-----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, WbdqDTBk2h/KCO+tsO0px442UWfoPGw/0j0kM8acjL0mK7W8Sz6CprtbCfgiFw5m xqNV+N/lLmavNLDXe6TNfg== 0000929624-98-001384.txt : 19980813 0000929624-98-001384.hdr.sgml : 19980813 ACCESSION NUMBER: 0000929624-98-001384 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980812 SROS: NASD 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 13E4/A SEC ACT: SEC FILE NUMBER: 005-42821 FILM NUMBER: 98684163 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: 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 13E4/A 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 SC 13E4/A 1 AMENDMENT NO. 3 TO SCHEDULE 13E4 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13E-4/A AMENDMENT NO. 3 ISSUER TENDER OFFER STATEMENT PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- GLOBAL MOTORSPORT GROUP, INC. (NAME OF ISSUER) GLOBAL MOTORSPORT GROUP, INC. (NAME OF PERSON(S) FILING STATEMENT) ---------------- COMMON STOCK, PAR VALUE $0.001 PER SHARE (AND ASSOCIATED PURCHASE RIGHTS) (TITLE OF CLASS OF SECURITIES) ---------------- 378937106 (CUSIP NUMBER OF CLASS OF SECURITIES) ---------------- JAMES J. KELLY, JR. EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER GLOBAL MOTORSPORT GROUP, INC. 16100 JACQUELINE COURT MORGAN HILL, CALIFORNIA 95037 TELEPHONE: (408) 778-0500 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) WITH COPIES TO: KENTON J. KING, ESQ. THOMAS D. MAGILL, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP GIBSON, DUNN & CRUTCHER LLP FOUR EMBARCADERO CENTER, SUITE 3800 4 PARK PLAZA JAMBOREE CENTER SAN FRANCISCO, CALIFORNIA 94111 IRVINE, CALIFORNIA 92614 (415) 984-6400 (949) 451-3800 ---------------- July 13, 1998 (Date Tender Offer First Published, Sent or Given to Security Holders) ================================================================================ SCHEDULE 13E-4 INTRODUCTION This Amendment No. 3 amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement") filed on July 13, 1998 relating to the offer by Global Motorsport Group, Inc., a Delaware corporation (the "Company"), to purchase up to 4,820,000 outstanding shares ("Shares") of its common stock, par value $0.001 per Share (the "Common Stock"), including the associated rights to purchase shares of Common Stock issued pursuant to that certain Rights Agreement, dated as of November 13, 1996, by and between the Company and American Stock Transfer and Trust Company (the "Rights"), at $21.75 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 13, 1998, as amended (the "Offer to Purchase"), a copy of which is attached hereto as Exhibit (a)(1), and in the related Letter of Transmittal, a copy of which is attached hereto as Exhibit (a)(2) (which together constitute the "Offer"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13E-4. ITEM 8. ADDITIONAL INFORMATION. Item 8(e) is hereby amended and supplemented by adding thereto the following: "The Company issued the press release attached hereto as Exhibit (a)(11) on August 11, 1998." 2 ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.* (a)(1) Offer to Purchase, dated July 13, 1998, as amended. (a)(2) Letter of Transmittal, dated July 13, 1998. (a)(3) Letter to Clients, dated July 13, 1998, for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees, dated July 13, 1998. (a)(5) Notice of Guaranteed Delivery, dated July 13, 1998. (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7) Press Release issued by the Company and Fremont Acquisition Company III, LLC on June 29, 1998. (a)(8) Form of Summary Advertisement, as published in the Wall Street Journal on July 13, 1998. (a)(9) Fairness Opinion of Cleary Gull Reiland & Devitt, Inc., dated June 28, 1998 (attached as Annex A to the Offer to Purchase filed as Exhibit (a)(1) above). (a)(10) Letter to Stockholders, dated July 13, 1998, from Joseph F. Keenan, Chairman of the Board of the Company. (a)(11) Press Release issued by the Company on August 11, 1998. (b)(1) Commitment letter, dated June 28, 1998, by Bank of America National Trust and Savings Association, Bankers Trust Company and BancAmerica Robertson Stephens to Fremont Acquisition Company III, LLC. (b)(2) Letter, dated June 27, 1998, by BT Alex. Brown Incorporated and BancAmerica Robertson Stephens to Fremont Acquisition Company III, LLC. (c)(1) Amended and Restated Agreement and Plan of Merger, dated as of June 28, 1998, by and among the Company, Fremont Acquisition Company III, LLC, and GMS Acquisition Corp. (c)(2) Stockholder Agreement, dated as of June 28, 1998, by and among Fremont Acquisition Company III, LLC and each individual whose name appears on the signature pages thereto. (c)(3) Mutual Confidentiality Agreement, dated April 8, 1998, by and between the Company and Fremont Partners. (c)(4) Rights Agreement, dated as of November 13, 1996, by and between the Company and American Stock Transfer and Trust Company. (d) None. (e) Not applicable. (f) None. - -------- * Except for Exhibit (a)(11), each of the exhibits was filed previously with the Statement as originally filed with the Securities and Exchange Commission on July 13, 1998. 