Filed On 9/20/96 · SEC File 0-02642 · Accession Number 950112-96-3378
As Of Filer Filing On/For/As Docs:Pgs Issuer Agent
9/20/96 Trident Rowan Group Inc 8-K{5,7} 9/17/96 3:66 950112
Document/Exhibit Description Pages Size
1: 8-K Trident Rowan Group, Inc. 3 12K
2: EX-99.1 Miscellaneous Exhibit 59 144K
3: EX-99.2 Miscellaneous Exhibit 4 21K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 17, 1996
Trident Rowan Group, Inc.
(Formerly known as Detomaso Industries, Inc.)
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(Exact name of registrant as specified in its charter)
New York 0-2642 52-0466460
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
P.O. Box 856 107 Monmouth Street, Red Bank, New Jersey 07701
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(Address of principal executive offices)
Registrant's telephone number, including area code: (908) 842-7200
Item 5. Other Events.
Subject to an Escrow Agreement, on August 14, 1996 Trident Rowan Group,
Inc. (f/k/a De Tomaso Industries, Inc.; the "Company"), The Carey Winston
Company, a Delaware corporation and a subsidiary of the Company entered into an
Agreement and Plan of Merger providing for the acquisition by the Company of
Carey Winston for a purchase price valued at $7,600,000, subject to adjustment,
payable, to the extent of at least 80%, in common stock of the Company and not
more than 20% in cash. As part of the Agreement the Company agreed to lend to
Carey Winston prior to closing up to $2,000,000. The Closing is conditioned
upon, among other things, the Company completing a public offering resulting in
proceeds to the Company after underwriting discounts and commissions of not less
than $10,000,000. If the Closing does not occur, under certain circumstances,
the Company's loan will continue, on a subordinated basis, for a 3-year period.
Carey Winston is engaged in the business of providing real estate management and
services in the Washington D.C. and Baltimore, Maryland regions. Funds used by
the Company to make the Loan referred to above and for closing purposes are
derived from the general working capital of the Company. On September 17, 1996
certain conditions were satisfied, resulting in release from escrow of the
Agreement and $1,000,000 of such loan.
Following Closing the Company will file a supplemental Form 8-K to report
the consummated acquisition under Item 2 of Form 8-K, together with financial
statements of Carey Winston and pro forma financial statements of the Company
and of Carey Winston.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) 99.1 Agreement and Plan of Merger Dated as of August 14, 1996 Among
De Tomaso Industries, Inc., The Carey Winston Company and
DTI Acquisition Corp.
99.2 Promissory Note dated September 17, 1996.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 19, 1996 TRIDENT ROWAN GROUP, INC.
By: s/ Howard E. Chase
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President
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Dates Referenced Herein and Documents Incorporated By Reference
| Referenced-On Page |
|---|
| This 8-K Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 8/14/96 | | 2 |
| For The Period Ended | | 9/17/96 | | 1 | | 2 |
| | 9/19/96 | | 3 |
| Filed On / Filed As Of | | 9/20/96 | | | | | | | SC 13E4 |
| |
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