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Comtech Group Inc · 10-K/A · For 12/31/95

Filed On 5/7/96 · SEC File 0-02642 · Accession Number 950112-96-1332

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 5/07/96  Trident Rowan Group Inc           10-K/A     12/31/95    1:16                                     950112

Amendment to Annual Report · Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                            16     67K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Certain Relationships and Related Transactions Compensation of Directors Directors Directors and Executive -- Officers of the Registrant Executive Compensation Security Ownership of Certain -- Beneficial Owners and Management
1	1st Page
2	Item 10. Directors and Executive -- Officers of the Registrant
"	Directors
7	Item 11. Executive Compensation
10	Compensation of Directors
13	Item 12. Security Ownership of Certain -- Beneficial Owners and Management
15	Item 13. Certain Relationships and Related Transactions

10-K/A 1st Page of 16 TOC Top Previous Next Bottom Just 1st
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A, AMENDMENT NO. 1

(Mark One)                                                                      

 X  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
---                                                                             
of 1934  [Fee Required]                                                 

 For the fiscal year ended    December 31, 1995     or
                        ------------------------

    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
---                                                                             
Act of 1934. [No Fee Required]                                                  

For the transition period from                          to                      
                               ------------------------     -------------------.

Commission File Number   0-2642                                                 
----------                        

DE TOMASO INDUSTRIES, INC.
--------------------------
(Exact name of registrant as specified in its charter)

Maryland                                              52-0466460    
--------------------------------                     -------------------------  
(State of other jurisdiction of                      (I.R.S. Employer I.D. No.) 
incorporation or organization)                                                  

P.O. Box 856                                                
107 Monmouth Street, Red Bank, New Jersey                    07701              
------------------------------------------               ------------           
(Address of principal executive offices)                  (Zip Code)            

Registrant's telephone number, including area code:        (908) 842-7200       
                                                    ----------------------------

Securities registered pursuant to Section 12(b) of the Act: 

                                                   Name of each exchange
 Title of each class                               on which registered
  -------------------                              ---------------------

None

     Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $2.50 per share 

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was     
required to file such reports), and (2) has been subject to such filing         
requirements for the past 90 days.                                              

Yes:      X                             No:                           
------------                            ------------        

The aggregate market value of the voting stock held by non-affiliates of the    
registrant, computed by reference to the average of bid and asked price of the  
stock as of March 28, 1996, was $48,444,756.                                    

The number of shares of common stock, $2.50 par value, outstanding as of March  
28, 1996 was 4,714,332.                                                         

DOCUMENTS INCORPORATED BY REFERENCE:

 None.

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      PART III

Item 10.  Directors and Executive                                               
-------   Officers of the Registrant                                            
--------------------------                                  

Directors                                                                       
---------                                                                       
   Position with Company
               and Business Experience  Director
Name                    Age   During Past Five Years    Since                 
----                    ---   ----------------------    -----                 

Giovanni Avallone       54   Director;  Director   of    1995                 
    Finprogetti        since
    February    2,     1993;
    Director  of Lita S.p.A.
    since    February    12,
    1995;    Director     of
    Interim   S.p.A.   since
    April  26, 1993;  Direc-
    tor    of   TIM    since
December 16, 1994.  

Howard E. Chase         59   Director;  Secretary  of    1971                 
    the Company and  Company
    counsel  from 1971 until
    September    1,    1995;
    Vice-President  of   the
    Company   from  1986  to
    October    28,     1995;
    partner   of    Morrison
    Cohen   Singer  &  Wein-
    stein,  LLP  from  April
    1984 until September  1,
    1995;   President    and
    Chief Executive  Officer
    of  the  Company   since
October 28, 1995.   
Albino Collini          54   Director;      Executive    1995                 
    Vice    President    and
    Chief Operating  Officer
    of  the  Company   since
    October    28,     1995;
    Director  of  Moto Guzzi
    since  July  24,   1995;
    President of TIM  S.p.A.
    and  predecessors  since
    1987; Managing  Director
    of  Finprogetti   S.p.A.
    since   July  20,  1995;
    Director of  Finprogetti
    International   Holding,
    S.A.  since  October 29,
    1993;    Director     of
    Titanus   S.p.A.   since
May 25, 1995.       

