauser, who will serve as Chairman of Moto Guzzi following completion of the merger, stated that, ``This transaction provides the equity capital required to start to execute Moto Guzzi's five year business plan, the objective of which is to return to, and ultimately exceed sales levels of approximately 25,000 units annually, which is below the unit volumes achieved in the late 1960s and early 1970s.'' Mario Tozzi-Condivi, the President of Moto Guzzi's Italian manufacturing subsidiary, stated that, ``The investment we will make following the merger, combined with the company's potential relocation of the bulk of its operations to a state-of-the-art facility in Monza, Italy, will provide Moto Guzzi with a platform to return to its historical position as one of the leading designers, manufacturers and marketers of heavyweight motorcycles in the world.''
Moto Guzzi, one of the oldest and most storied motorcycle manufacturers in the world, is headquartered in Mandello del Lario, Italy and is currently a subsidiary of Trident Rowan Group, Inc. The company produces several models of heavyweight high-performance motorcycles, including the ``California,'' ``Nevada Club,'' ``V10 Centauro,'' and ``1100 Sport Corsa.'' After a 1993 low in production of fewer than 3,000 units, the company in 1997 sold 5,593 units and generated 85.9 billion Lira (approximately US$50 million) in net sales.
The Moto Guzzi turnaround was commenced by Trident Rowan Group in 1994, following the completion of the sale of its former Maserati automobile manufacturing operations to the Fiat group and the retirement of its long-time principal shareholder and former chairman, Alejandro DeTomaso. Howard E. Chase, Chairman of the Board of Trident Rowan, noted that the merger with North Atlantic represents another critical step in the evolution of Moto Guzzi.
The information in this press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the safe harbor created by those sections. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements.
Trident Rowan Group, New York Mark Hauser/Howard Chase, 212-644-4441/732-868-9000 or Ruder Finn, New York Jennifer Young, 212-583-2783
Wednesday April 29, 12:47 pm Eastern Time
Company Press Release
SOURCE: Trident Rowan Group, Inc.
Moto Guzzi S.p.A. and Piaggio Complete Agreement For Motorcycle Engine Development and Manufacture
Trident Rowan Group, Inc. Continues Efforts to Build Value at Moto Guzzi
SOMERSET, N.J., April 29 /PRNewswire/ -- Trident Rowan Group, Inc. (Nasdaq: TRGI - news) today announced that Moto Guzzi S.p.A. -- the company's Italian-based subsidiary that manufactures high-performance motorcycles -- has signed an agreement with Piaggio S.p.A. for the development and manufacture of four stroke engines for new motorcycles being developed by Moto Guzzi specifically for urban transport and ``sports'' applications.
As part of this agreement, Moto Guzzi will acquire the tools and drawings for a 600 cc monocylinder engine, which Moto Guzzi will manufacture in-house. In addition, Piaggio will supply Moto Guzzi with medium capacity scooter engines which Piaggio will manufacture for Moto Guzzi's account from November 1999-the planned delivery date of the first of such engines-until 2004.
``This is a decisive step in the direction of the planned expansion of Moto Guzzi's product range,'' stated Oscar Cecchinato, Chief Executive Officer at Moto Guzzi, ``designed to increase the competitiveness of our trademark in the new millennium. This agreement gives the Mandello business another key element in its plans for innovative products, which will allow Moto Guzzi to reenter market segments in which in the past it was the undisputed market leader.'' (etc...)
Monday March 23, 2:14 pm Eastern Time
Company Press Release
SOURCE: Trident Rowan Group, Inc.
Trident Rowan Group, Inc. Board Elects Howard E. Chase, Chairman of the Board of Directors; Mark Hauser, President and Chief Executive Officer; Emanuel Arbib, Chief Financial Officer Determines Company Will Capitalize on Renewed Strength at Moto Guzzi, Enhance Corporate Focus and Direct Substantial Resources to its Motorcycle Subsidiary
SOMERSET, N.J., March 23 /PRNewswire/ -- Trident Rowan Group, Inc. (Nasdaq: TRGI - news) today announced that at its Board of Directors Meeting held on March 18, 1998, Howard E. Chase was elected Chairman of the Board of Directors; Mark Hauser was elected President and Chief Executive Officer; and, Emanuel Arbib was elected Chief Financial Officer.
