SC 14D9/A

 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
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                                AMENDMENT NO. 6
                                       TO
                                 SCHEDULE 14D-9
 
               SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
            SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
 
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                         GLOBAL MOTORSPORT GROUP, INC.
                           (NAME OF SUBJECT COMPANY)
 
                         GLOBAL MOTORSPORT GROUP, INC.
                       (NAME OF PERSON FILING STATEMENT)
 
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                    COMMON STOCK, $0.001 PAR VALUE PER SHARE
                         (TITLE OF CLASS OF SECURITIES)
 
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                                   378937106
                     (CUSIP NUMBER OF CLASS OF SECURITIES)
 
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                              JAMES J. KELLY, JR.
                          EXECUTIVE VICE PRESIDENT AND
                            CHIEF FINANCIAL OFFICER
                         GLOBAL MOTORSPORT GROUP, INC.
                             16100 JACQUELINE COURT
                         MORGAN HILL, CALIFORNIA 95037
                                 (408) 778-0500
 
      (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
   NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING THIS STATEMENT)
 
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                                   Copies to:
                             THOMAS D. MAGILL, ESQ.
                           GIBSON DUNN & CRUTCHER LLP
                                  4 PARK PLAZA
                                JAMBOREE CENTER
                             IRVINE, CA 92614-8557
                                 (714) 451-3800
 
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  This Statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
on April 13, 1998, as amended (the "Schedule 14D-9"), relating to the offer by
Golden Cycle, LLC, a Pennsylvania limited liability, to purchase all of the
issued and outstanding shares of common stock, par value $.001 per share,
including associated Preferred Stock Purchase Rights (the "Shares"), of Global
Motorsport Group, Inc., a Delaware corporation (the "Company"), for an amount
equal to $18.00 per Share, net to the seller in cash, without interest.
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Schedule 14D-9.
 
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
 
  Item 7(b) is hereby supplemented as follows:
 
    On May 22, 1998, the Company entered into a Letter of Intent with an
  affiliate of Fremont Partners L.P. ("Fremont") that provides for the
  acquisition of the Company by Fremont for $23 per share in cash. A copy of
  the Company's press release announcing the proposed transaction is attached
  hereto as Exhibit 7(b)(1) and is incorporated by reference.
 
                                       2

 
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
 
     
   4(a)(1) Letter to Stockholders, dated April 13, 1998, from the Company's
           Board of Directors.*
   4(a)(2) Press release, dated April 13, 1998, issued by the Company.*
   7(b)(1) Press release, dated May 22, 1998, issued by the Company.+
   8(a)(1) Company materials.*
   8(a)(2) Press release, dated April 21, 1998, issued by the Company.*
   8(a)(3) Press release, dated May 20, 1998, issued by the Company.*
   8(a)(4) Press release, dated May 21, 1998, issued by the Company.*

   
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 * Previously filed.
 + Filed herewith.
 
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                                   SIGNATURE
 
  After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete,
and correct.
 
                                          GLOBAL MOTORSPORT GROUP, INC.
 
                                                   /s/ Joseph Piazza
                                          By: _________________________________
                                                      Joseph Piazza
                                              President and Chief Executive
                                                         Officer
 
Dated: May 26, 1998
 
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                                  EXHIBIT LIST
 
     
   4(a)(1) Letter to Stockholders, dated April 13, 1998, from the Company's
           Board of Directors.*
   4(a)(2) Press release, dated April 13, 1998, issued by the Company.*
   7(b)(1) Press release, dated May 22, 1998, issued by the Company.+
   8(a)(1) Company materials.*
   8(a)(2) Press release, dated April 21, 1998, issued by the Company.*
   8(a)(3) Press release, dated May 20, 1998, issued by the Company.*
   8(a)(4) Press release, dated May 21, 1998, issued by the Company.*

   
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 * Previously filed.
 + Filed herewith.

EX-7.(B)(1)

 
                                                                 EXHIBIT 7(b)(1)

                   [LETTERHEAD OF MACKENZIE PARTNERS, INC.]

CONTACTS:
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JAMES J. KELLY
(408) 778-2271
OR
MARK HARNETT OR GRACE PROTOS
MACKENZIE PARTNERS, INC.
(212) 929-5877 / (212) 929-5802

FOR IMMEDIATE RELEASE:
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                 GLOBAL MOTORSPORT GROUP SIGNS LETTER OF INTENT
                    TO BE ACQUIRED FOR $23 PER SHARE IN CASH

Morgan Hill, CA -- May 22, 1998 -- Global Motorsport Group, Inc. (formerly
Custom Chrome, Inc.) (NASDAQ:CSTM) announced today that it has entered into a
letter of intent with an entity controlled by Fremont Partners for the
acquisition of the outstanding shares of Global for $23 per share in cash. In
order to achieve the desired accounting treatment, the letter of intent provides
that certain members of Global's management will not sell all of their shares in
the transaction, but will exchange such retained shares for an equity interest
in the acquiring entity. Consummation of the proposed acquisition is subject to
a number of conditions, including negotiation of a definitive Merger Agreement
and the finalization by Fremont of financing arrangements for the transaction.
Fremont has received commitments for such financing from major financial
institutions.

The letter of intent provides that Global will not solicit, negotiate or provide
information to any other potential buyers until June 27, 1998, and also provides
for a cash payment of $5 million to Fremont if the transaction is not
consummated and Global enters into an alternative sale transaction at a higher
price.

Joseph F. Keenan, Chairman of Global's Board of Directors, said: "We are very
pleased to become associated with Fremont.  We believe that their operating
focus, reputation and investment approach will ensure continuity of Global's
strong relationship with employees and customers and of our product offerings.
Additionally, we feel that the proposed transaction fulfills the commitment we
have made to our stockholders to seek out an alternative to the inadequate offer
of $18 per share proposed by Golden Cycle, LLC.  We expect that a definitive,
binding agreement for the acquisition can be reached in the next several weeks."

Global Motorsport Group was founded in 1970 and it is the parent organization
for an international group of motorcycle aftermarket providers that focus their
business on Harley-Davidson motorcycles sold worldwide.  Global's organization
includes Custom Chrome, the leading aftermarket supplier of Harley-Davidson
motorcycle parts and accessories; Chrome Specialties, an aftermarket supplier of
Harley-Davidson motorcycle parts and accessories located in Fort Worth, Texas;
Custom Chrome Far East, a product development, engineering, tooling management
and warehouse of proprietary products for Global, located in Taiwan; Custom

 
Chrome Europe, a distribution company located in Germany that specializes in
aftermarket accessories for Harley-Davidson motorcycles and other "cruiser"
motorcycles; and Santee Industries, a manufacturer of frames and exhaust systems
and other aftermarket components for Harley-Davidson motorcycles, located in
California.

Fremont Partners L.P. and certain affiliated partnerships (collectively
"Fremont"), is a private equity fund headquartered in San Francisco with
committed capital of $605 million.  Fremont is part of the Fremont Group, a
private investment company with approximately $9 billion of assets under
management.  Among the companies where Fremont and its affiliates have had
significant roles are:  Crown Pacific Partners, L.P. (timber and forest
products; NYSE: CRO); Coldwell Banker Corporation (residential real estate
services); Kerr Group, Inc. (specialty plastic closures); Kinetic Concepts, Inc.
(international healthcare services and medical devices); and Sun Coast
Industries, Inc. (specialty plastic closures).

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