     2

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   Position with Company
              and Business Experience   Director
Name                    Age    During Past Five Years   Since                   
----                    ---   ----------------------    -----                   

Mario Tozzi-Condivi     71   Director; Vice  Chairman    1993                   
  since  October 28, 1995;
  Director of Moto  Guzzi,
  S.p.A.  since  July  24,
  1995;  President  of MAI
  since   February   1989;
  Chairman  of  the  Board
  of  Maserati  U.K. Ltd.,
  1986-1987;   Independent
  consultant  to   automo-
  bile          importers,
  distributors         and
  dealers   in    England,
  Italy,   Singapore   and
  South   Africa,    1984-
current.              

Roberto Corradi         59   Director;  Chairman   of    1989                   
  Progetto    S.a.A.    di
  Roberto  Corradi &  Co.,
  architectural      firm,
  since  1987; in  private
  architectural   practice
  for   more   than   five
years prior thereto.  
Carlo Garavaglia        52   Director;   Member    of    1995                   
  Studio            Legale
  Tributario   Associates,
  a  law  firm  in  Milan,
  for   more   than   five
  years;  Chairman of  the
  Board    of     American
  Finance   S.p.A.   since
  July 21, 1995;  Director
  of  AF  since May  1994;
  Director  and  President
  of   Moto  Guzzi   since
  July 24, 1995;  Director
  of  O.A.M. since May 20,
  1994;  Chairman  of  the
  Board  of  O.A.M   since
  July  21, 1995; Director
  of Finprogetti  Investi-
  menti        Immobiliare
  S.p.A.  since October 8,
  1993; Director of  Grand
  Hotel    Bitia    S.r.l.
  since   March  4,  1994;
  Director  of  TIM  since
  December    16,    1994;
  Director  of   Tridentis
  Financiere S.r.l.  since
  December    20,    1990;
  Director of  Finprogetti
  S.p.A.  since  September
2, 1993.              

Maria Luisa Ruzzon      49   Director of  Finprogetti    1995                   
  S.p.A.  since   February
2, 1993.              

3                 

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   Position with Company
              and Business Experience   Director
Name                    Age    During Past Five Years   Since                   
----                    ---   ----------------------    -----                   

Santiago De Tomaso      40   Director, President  and    1993                   
  Chief Operating  Officer
  of   the  Company   from
  1993     to      October
  28,1995;    Sales    and
  Promotion  Manager   and
  Member of  the Board  of
  Directors  of   DeTomaso
  Modena  S.p.A. for  more
  than   the   past   five
  years;  Vice   President
  of           Immobiliare
  Canalgrande  S.p.A.  for
  more than the past  five
  years;    Administratore
  Unico  of  Storm  S.r.l.
  since   May   18,  1992;
  Member of the Boards  of
  Directors of Moto  Guzzi
  S.p.A.   and    American
  Finance   S.p.A.,   each
  for more  than the  past
five years.           

Francesco Pugno         66   Chairman  of  the  Board    1995                   
Vanoni                       since October 28,  1995;                           
   President            of
  Finprogetti  S.p.A.  for
  more  than  five   prior
  years;    Director    of
  Ceccato,  S.p.A. and  of
  Finceccato,  S.p.A.  for
  more than the past  five
years.                

