-----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, BsmusM0AZ5LzBh7rETaGKe69U9wVKq/9O3WBWu9ZBEExcvP92q3ZXayUth6nJtCE nRz/m7N1USBWGOWpVB+zBg== 0000950115-98-001696.txt : 19981104 0000950115-98-001696.hdr.sgml : 19981104 ACCESSION NUMBER: 0000950115-98-001696 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981103 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: 98736940 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: GOLDEN CYCLE LLC CENTRAL INDEX KEY: 0001057145 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 222943669 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 4025 CROOKED HILL ROAD CITY: HARRISBURG STATE: PA ZIP: 17110 BUSINESS PHONE: 6106428600 MAIL ADDRESS: STREET 1: 4025 CROOKED HILL ROAD CITY: HARRISBURG STATE: PA ZIP: 17110 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL CYCLE LLC DATE OF NAME CHANGE: 19980305 SC 14D1/A 1 TENDER OFFER STATEMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- (Amendment No. 12) SCHEDULE 14D-1/A Tender Offer Statement Pursuant to Section 14(d)(1)of the Securities Exchange Act of 1934 ------------------- GLOBAL MOTORSPORT GROUP, INC. (Name of Subject Company) ------------------- GOLDEN CYCLE, LLC ALEXANDER GRASS ROGER GRASS ----------------- (Bidders) ------------------- COMMON STOCK, PAR VALUE $.001 PER SHARE (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS) (Title of Class of Securities) ------------------- 378937106 (CUSIP Number of Class of Securities) ------------------- ROGER GRASS GOLDEN CYCLE, LLC ONE WYNNEWOOD ROAD, SUITE 100 WYNNEWOOD, PA 19096 (610) 642-8600 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidder) ------------------- COPY TO: HERBERT HENRYSON II, ESQ. WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP 111 SOUTH 15TH STREET PHILADELPHIA, PA 19102 (215) 977-2000 This Amendment No. 12 amends and supplements the Tender Offer Statement on Schedule 14D-1 dated April 7, 1998 filed by Golden Cycle, LLC, a Pennsylvania limited liability company (the "Purchaser"), to purchase all outstanding shares of Common Stock, par value $0.001 per share (the "Shares"), of Global Motorsport Group, Inc., a Delaware corporation (the "Company"), including 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 and Trust Company, as Rights Agent, at $18.00 per Share and associated Right, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 7, 1998 and the related Letter of Transmittal. The tender offer expired at 12:00 midnight, New York City time, on Friday, October 30, 1998, without the purchase of any Shares pursuant thereto. At that time, 1,668,450 Shares had been tendered thereunder. The Purchaser allowed the tender offer to expire because of the failure of various conditions to be satisfied, including: (i) there being validly tendered and not withdrawn prior to the expiration date that number of Shares that would, together with the Shares beneficially owned by the Purchaser, represent a majority of the outstanding Shares on a fully diluted basis; (ii) the Rights having been redeemed by the Board of Directors of the Company, or the Purchaser being satisfied, in its sole discretion, that the Rights have been invalidated or are otherwise inapplicable to the tender offer and the merger proposed in connection therewith; and (iii) the acquisition of Shares pursuant to the tender offer and the proposed merger having been approved pursuant to Section 203 of the Delaware General Corporation Law or the Purchaser being satisfied, in its sole discretion, that the provisions of Section 203 are otherwise inapplicable to the acquisition of shares pursuant to the tender offer and the proposed merger. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11(a) is hereby amended by adding the following: (a)(20) Press Release, issued by the Purchaser, dated November 2, 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: November 3, 1998 GOLDEN CYCLE, LLC By: /s/ Roger Grass ------------------------------- Name: Roger Grass Title: Vice President /s/ Alexander Grass ----------------------------------- Alexander Grass /s/ Roger Grass ----------------------------------- Roger Grass INDEX TO EXHIBITS EXHIBIT NUMBER EXHIBIT - ------- ------- (a)(1) Offer to Purchase, dated April 7, 1998. (2) Letter of Transmittal with respect to the Shares and Rights. (3) Letter, dated April 7, 1998, from Jefferies & Company, Inc. to brokers, dealers, banks, trust companies and nominees. (4) Letter to be sent by brokers, dealers, banks, trust companies and nominees to their clients. (5) Notice of Guaranteed Delivery. (6) IRS Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (7) Press Release, dated April 6, 1998. (8) Form of summary advertisement, dated April 7, 1998. (9) Letter dated April 14, 1998 from Alexander Grass to Mr. Joseph F. Keenan (10) Press Release, issued by the Purchaser, dated April 17, 1998 (11) Press Release, issued by the Purchaser, dated May 4, 1998 (12) Press Release, issued by the Purchaser, dated May 27, 1998 (13) Press Release, issued by the Purchaser, dated June 30, 1998 (14) Press Release, issued by the Purchaser, dated July 24, 1998 (15) Press Release, issued by the Purchaser, dated August 10, 1998 (16) Press Release, issued by the Purchaser, dated September 30, 1998 (17) Press Release, issued by the Purchaser, dated October 27, 1998 (18) Preliminary Proxy Materials of the Purchaser, filed with the Securities and Exchange Commission on October 27, 1998. (19) Press Release, issued by the Purchaser, dated October 30, 1998 *(20) Press Release, issued by the Purchaser, dated November 2, 1998 (b) None. (c) Letter agreement, dated March 6, 1998, between Jefferies & Company, Inc. and the Purchaser. (d) None. (e) Not Applicable. (f) None. (g) Complaint filed by the Purchaser on April 2, 1998 in the Court of Chancery of the State of Delaware. (h) Complaint filed by the Purchaser on April 6, 1998 in the United States District Court in and for the District of Delaware. (i) Complaint filed by the Purchaser on April 7, 1998 in the Court of Chancery of the State of Delaware. - ----------------- * Filed herewith. EX-99.(A)(19) 2 PRESS RELEASE Exhibit (a)(19) FOR IMMEDIATE RELEASE For further information, call: Alan Miller Innisfree M & A Incorporated (212) 750-5831 WYNNEWOOD, PA, November 2, 1998 - Golden Cycle, LLC, announced today that its offer to purchase all outstanding shares of common stock of Global Motorsport Group, Inc. (NASDAQ:CSTM) expired at 12:00 midnight, New York City time, on Friday, October 30, 1998. No shares were purchased under the offer because of the failure to satisfy certain conditions to the offer, including the condition that Global Motorsport's preferred share purchase rights be redeemed, invalidated or otherwise made inapplicable to Golden Cycle's tender offer. Golden Cycle had previously announced that it would allow the tender offer to expire without the purchase of any shares thereunder in order to facilitate its revised proposal to acquire Global. On October 27, Golden Cycle announced a proposed solicitation of consents from stockholders of Global to replace Global's Board of Directors with nominees committed to facilitate an acquisition of the company by Golden Cycle, in connection with which Global would conduct a self tender offer to purchase up to approximately 4,600,000 shares of its common stock for $19 per share in cash. Golden Cycle has filed preliminary proxy materials with the Securities and Exchange Commission regarding its proposed consent solicitation. As of the date of this communication, Golden Cycle is the beneficial owner of 528,100 shares of Common Stock, par value $0.001 per share, of Global. Other than as set forth herein, as of the date of this communication, neither Golden Cycle nor any of its members or other representatives or employees, any Nominees or other persons known to Golden Cycle who may solicit proxies has any security holdings in Global. Golden Cycle has retained Jefferies & Company, Inc. ("Jefferies & Company") to act as its financial advisor in connection with Golden Cycle's offer to acquire Global and the Consent Solicitation, for which Jefferies & Company will receive customary fees, as well as reimbursement of reasonable out-of-pocket expenses. In addition, Golden Cycle has agreed to indemnify Jefferies & Company and certain related persons against certain liabilities, including certain liabilities under the federal securities laws, arising out of their engagement. Jefferies & Company does not admit that it or any of its shareholders, directors, officers, employees or affiliates is a "participant" as defined in Schedule 14A promulgated under the Securities Exchange Act of 1934 by the Securities and Exchange Commission, or that Schedule 14A requires the disclosure of certain information concerning Jefferies & Company. Andrew Whittaker (an executive vice president) and Louis Fienberg (a senior vice president) of Jefferies & Company may assist Golden Cycle in the solicitation of consents of shareholders. Jefferies & Company engages in a full range of investment banking, securities trading, market-making and brokerage services for institutional and individual clients. In the normal course of its business Jefferies & Company may trade securities of Global for its own account and the accounts of its customers, and accordingly, may at any time hold a long or short position in such securities. Jefferies & Company has informed Golden Cycle that as of October 26, 1998, Jefferies & Company held no shares of Global Common Stock for its own account. 2 -----END PRIVACY-ENHANCED MESSAGE-----