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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4 -- FINAL AMENDMENT
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GLOBAL MOTORSPORT GROUP, INC.
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(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.
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(Bidders)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
378937106
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(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
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(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
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<PAGE>
This Amendment No. 4 (this "Amendment"), the final amendment,
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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Paragraphs (a) and (b) of Item 6 are hereby amended and supplemented by adding
thereto the following:
The Offer expired at 12:00 midnight, New York City time, on
December 14, 1998. Pursuant to the Offer, based upon a preliminary
report from the Depositary, the Purchaser accepted for payment
4,212,003 Shares tendered by physical delivery and 554,140 Shares
tendered by guaranteed delivery.
Paragraphs (a) and (b) of Item 6 are 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 15, 1998, filed as Exhibit (a)(10) to
this Amendment.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) - Text of press release issued by Stonington Partners, Inc. and the
Company on December 15, 1998.
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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 15, 1998
STONINGTON ACQUISITION CORP.
By: /s/ Robert F. End
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Name: Robert F. End
Title: President
GMG ACQUISITION CORP.
By: /s/ Robert F. End
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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
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Name: Bradley J. Hoecker
Title: Partner
STONINGTON PARTNERS, L.P.
By: Stonington Partners, Inc. II, its general
partner
By: /s/ Bradley J. Hoecker
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Name: Bradley J. Hoecker
Title: Partner
STONINGTON PARTNERS, INC. II
By: /s/ Bradley J. Hoecker
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Name: Bradley J. Hoecker
Title: Partner
STONINGTON PARTNERS, INC.
By: /s/ Judith A. Witterschein
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Name: Judith A. Witterschein
Title: Vice President and Secretary
<PAGE>
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.
(a)(10)* -- Text of press release issued by Stonington Partners, Inc. and the
Company on December 15, 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.
EXHIBIT (a)(10)
[STONINGTON PARTNERS, INC. LETTERHEAD]
For Immediate Release
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Contact:
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DANIEL BURCH OR GRACE PROTOS
MACKENZIE PARTNERS, INC.
(212) 929-5748 / (212) 929-5802
STONINGTON PARTNERS ACQUIRES APPROXIMATELY 92% OF GLOBAL MOTORSPORT SHARES IN
TENDER OFFER
NEW YORK, NEW YORK and MORGAN HILL, CALIFORNIA - December 15,
1998 - Stonington Partners today announced that GMG Acquisition Corp., an entity
controlled by Stonington, completed its $19.50 per share cash tender offer for
all of the outstanding shares of common stock, and the associated preferred
share purchase rights, of Global Motorsport Group, Inc.
According to the depositary's preliminary report, 4,766,143
shares were tendered and not withdrawn (including 554,140 shares tendered by
means of guaranteed delivery) as of the expiration of the tender offer,
representing approximately 92% of the outstanding Global Motorsport shares. The
offer expired at 12:00 midnight, New York City time, on Monday, December 14,
1998. GMG Acquisition Corp. accepted for payment all shares validly tendered
according to the terms of the tender offer.
Stonington plans to proceed with the merger of GMG Acquisition
Corp. into Global Motorsport Group, pursuant to which each remaining outstanding
share of Global Motorsport Group will be converted into the right to receive
$19.50 in cash. GMG Acquisition Corp. has acquired sufficient shares so that
approval of the merger is assured.
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 after market
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.