   None of the above-described persons except Mr. Chase is a director of any
company with a class of securities registered pursuant to Section 12 of the     
Securities Exchange Act of 1994 or of any company registered as an Investment   
Company under the Investment Company Act of 1940.  Mr. Chase, in 1987, became a 
director of Thoratec Laboratories, Inc., a company with a class of securities   
registered pursuant to Section 12 of the Securities Exchange Act of 1934.  There
is no family relationship among any of the members of the Board of Directors or 
the officers of the Company.                                                    

     The Company has no standing nominating committee of the Board of Directors,
or committee performing similar functions.  A compensation committee was estab- 
lished on October 28, 1995;  Mr. Corradi is currently its sole member.  An audit
committee was established in 1989 but has not held any meetings.  In respect of 
all of these functions, the Board has acted as a committee of the whole.  All of
the current members of the Board of Directors who were or became directors in   
1995 attended at least 75% of the meetings held in such year during their term  
of service, other than Mr. Corradi.  The term of each Director will expire when 
his successor shall have been elected and shall have qualified.  Non-employee   
directors will be compensated for their services as such, at the rate of $4,000 
per year.  See "Compensation of Directors" below.                               
 ---

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Principal Security Holders                                                      
--------------------------                                                      

    The following table sets forth, as at April 19, 1996, information concern-
ing the beneficial ownership of voting securities of the Company by each person 
who is known by Management to own beneficially more than 5% of any class of such
securities:                                                                     

            Name and Address of       Amount Bene-   Percent
Title of Class        Beneficial Owner          ficially Owned of Class         
--------------        -------------------       -------------- --------         

Common Stock          Finprogetti, S.p.A.         1,786,680(1)    37.9%         
Common Stock          Pirunico Trustees (Jersey)                                
             Limited(2)                    776,530       16.5%

     1    Of such amount, 248,673 shares are held in escrow pending satisfaction
 of a condition precedent and may not be voted by Finprogetti.
         Finprogetti therefore may vote 32.6% of all votes entitled tobe cast.
      Such amount excludes 165,974 owned beneficially by Albino Collini.

 2    Pirunico Trustees (Jersey) Limited is the trustee of a trust which
  acquired by gift shares formerly owned by the Company's former
principal shareholder.                                      

Executive Officers                                                              
------------------                                                              
                     Position with Company
                       and Business Experience
Name               Age            During Past Five Years            
----               ---            -----------------------           

Francesco Pugno Vanoni(1)                                                       

Howard E. Chase(1)                                                              

Albino Collini(1)                                                               

Santiago De Tomaso(1)                                                           

Mario Tozzi Condivi(1)                                                          

Carlo Previtali          52   Director of Finprogetti International Holding,    
                     S.A. from November 1988 to December 1994;
                              Director of Nolan S.r.l. from May 1989 to November
                             1990; Director of Serfin S.r.l. from October 1989
                           to July 1992; Chief Executive Officer of Profin
       S.p.A. from January 1990 to

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                     Position with Company
                       and Business Experience
Name               Age            During Past Five Years            
----               ---            -----------------------           

                           December 1995; Director of Idea Uno S.r.l. from
                              February 1990 to June 1992; Director of Cem S.p.A.
                            from March 1990 to January 1991; Chief Executive
                        Officer of Unifin, S.r.l. from March 1990 to
                            October 1991; Director of Finpromerchant, S.r.l.
                            from June 1990 to October 1992; President of San
                            Giorgio S.r.l. (a non-executive title) from July
                              1990 to November 1993; Director of Fintrade S.p.A.
                             from September 1990 to February 1994; Director of
                            Finprogetti Immobiliari, S.p.A. from May 1991 to
                           May 1994; Director of Progetti Cosmetics S.r.l.
                          from June 1991 to June 1994; Director of Oikos
                              S.r.l. from September 1991 to March 1993; Director
                           of Team Finanziaria S.r.l. from October 1991 to
                              July 1993;  Director of Codd And Date, S.p.A. from
                        December 1992 to February 1994; President of
                          Penice Immobiliari S.r.l. from January 1993 to
                     December 1994; Chief Executive Officer of
                             Finprogetti Investimenti Immobiliare, S.p.A. from
                      February 1993 to October 1995; Director of
                              Finproservice, S.p.A. from March 1993 to September
                              1994; Director of O.A.M., S.p.A. from July 1995 to
                         December 1997;  Director of American Finance,
                             S.p.A. from July 1995 to December 1997;  Director
                         of Opticos S.r.l. from May 1983 to July 1991;
                        President of Trimi S.r.l. from April 1990 to
                          October 1992; San Giorgio S.r.l., in which Mr.
                        Previtali held a non-executive post until he
                              resigned in November 1993, has been in "controlled
                            administration" in Italy since 1995.  Controlled
                         Administration is roughly analogous to United
             States bankruptcy reorganization.

