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
<PAGE>
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satisfied, including: (i) there being validly tendered and not withdrawn prior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.
<PAGE>
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
<PAGE>
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.
<PAGE>
(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.
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.
<PAGE>
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
