-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KpP/RazEFoz8mbqD5RYLjv5fgtELSKbPuUmovZy/NOmLgDv0BEdD2DK3vD7iqjSx kMkewTKCEOu6uVw3XTU5qg== 0000898822-98-001087.txt : 19981211 0000898822-98-001087.hdr.sgml : 19981211 ACCESSION NUMBER: 0000898822-98-001087 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981210 GROUP MEMBERS: GMG ACQUISITION CORP GROUP MEMBERS: STONINGTON ACQUISITION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL MOTORSPORT GROUP INC CENTRAL INDEX KEY: 0000879360 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] IRS NUMBER: 941716138 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-42821 FILM NUMBER: 98767800 BUSINESS ADDRESS: STREET 1: 16100 JACQUELINE COURT CITY: MORGAN HILL STATE: CA ZIP: 95037 BUSINESS PHONE: 4087780500 MAIL ADDRESS: STREET 1: 16100 JACQUELINE CT CITY: MORGAN HILL STATE: CA ZIP: 95037 FORMER COMPANY: FORMER CONFORMED NAME: CUSTOM CHROME INC /DE DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GMG ACQUISITION CORP CENTRAL INDEX KEY: 0001073346 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: C/O STONINGTON PARTNERS INC STREET 2: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2123398500 MAIL ADDRESS: STREET 1: C/O STONINGTON PARTNERS INC STREET 2: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 SC 14D1/A 1 AMENDMENT NO. 3 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------------- AMENDMENT NO. 3 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 GLOBAL MOTORSPORT GROUP, INC. (Name of Subject Company) GMG ACQUISITION CORP. STONINGTON ACQUISITION CORP. STONINGTON CAPITAL APPRECIATION 1994 FUND, L.P. STONINGTON PARTNERS, L.P. STONINGTON PARTNERS, INC. II STONINGTON PARTNERS, INC. ------------------------- (Bidders) COMMON STOCK, PAR VALUE $.001 PER SHARE ------------------------- (Title of Class of Securities) 378937106 ------------------------- (CUSIP Number of Class of Securities) ROBERT F. END GMG ACQUISITION CORP. C/O STONINGTON PARTNERS, INC. 767 FIFTH AVENUE 48TH FLOOR NEW YORK, NY 10153 (212) 339-8500 ------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) COPIES TO: ANDREW R. BROWNSTEIN, ESQ. WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 (212) 403-1000 ================================================================================ This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange Commission on November 16, 1998 by GMG Acquisition Corp. (the "Purchaser"), a Delaware corporation and an indirect, wholly-owned subsidiary of Stonington Acquisition Corp., a Delaware corporation ("Parent"), to purchase all outstanding shares of Common Stock, par value $.001 per share (the "Shares"), of Global Motorsport Group, Inc., a Delaware corporation (the "Company"), and the associated preferred share purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as of November 13, 1996, between the Company and American Stock Transfer & Trust Company, as Rights Agent (as the same may be amended, the "Rights Agreement"), at a purchase price of $19.50 per Share (and associated Right), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 16, 1998 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together with the Offer to Purchase constitutes the "Offer"). Capitalized terms used and not defined herein shall have the meanings assigned to them in the Offer to Purchase and the Schedule 14D-1. ITEM 10 ADDITIONAL INFORMATION Paragraph (e) of Item 10 is hereby amended and supplemented by adding thereto the following: On December 10, 1998, the Delaware Chancery Court denied Golden Cycle's motion for preliminary injunctive relief that sought, among other things, an injunction of the tender offer and merger and invalidation of the termination fee and expense reimbursement provisions provided by the merger agreement between Stonington and the Company. Paragraph (e) of Item 10 is hereby further amended to incorporate by reference the information set forth in the press release issued by Stonington Partners, Inc. and the Company on December 10, 1998, filed as Exhibit (a)(9) to this Amendment No. 3. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by adding thereto the following: (a)(9) - Text of press release issued by Stonington Partners, Inc. and the Company on December 10, 1998. SIGNATURE After due 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. Dated: December 10, 1998 STONINGTON ACQUISITION CORP. By: /s/ Robert F. End ------------------------------ Name: Robert F. End Title: President GMG ACQUISITION CORP. By: /s/ Robert F. End ------------------------------ Name: Robert F. End Title: President STONINGTON CAPITAL APPRECIATION 1994 FUND, L.P. By: Stonington Partners, L.P., its general partner By: Stonington Partners, Inc. II, its general partner By: /s/ Bradley J. Hoecker ------------------------------ Name: Bradley J. Hoecker Title: Partner STONINGTON PARTNERS, L.P. By: Stonington Partners, Inc. II, its general partner By: /s/ Bradley J. Hoecker ------------------------------ Name: Bradley J. Hoecker Title: Partner STONINGTON PARTNERS, INC. II By: /s/ Bradley J. Hoecker ------------------------------ Name: Bradley J. Hoecker Title: Partner STONINGTON PARTNERS, INC. By: /s/ Judith A. Witterschein ------------------------------ Name: Judith A. Witterschein Title: Vice President and Secretary EXHIBIT INDEX (a)(1) -- Offer to Purchase, dated November 16, 1998. (a)(2) -- Letter of Transmittal. (a)(3) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(4) -- Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(5) -- Notice of Guaranteed Delivery. (a)(6) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7) -- Text of press release issued by the Company on November 9, 1998. (a)(8) -- Form of Summary Advertisement dated November 16, 1998. (a)(9)* -- Text of press release issued by Stonington Partners, Inc. and the Company on December 10, 1998 (b)(1) -- Commitment Letter, dated as of November 8, 1998, from Bankers Trust Company and NationsBank N.A. (c)(1) -- Agreement and Plan of Merger, dated as of November 8, 1998, by and among the Company, the Purchaser and Parent. (c)(2) -- Exclusivity Agreement, dated as of October 15, 1998, between the Company and Stonington Partners, Inc. (c)(3) -- Confidentiality Agreement, dated as of April 24, 1998, between the Company and Stonington Partners, Inc. (d) -- Not applicable. (e) -- Not applicable. (f) -- Not applicable. * Filed herewith. EX-99 2 PRESS RELEASE Exhibit (a)(9) For Immediate Release - --------------------- Contact: - -------- DANIEL BURCH OR GRACE PROTOS MACKENZIE PARTNERS, INC. (212) 929-5748 / (212) 929-5802 NEW YORK, NY; MORGAN HILL, CA - December 10, 1998 - Global Motorsport Group, Inc. today announced that the Delaware Chancery Court has denied Golden Cycle's motion for preliminary injunctive relief seeking, among other things, an injunction of the tender offer and merger and invalidation of the termination fee and expense reimbursement provisions provided by the merger agreement between Stonington and Global Motorsport Group, Inc. Pursuant to the merger agreement, GMG Acquisition Corp., an entity controlled by Stonington, commenced a tender offer on November 16, 1998 for all of the outstanding shares of common stock of Global for $19.50 in cash net per share. The pending tender offer by GMG Acquisition Corp. is scheduled to expire at 12:00 midnight, New York City time on Monday, December 14, 1998. Stonington announced that it intends to complete the tender offer at such time and accept for payment all validly tendered and not properly withdrawn Global shares, subject to the satisfaction or waiver of the conditions described in the tender offer, including shares representing at least a majority of the total outstanding shares of common stock of Global on a fully diluted basis being validly tendered and not properly withdrawn. Stonington Partners, Inc. is a private equity investment firm that manages a $1 billion fund of institutional capital on behalf of public and corporate pension funds, private endowments and other financial institutions. The principals of Stonington Partners have been organizing investments of this nature for over fifteen years, having closed an aggregate of 48 transactions with total consideration of over $22 billion. 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. -----END PRIVACY-ENHANCED MESSAGE-----