Catherine D. Germano     67   Assistant Treasurer and Assistant Secretary; Trea-
                              surer and Secretary of the Company from 1973 until
October 28, 1995.   
_____________________________                                                   

    1         Information relating to the ages, positions with the Company and
             past business experience of Messrs. Chase, Collini, Tozzi-Cond-
             ivi, Pugno Vanoni and DeTomaso is set forth above under "Direc-
           tors."  All executive officers will serve in their respective
           capacities until their successors shall have been elected and
shall have qualified.                             

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Item 11.       Executive Compensation                                           
-------        ----------------------                                           

Summary of Cash and Certain Other Compensation

  The following table shows, for the three fiscal years ended December 31,
1995, 1994 and 1992 the cash compensation paid or accrued for those years to the
President of the Company and each of the most highly compensated executive offi-
cers of the Company other than the President whose aggregate annual salary and  
bonus exceed $100,000 for the Company's last fiscal year ("Named Executives") in
all the capacities in which they served:                                        

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                                                        · Enlarge/Download Table

                            SUMMARY COMPENSATION TABLE                                                                            

                                                                                    Long-Term Compensation                        
                                                                                    -----------------------------                 
                                  Annual Compensation                               Awards             Payouts                    
                               ---------------------------------------------------  ----------         --------                   
Name and                                                          Other             Restricted                                    
Principal                                                         Annual            Stock      Options/ LTIP       All Other      
Position                   Year   Salary(Lit./$)       Bonus(Lit./$)Compensation($) Awards($)  SARs (#) Payouts($) Compensation($)
--------                   ----   ---------------      ---------------------------- --------   -------- ---------- -------------- 
                                                                                                                                  
Alejandro DeTomaso -       1993  Lit. 659,233,333/          -0-        -0-            -0-         -0-       -0-          -0-      
President of the                       ($415,000)                                                                                 
Company until                                                                                                                     
April 2, 1993.                                                                                                                    

Santiago DeTomaso          1993  Lit. 110,000,000/           -0-       -0-            -0-         -0-       -0-          -0-      
President of the Company                ($69,270)                                                                                 
from April 2, 1993 until   1994  Lit. 100,000,000/           -0-       -0-            -0-       30,000      -0-          -0-      
October 28, 1995                        ($63,000)                                                                                 
                           1995  Lit. 76,500,000/                                                                                 
                                        ($48,000)                                                                                 

Howard E. Chase           1995   Lit. 155,737,000/           -0-       -0-            -0-      300,000      -0-          -0-      
President and Chief                     ($98,071)                                                                                 
Executive Officer                                                                                                                 
since October 28, 1995                                                                                                            

Albino Collini            1995   Lit. 186,700,000/       50,000,000    -0-            -0-      150,000      -0-          -0-      
Executive Vice President               ($117,569)         ($31,486)                                                               
since October 28, 1995                                                                                                            

Mario Tozzi Condivi       1995   Lit. 93,414,000/            -0-       -0-            -0-      200,000      -0-          -0-      
Vice Chair since                       ($58,825)                                                                                  
October 28, 1995                                                                                                                  

Domenico Costa            1995   Lit. 237,850,000/           -0-       -0-            -0-       60,000      -0-          -0-      
President of TIM                       ($149,781)                                                                                 

Arnolfo Sacchi -          1994   Lit. 192,000,000/           -0-       -0-            -0-          -0-      -0-          -0-      
Administratore Delegato                ($120,907)                                                                                 
of Moto Guzzi since       1995   Lit. 223,519,700/           -0-       -0-            -0-       60,000      -0-          -0-      
1994                                   ($140,756)                                                                                 