The Company further announced that based upon substantially improved production and sales figures achieved in recent months by Moto Guzzi S.p.A, its Italian-based manufacturer of high performance motorcycles, Trident Rowan Group will substantially increase its focus, energies and resources on enhancing the value of Moto Guzzi, and will not pursue any new business opportunities at this time. The company plans to dispose of its non-core assets to direct all of its resources in support of Moto Guzzi.
In making today's announcement, Mr. Chase, newly elected Chairman of the Board, stated, ``Mark and Emanuel, each of whom have served as Trident Rowan directors since last May, have already brought tremendous entrepreneurial strengths and international focus to the company. As they assume their new, operating roles at Trident Rowan Group, I am confident the company will benefit greatly from their expertise, energy and business acumen.''
Continued Mr. Chase, ``With Mark's strong track record as a merchant banker and Emanuel's extensive business experience in Italy, the three of us will be working as a team to reduce overhead at Trident Rowan Group, Inc., organize the long-term financing to implement Moto Guzzi's five-year plan, and dispose of non-core Italian assets. These important steps will enable Trident Rowan Group to more fully focus on growing Moto Guzzi.''
Commented Mark S. Hauser, Trident Rowan Group's newly elected President and Chief Executive Officer, ``Despite 1997's losses, Emanuel Arbib and I, as general partners of the investment vehicle which is the company's largest single stockholder, believe that the increasing value of Moto Guzzi, resulting from its turnaround, more than justifies our investment in Trident Rowan Group, Inc. We both look forward to working with Mr. Chase and other members of management to enhance the value of the company for all shareholders.''
Background on Messrs. Chase, Hauser and Arbib
>> miscellaneous personal stuff snipped ...<<
Renewed Strategic Focus on Moto Guzzi Mr. Chase also announced today that Trident Rowan Group, Inc. will refocus its attention and corporate resources on Moto Guzzi to maximize shareholder value. ``Moto Guzzi, which is a 75 year old company that has clearly established a reputation around the globe for manufacturing high performance motorcycles, has recently demonstrated its very strong, upside potential.''
Retail registrations for Moto Guzzi motorcycles in Italy in January and February of this year were up more than 45% over last year during the same period; and, retail registrations in the important markets of Germany, France and England during the same period year-to-year were substantially greater than 45%.
Mr. Chase also noted that the evolution of Moto Guzzi's Classic California Cruiser model has been exceedingly well-received, with strong retail demand for the product in all markets. It is anticipated that this motorcycle will be the principal production model for 1998. In addition, in the second quarter of this year, Moto Guzzi will bring to showrooms its newly styled ``low rider'' version of the ``California'' model and a new version of the ``Quota'' -- which is a dramatic off-road motorcycle, powered by an 1100 cc engine. Mr. Chase further commented that the company's 1998 motorcycle sales in Japan are anticipated to increase by more than 20% over 1997 levels, and that Moto Guzzi has not been adversely impacted by recent instability in the Asia region.
``In short,'' stated Mr. Chase, ``Moto Guzzi production rates are up, sales are up, and worker productivity is up. Heading this effort is Oscar Cecchinato, who as CEO at Moto Guzzi, has built a highly focused and talented team of professionals who are helping to make this dramatic turnaround a reality. Further, projected Moto Guzzi sales and production in the first quarter of 1998 are anticipated to be up more than 25% above the comparable period last year. Based on these early indicators, we are encouraged that Moto Guzzi will enjoy a significantly better performance this year versus 1997 in terms of production, sales and bottom line results.''
Supported by recent business trends at Moto Guzzi, the company also reported that it was able to secure a 10-year term loan for Lit. 10 billion at an interest rate of 6%, reflecting well on progress being made at that subsidiary.
SOURCE: Trident Rowan Group, Inc.
This was originally posted to the Moto Guzzi Listserve by -- Jeff at vtwin dot com