-----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, IVS5kv1QJO3QcAGfo+cEIrLMgQxZ4IuWPFCgSSyQKJqIx9OO3kML4H9sULRuuEDJ a2yc2m0HdVbINoKN2DuZdw== 0000929624-98-001385.txt : 19980813 0000929624-98-001385.hdr.sgml : 19980813 ACCESSION NUMBER: 0000929624-98-001385 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980812 SROS: NASD GROUP MEMBERS: FREMONT ACQUISITION COMPANY III, LLC GROUP MEMBERS: FREMONT PARTNERS LP 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: 98684258 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: FREMONT PARTNERS LP CENTRAL INDEX KEY: 0001010106 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943237876 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 50 FREMONT STREET STREET 2: SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4152848500 MAIL ADDRESS: STREET 1: 50 FREMONT ST STREET 2: STE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 SC 14D1/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT AMENDMENT NO. 1 PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- GLOBAL MOTORSPORT GROUP, INC. (NAME OF SUBJECT COMPANY) FREMONT PARTNERS, L.P. FREMONT ACQUISITION COMPANY III, LLC (BIDDERS) ---------------- COMMON STOCK, PAR VALUE $0.001 PER SHARE (AND ASSOCIATED PURCHASE RIGHTS) (TITLE OF CLASS OF SECURITIES) ---------------- 378937106 (CUSIP NUMBER OF CLASS OF SECURITIES) ---------------- ROBERT JAUNICH II MARK WILLIAMSON FREMONT PARTNERS, L.P. KEVIN BAKER 50 FREMONT STREET FREMONT ACQUISITION COMPANY III, LLC SUITE 3700 C/O FREMONT PARTNERS, L.P. SAN FRANCISCO, CA 94105 50 FREMONT STREET (415) 284-8500 SUITE 3700 SAN FRANCISCO, CA 94105 (415) 284-8500 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) COPY TO: KENTON J. KING, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR EMBARCADERO CENTER, SUITE 3800 SAN FRANCISCO, CALIFORNIA 94111 (415) 984-6400 ================================================================================ TENDER OFFER This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Statement") filed with the Securities and Exchange Commission on August 7, 1998, by Fremont Partners, L.P., a Delaware limited partnership ("Parent") and Fremont Acquisition Company III, LLC, a Delaware limited liability company ("Purchaser"), relating to the offer by Global Motorsport Group, Inc., a Delaware corporation (the "Company"), to purchase up to 4,820,000 outstanding shares (the "Shares") of its common stock, par value $.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 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 have the meanings ascribed such terms in the Offer to Purchase and the Statement. The last sentence of the first paragraph of the Statement under the heading "TENDER OFFER" is hereby amended by replacing such sentence in its entirety with the following: "Each of Parent and Purchaser does not admit that it is a "bidder" for purposes of this Offer and Statement." ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS. Item 9 is hereby amended by replacing the first and second paragraphs of Item 9 in their entirety with the following: "Fremont Partners. Fremont Partners, and affiliated partnerships, is a private investment fund headquartered in San Francisco, California with committed capital of approximately $605 million, of which approximately $152 million has been invested and approximately $453 million is available to be drawn down. Fremont Partners' financial statements have not been provided because Fremont Partners believes that such financial statements are not material to the decision of a holder of Shares whether or not to tender such Shares into the Company's tender offer. The sole general partner of Fremont Partners is FP Advisors, L.L.C., a Delaware limited liability company ("FP Advisors"). The sole managing member of FP Advisors is Fremont Group, L.L.C., a Delaware limited liability company (including predecessor entities, "Fremont Group"). The sole manager of Fremont Group is Fremont Investors, Inc., a Nevada corporation ("Fremont Investors"). Fremont Partners, FP Advisors, Fremont Group and Fremont Investors are collectively referred to herein as the "Fremont Entities." None of the Fremont Entities is a party to the Merger Agreement or the Stockholder Agreement. The offices of each of the Fremont Entities are located at 50 Fremont Street, Suite 3700, San Francisco, California 94105. Each of the Fremont Entities and Purchaser does not admit that it is a "bidder" for purposes of this Offer." ITEM 10. ADDITIONAL INFORMATION. Item 10(f) 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." ITEM 11. MATERIALS TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by adding thereto the following Exhibit: (a)(11) Press Release issued by the Company on August 11, 1998. 2 ITEM 11. MATERIALS 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 August 7, 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 FREMONT ACQUISITION COMPANY III, LLC /s/ Kevin Baker By: ___________________________________ Kevin Baker Vice President and Secretary 4 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 FREMONT PARTNERS, L.P. By: FP Advisors, L.L.C., its general partner By: Fremont Group, L.L.C., its managing member By: Fremont Investors, Inc., its manager /s/ R. S. Kopf By: _____________________________ Name: R. S. Kopf Title:Managing Director, General Counsel and Secretary 5 INDEX TO EXHIBITS
EXHIBIT NUMBER* DESCRIPTION PAGE ------- ----------- ---- (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 Assocition, 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 August 7, 1998. 1 EX-99.(A)(11) 2 PRESS RELEASE ISSUED BY THE COMPANY ON 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-----