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       STOCK OPTION GRANTS

The following table sets forth information concerning the grant of stock  
options/SARs made during the fiscal year ended December 31, 1995 to each of the 
Named Executives:                                                               

                                                        · Enlarge/Download Table

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR                                                        

--------------------------------------------------------------------------------                                   
                  Individual Grants*                                                                               
-------------------------------------                                                                              
                   Percent of                              Potential Realizable Value                              
                   Number of    Total                 at Assumed Annual Rates              (Alternative to         
                   Securities   Options/                of Stock Price Appreciation       Potential Realizable     
                   Underlying    SARs                     For Option Term                        Value)            
                                                      -------------------------------  ----------------------------
                   Options/    Granted to                                                                          
                   SARs        Employees   Exercise or                                                             
                   Granted     in Fiscal   Base Price  Expiration                                   Grant Date     
Name                  (#)      Year        ($/Sh)      Date          0%     5% ($)       10% ($)    Present Value $
-------------------------------------------------------------------------------------------------------------------
                                                                                                                   
Howard E. Chase      300,000   31.25%      12.26       11/1/2000     -0-   150,000       1,155,000                 
Mario Tozzi Condivi  200,000   20.8%       12.26       11/1/2000     -0-   100,000         770,000                 
Albino Collini       150,000   15.6%       12.26       11/1/2000     -0-    75,000         577,500                 
Santiago De Tomaso    30,000    3.1%       12.26       11/1/2000     -0-    15,000         115,500                 
Domenico Costa        60,000    6.2%       12.26       11/1/2000     -0-    30,000         231,000                 
Arnolfo Sacchi        60,000    6.2%       12.26       11/1/2000     -0-    30,000         231,000                 

___________________________                                                     

*  All options are exercisable as to 20% of the grant cumulatively over five    
years.                                                                          

Stock Option Exercises                                                          
----------------------                                                          

 None of the Named Executives exercised any stock options in the 1995 fiscal
year.                                                                           

                                                        · Enlarge/Download Table


               AGGREGATE OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR                                          
                          AND FY-END OPTION/SAR VALUES                                                      
                                                                                   Value (1) of Unexercised 
                        Shares                       Number of Unexercised             In-the-Money         
                       Acquired                          Option/SARs at               Option/SARs at        
                          on             Value            FY-End (#)                      FY-End ($)        
                                                    -------------------------   ----------------------------
                      Exercise(#)    Realized($)    Exercisable  Unexercisable  Exercisable    Unexercisable
                      -----------    -----------    -----------  -------------  -----------    -------------
                                                                                                            
Howard E. Chase            -              -              -           300,000           -              -     
Mario Tozzi Condivi        -              -              -           200,000           -              -     
Albino Collini             -              -              -           150,000           -              -     
Santiago De Tomaso         -              -              -            30,000           -              -     
Domenico Costa             -              -              -            60,000           -              -     
Arnolfo Sacchi             -              -              -            60,000           -              -     

--------------------------------                                                                            

               (1)  Based on the fair market value per share of the Common Stock                            
                    of $10.375, which was the  closing price of the Common Stock                            
                    on the NASD Small Capitalization Market.                                                


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 Compensation of Directors

           Non-employee members of the Board of Directors of the Company
will each be paid $4,000 per year from the Company for services rendered in     
their capacity as such.  The Board has adopted, subject to shareholder approval,
an outside directors stock option plan under which non-employee directors will  
receive automatic grants of stock options.  Officers of the Company or its      
subsidiaries who are members of the Board of Directors of the Company and       
employees receive compensation for services rendered in their capacities as     
officers only.  Subject to shareholder approval of a non-qualified employee     
stock option plan adopted by the Board, officers may be entitled to             
discretionary grants of stock options.  See "Summary of Cash and Certain Other  
   ---
Compensation".                                                                  

