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Moto Guzzi Closing of Sale of All Operating Subsidiaries to Aprilia

25 September 2000

Moto Guzzi Corporation Closing of Sale of All Operating Subsidiaries to Aprilia S.p.A.; Change of Corporate Name to Centerpoint Corporation.

    NEW YORK--Sept. 25, 2000--On September 7, 2000, Moto Guzzi Corporation (OTC BB: GUZI) ("MOTO GUZZI"), closed on the sale of all its operating subsidiaries, Moto Guzzi S.p.A., Moto Guzzi North America Inc, Moto Guzzi France Sarl, and MG Motorcycle GmbH, to Aprilia S.p.A. in accordance with the Preliminary Purchase and Sale Agreement dated April 14, 2000 as modified and integrated by the Letter Agreement of August 3, 2000.
    On August 11, 2000, at a Special Meeting of Stockholders, the Company's stockholders approved the sale of the operating subsidiaries and the change of the Company's corporate name to Centerpoint Corporation, with stockholders holding in excess of two-thirds of all outstanding shares of Class A common stock voting for the sale and the name change.
    Total proceeds from the sale were Lit. 79,500 million. In accordance with the Share Purchase Agreement Aprilia S.p.A. also paid the Company Lit. 2,074 million on behalf of the operating subsidiaries, representing the amount owed to the Company by the operating subsidiaries pursuant to loans made by the Company to them. In accordance with the Share Purchase Agreement, Lit. 9,375 million of the total proceeds was placed in escrow to cover any claims Aprilia S.p.A. might have in the future in respect of representations and warranties made by the Company in the Share Purchase Agreement. Subject to any claims Aprilia may have in respect of the Company's representations and warranties, funds from the escrow account will be released to the Company in two tranches: Lit. 7,000 million is to be released on September 8, 2001; and Lit. 2,375 is to be released on September 8, 2007. Aprilia has undertaken to evaluate, on a best efforts basis, an earlier resolution of any future claims it may have to funds in the escrow account.
    SIREF S.p.A. and San Paolo Finanziaria S.p.A., each of which is an affiliate of Banca d'Intermediazione Mobiliare IMI S.p.A. ("IMI"), acted as fiduciary agents for the closing. In accordance with invoices submitted to them, they paid IMI, the Company's financial advisor, 11,401 million, in respect of fees and expenses claimed by IMI to be due it under their engagement letter, paid Lit. 505 million to Carnelutti, the Company's Italian counsel, and paid the balance of the proceeds of Lit. 60,293 million to the Company.
    As noted in the Company's Proxy Statement dated July 22, 2000, the Company has disputed IMI's interpretation of the fee calculation provisions of their engagement letter, since being advised of this in July of this year. Since that time the Company has discussed and sought and negotiate with IMI an agreement as to the proper interpretation of the fee calculation provisions, and the amount of the IMI fee, but was unable to come to agreement with IMI concerning these items prior to the closing. Although it appears that each of the fiduciary agents was aware of the fee dispute, the Company was advised by the fiduciary agents at the closing that IMI had previously submitted an invoice to them for fees and expenses alleged by IMI to be due to them under the engagement letter in the amount of Lit. 11,401 million and that the fiduciary agents had paid such amount to IMI out of amounts held in escrow by them. The Company is currently evaluating possible courses of action against IMI and the fiduciary agents, including initiating legal proceedings in Italy and the United States, to the extent the same are available.
    On September 19, 2000, pursuant to the Share Purchase Agreement and stockholder approval, the Company filed an amendment to its Certificate of Incorporation to change its name to Centerpoint Corporation, effective at the time of filing.
    The Lit. 60,293 million received by the Company will be applied firstly to payment of amounts due for transaction expenses and other payables and obligations estimated in the aggregate to be approximately Lit. 2,700 million and to redeem, by September 30, 2000, all outstanding shares of Series B Preferred Stock for a price equal to $100 per share plus accrued dividends thereon, for a total of approximately US$ 12.6 million (approximately Lit. 28,300 million at the prevailing exchange rate). This will leave the Company with approximately Lit. 29, 300 million in cash and rights to amounts due to it from the escrow account at the time of release of the Lit. 9,375 million being held in escrow, as described above, and whatever it realizes on its claims against IMI described above. Cash will be invested in short-term fixed interest securities pending our evaluation of the alternatives available to the Company with respect to such funds.
    In connection with the execution and delivery of the Share Purchase Agreement described above, the Company agreed with OAM, S.p.A and Trident Rowan Group, Inc. (OTC BB: TRGI) ("TRG") by letter dated April 14, 2000 (as amended), that it will, as promptly as practicable after the closing of the sale of the operating subsidiaries, but in no event later than 90 days following the closing, hold a meeting of stockholders to consider and vote upon a proposal to liquidate all the Company's assets and dissolve the Company. All holders of Class A common stock will have an opportunity to vote on any proposal that the Company be liquidated. However, because OAM owns 58% of the Class A common stock, it can approve a liquidation even if no other stockholders vote in favor of it. Conversely, any proposed liquidation will not be approved unless OAM votes in favor of it. Although OAM and Trident Rowan insisted that the Company agree to submit a liquidation proposal to the Company's stockholders, OAM is not committed to vote its shares of Class A common stock for the liquidation proposal. It is also possible that OAM, Trident and the Company may amend the April 14th letter to modify or remove the requirement that we hold a stockholder meeting to consider and vote upon the liquidation proposal.
    OAM has advised the Company that they have not, at this time, decided how they will vote with respect to any liquidation proposal.
    During the period between the closing of the sale and any stockholder meeting relating to a liquidation proposal, the Company intends to seek to find one or more other companies in which to invest proceeds from the sale. If the Company is able to do so, it may propose the acquisition of, or an investment in, another company or companies as an alternative to liquidation at any stockholder meeting called to consider a liquidation proposal.