3 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. Date: August 12, 1998 GLOBAL MOTORSPORT GROUP, INC. /s/ Joseph F. Keenan By: _________________________________ Joseph F. Keenan Chairman of the Board of Directors 4 EXHIBIT INDEX
EXHIBIT NO.* DESCRIPTION ------------ ----------- (a)(1) Offer to Purchase, dated July 13, 1998, as amended. (a)(2) Letter of Transmittal, dated July 13, 1998. (a)(3) Letter to Clients, dated July 13, 1998, for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees, dated July 13, 1998. (a)(5) Notice of Guaranteed Delivery, dated July 13, 1998. (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7) Press Release issued by the Company and Fremont Acquisition Company III, LLC on June 29, 1998. (a)(8) Form of Summary Advertisement, as published in the Wall Street Journal on July 13, 1998. (a)(9) Fairness Opinion of Cleary Gull Reiland & Devitt, Inc., dated June 28, 1998 (attached as Annex A to the Offer to Purchase filed as Exhibit (a)(1) above). (a)(10) Letter to Stockholders, dated July 13, 1998, from Joseph F. Keenan, Chairman of the Board of the Company. (a)(11) Press Release issued by the Company on August 11, 1998. (b)(1) Commitment letter, dated June 28, 1998, by Bank of America National Trust and Savings Association, Bankers Trust Company and BancAmerica Robertson Stephens to Fremont Acquisition Company III, LLC. (b)(2) Letter, dated June 27, 1998, by BT Alex. Brown Incorporated and BancAmerica Robertson Stephens to Fremont Acquisition Company III, LLC. (c)(1) Amended and Restated Agreement and Plan of Merger, dated as of June 28, 1998, by and among the Company, Fremont Acquisition Company III, LLC, and GMS Acquisition Corp. (c)(2) Stockholder Agreement, dated as of June 28, 1998, by and among Fremont Acquisition Company III, LLC and each individual whose name appears on the signature pages thereto. (c)(3) Mutual Confidentiality Agreement, dated April 8, 1998, by and between the Company and Fremont Partners. (c)(4) Rights Agreement, dated as of November 13, 1996, by and between the Company and American Stock Transfer and Trust Company.
- -------- * Except for Exhibit (a)(11), each of the exhibits was filed previously with the Statement as originally filed with the Securities and Exchange Commission on July 13, 1998. 5 EX-99.(A)(11) 2 PRESS RELEASE DATED 8/11/98 EXHIBIT 99.(a)(11) NEWS RELEASE [LETTERHEAD OF MACKENZIE PARTNERS, INC. APPEARS HERE] CONTACTS: JAMES J. KELLY (408) 778-2271 OR DANIEL BURCH OR GRACE PROTOS MACKENZIE PARTNERS, INC. (212)929-5748/(212)929-5802 FOR IMMEDIATE RELEASE: - --------------------- GLOBAL MOTORSPORT GROUP EXTENDS TENDER OFFER FOR UP TO 4,820,000 OF ITS SHARES FOR $21.75 IN CASH PER SHARE MORGAN HILL, CA--August 11, 1998--Global Motorsport Group, Inc. (formerly Custom Chrome, Inc.) (NASDAQ:CSTM) announced today that it has extended, at the request of Fremont Acquisition Company III, LLC, Global's previously announced tender offer to acquire up to 4,820,000 outstanding shares of its Common Stock (and associated rights) for $21.75 per share in cash. The tender offer is being made in connection with the previously announced definitive Merger Agreement with Fremont. The tender offer and withdrawal rights will now expire at 5:00 p.m., New York City time, on September 25, 1998, unless further extended. The extension of the tender offer is intended to provide additional time to satisfy the financing condition to the tender offer in view of current market conditions in the high yield debt securities market. The Company's depositary, American Stock & Transfer Company, has informed the Company that as of 4:00 p.m. EDT, Tuesday, August 11, 1998, 1,229,448 shares of Common Stock had been tendered, including shares tendered pursuant to a Notice of Guaranteed Delivery. This represents approximately 22.6% of the Common Stock outstanding. 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-----