 Compensation Committee Interlocks and Insider Participation

         The Company's Board of Directors established a compensation
committee on October 28, 1995, but it has not yet convened.  The Company and    
each of its subsidiaries has, to date, addressed all compensation issues through
its or their respective boards of directors.  All members of the Board of       
Directors other than Ms. Ruzzon and Mr. Corradi served as executive officers    
and/or employees of the Company and/or one or more of the Company's subsidiaries
in 1995.  Mr. Garavaglia is President of Moto Guzzi, but receives no            
compensation as such.                                                           

        Messrs. Tozzi-Condivi, Chase, Pugno Vanoni, Garavaglia and
Previtali engaged in transactions with the Company during 1995 other than in the
capacity described above.  See "Certain Relationships and Related Transactions" 
---                       
below.                                                                          

 Board Compensation Committee Report on Executive Compensation

             The compensation policy implemented by the Company and its sub-
sidiaries for the compensation of executive officers calls for consideration of 
the nature of each executive officer's work and responsibilities, unusual       
accomplishments or achievements on the Company's behalf, the time expended in   
connection with that executive officer's duties, years of service, and the      
Company's (or subsidiary's) financial condition generally.  Historically,       
overall corporate performance has not been a significant factor in establishing 
compensation.  However, as a result of the Finprogetti Acquisition and the many 
changes to the Company's governing structure, including the creation of an      
Executive Committee and Compensation Committee of the Board of Directors, other 
and additional factors are likely to be included in compensation policies,      
including overall corporate performance, and performance of individual units of 
the Company.  A compensation committee of the Board of Directors was authorized 
on October 28, 1995.                                                            

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             In November 1995 the Company entered into employment agreements
with each of Howard E. Chase, Albino Collini, Giovanni Avallone and Carlo       
Previtali, an agreement for limited services with Francesco Pugno Vanoni, and a 
consulting agreement with Como Consultants, Ltd., a corporation which will      
provide the services of Mario Tozzi Condivi.  The agreements with Mr. Chase,    
Collini, Vanoni and Como Consultants are for a term of five (5) years, and all  
other agreements are for a term of three years, subject, in all cases, to early 
termination under certain conditions.  Pursuant to such agreements Mr. Chase    
serves as President and Chief Executive Officer at a base salary of $375,000 per
year, Mr. Collini serves as Chief Operating Officer at a base salary of $250,000
per year and Mr. Tozzi-Condivi serves as Vice-Chairman of the Board and Chairman
of the Executive Committee at a base salary of $185,000 per year.  All such     
agreements are subject to cost-of-living increases.  The agreement with Mr.     
Previtali provides for his serving as Treasurer of the Company at a salary of   
Lit. 240,000,000 ($148,515) per year, the agreement with Mr. Avallone provides  
for his serving as Director of Special Projects and Merchant Banking Group at an
annual salary of Lit. 60,000,000 ($37,783), and the agreement with Mr. Pugno-   
Vanoni provides that in any year in which he serves on the Company's Executive  
Committee, he will receive a salary of Lit. 80,000,000 ($49,505) for such year. 

              The compensation of the Named Executives in 1995 were the result
of the negotiated employment agreement described above, and not the             
implementation of a compensation policy.                                        

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 Comparative Stock Performance Graph

             The following is a graph comparing the annual percentage change
in the cumulative total shareholder return of the Company's common stock with   
the corresponding returns of the published Dow Jones Equity Market Index and Dow
Jones Automobile Manufacturers Index and the NASDAQ Non-Financial Index compiled
by Research Data Group for the Company's five (5) fiscal years ended December   
31, 1991-1995, inclusive.                                                       

Research Data Group                     Total Return - Data Summary             

DTOM

                                                 Cumulative Total Return

                                  ------------------------------------------
                                  12/90   12/91   12/92  12/93  12/94  12/95

De Tomaso Inds Inc            DTOM    100      82      82     47    218    244  

DJ EQUITY MARKET INDEX        IDOW    100     132     144    158    159    221  

DJ AUTOMOBILE MANUFCTRS       IAUT    100      98     143    238    203    241  

NASDAQ NON-FINANCIAL          INNF    100     161     176    203    195    268  

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Item 12. Security Ownership of Certain                                          
-------  Beneficial Owners and Management                                       
--------------------------------                              

    The following table sets forth, as at April 19, 1996, information concern-
ing the beneficial ownership of voting securities of the Company by all Direc-  
tors or nominees, individually, and by all Directors and Officers as a group:   

            Number of Shares
                   Title of  of Common Stock           Percent
                     Class    Beneficially Owned        of Class
                   --------   ------------------        --------

Albino Collini1              Common         165,974                  3.4        
Patrick D'Angelo(2)          Common          50,900                  1.1        
Francesco Pugno Vanoni(1)    Common          32,971                  0.7        

All officers and                                                                
Directors as a                                                                  
Group                        Common         439,8433                 8.9        

_____________________________                                                   

     1         Mr. Collini is an officer of, and Mr. Pugno Vanoni is an officer,
            director and shareholder of Finprogetti, S.p.A., which benefi-
           cially owns 1,786,680 shares.  While neither has authority to
         dispose of or vote the shares of Finprogetti, and disclaims
           beneficial ownership thereof, since Finprogetti has agreed to
              vote its shares in favor of the nominated slate of directors and
               in favor of ratifying the Maserati Sale, for those purposes only,
              they each could be deemed to beneficially own the shares held by
            Finprogetti.  Of the shares owned beneficially by Mr. Collini,
       135,974 are held of record by Tairona, S.A., a Luxembourg
           corporation affiliated with Mr. Collini, and 30,000 represent
options exercisable within 60 days.               

   2         Mr. D'Angelo was a member of the Board of Directors until April
               23, 1996, when he resigned in disagreement over the timing of and
            payment terms embodied in the planned stock repurchase program
being considered by the Board of Directors.       

3         Includes 228,000 shares purchasable upon exercise of options
exercisable within 60 days.                       

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 Retirement of Former Chairman; Repurchase of Former Chairman's Shares

 On April 10, 1995, the Company entered into an agreement with Alejandro
DeTomaso, the then-Chairman of the Board of the Company, under which the Company
would repurchase Mr. DeTomaso's 1,000,000 shares of preferred stock and 480,304 
shares of common stock at a negotiated price of Lit. 18,400 per share, converted
into dollars at the exchange rate in effect on the closing date of 1,637 lire   
per dollar.  Mr. DeTomaso thereafter conveyed his stock to an individual who    
reconveyed such stock to two trusts, which assumed his obligations and rights   
under the agreement.                                                            

   Performance under such repurchase agreement was made conditional upon the
consummation of the Finprogetti Acquisition, which occurred on July 17, 1995.   
Contemporaneously with the closing of that transaction, 703,774 of the preferred
and common shares formerly owned by Mr. DeTomaso were delivered to the Company  
in exchange for the Company's interests in the Hotel Canalgrande and the Hotel  
Roma, its two hotel properties, valued by the Board of Directors at Lit.        
4,700,000,000 ($2,960,000) in the aggregate based upon independent appraisals, a
collection of Maserati vehicles and engines valued by the Board at Lit.         
3,200,000,000 ($2,015,000) and Lit. 5,000,000,000 ($3,149,000) in cash.  The    
transaction was accounted for at the assets' aggregate book value of Lit.       
6,629,000,000 ($4,174,000) and no gain or loss resulted.  The remaining         
preferred and common shares formerly held by Mr. DeTomaso were exchanged for an 
equal number of shares of newly issued common stock, which the Company is       
required to register for sale at the request of the holder.  Each share of      
preferred and common stock was valued identically because Mr. De Tomaso agreed  
not to accept any premium for his preferred stock, despite its three-vote per   
share preference.  If those shares are not sold prior to the third anniversary  
of the Finprogetti transaction, they will be acquired by the Company at the Lit.
18,400 per share price.  A bank letter of credit has been obtained by the       
Company to guaranty payment of the repurchase price, secured by cash and certain
investment securities owned by the Company.  See also Note 3 of Notes to        
Consolidated Financial Statements.  Management believes that the transaction    
with Mr. De Tomaso was on terms as favorable as those which would have been     
available from an independent third party.                                      

 Chrysler Corporation, which had acquired an option from Mr. DeTomaso to
purchase all of his shares upon the earlier of his disability or January 1,     
1996, which option expired unexercised, had also acquired a co-extensive right  
of first refusal to purchase Mr. DeTomaso's equity interest in the Company on   
the same terms and conditions as any potential purchaser offered.  The right of 
first refusal expired with the option.                                          

Contemporaneously with the repurchase of the initial block of shares  
formerly held by Mr. DeTomaso, Mr. DeTomaso resigned all directorships and      
offices which he had held in the Company and all of its subsidiaries.           

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Item 13        Certain Relationships and Related Transactions                   
-------                                                                         

In 1995 the Company repurchased shares formerly owned by its former   
Chairman of the Board, and agreed to repurchase the remaining 776,530 shares    
formerly so held.  See "Retirement of Former Chairman, Repurchase of Former     
---                                       
Chairman's Shares", above.                                                      

     The law firm  of Morrison Cohen Singer & Weinstein, LLP, of which Howard E.
Chase, a Director of the Company and its Chief Executive Officer, was a member  
until September 1, 1995, and to which he is now of counsel, was paid by the     
Company and its subsidiaries in 1995 an aggregate of $714,831 in legal fees and 
disbursements for services rendered in 1995 and previous years.  Fees paid by   
the Company and subsidiaries to Morrison Cohen Singer & Weinstein, LLP in such  
period did not exceed 5% of such firm's gross revenues for that period.         

 Como Consultants Limited, an Isle of Jersey company which employs Mario
Tozzi-Condivi, a Director of the Company and its Vice-Chairman, was paid an     
aggregate of $146,565 in 1995 for consulting services rendered to the Company   
and to its MAI subsidiary by Mr. Condivi.                                       

The law firm of which Mr. Carlo Garavaglia is a member was paid an    
aggregate of Lit. 268,000,000 ($169,000) by the Company and its subsidiaries in 
1995 for legal and statutory auditing services rendered.                        

   Mr. Pugno Vanoni and his brother own offices in Milan which are leased to
certain subsidiaries of the Company acquired from Finprogetti at a rental of Lit
130,000,000 ($82,000) per year.                                                 

   Mr. Previtali is the General Manager of Finprogetti, S.p.A. which charged
the Company office expenses of approximately $170,000 in 1995 for its usage of  
Finprogetti facilities.  Management believes that such expenses were comparable 
to expenses which would have been charged by third parties.                     

15

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.                       

                DE TOMASO INDUSTRIES, INC.

Date:  May 6, 1996            By:  s/ Howard E. Chase                           
                       -------------------------------------
                Howard E. Chase, President

Date:   May 6, 1996           By:  s/ Catherine D. Germano                      
                       -------------------------------------
                               Catherine D. Germano, Assistant Secretary

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-K/A Filing	Date	First	Last	Other Filings

	5/18/92	4
	12/31/92	7
	2/2/93	2	3
	4/2/93	8
	4/26/93	2
	9/2/93	3
	10/8/93	3
	10/29/93	2
	3/4/94	3
	5/20/94	3		10-Q
	12/16/94	2	3
	12/31/94	7		10-K, 10-K/A, NT 10-K
	2/12/95	2
	4/10/95	14
	5/25/95	2
	7/17/95	14		8-K
	7/20/95	2
	7/21/95	3		10-C
	7/24/95	2	3
	9/1/95	2	15
	10/28/95	2	10
For The Period Ended	12/31/95	1	9	10-K, 10-K/A, NT 10-K, NT 10-K/A
	1/1/96	14
	3/28/96	1
	4/19/96	5	13
	4/23/96	13
	5/6/96	16
Filed On / Filed As Of	5/7/96

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Comtech Group Inc · 10-K/A · For 12/31/95

Filed On 5/7/96 · SEC File 0-02642 · Accession Number 950112-96-1332

Amendment to Annual Report · Form 10-KFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Amendment to Annual Report · Form 10-K
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