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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 8)
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GLOBAL MOTORSPORT GROUP, INC.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
378937106
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(CUSIP Number)
Wolf, Block, Schorr and Solis-Cohen LLP
111 South 15th Street
Philadelphia, PA 19102
Attention: Herbert Henryson II, Esquire
(215) 977-2556
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 12, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
$$240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box [ ].<PAGE>
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Golden Cycle, LLC hereby amends its Schedule 13D (the
"Schedule 13D") relating to the Common Stock, par value $0.001
per share, of Global Motorsport Group, Inc. to add the following
information. All capitalized terms used and not otherwise
defined herein have the meanings ascribed to them in the Schedule
13D.
Item 4. Purpose of Transaction.
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Item 4 is hereby amended to add the following:
On November 12, 1998, the Reporting Person issued a
press release reporting that it had increased the per share price
of its proposal to acquire substantially all of the outstanding
shares of Global Motorsport to $20 in cash. The Reporting
Person's press release is set forth as Exhibit 15 hereto and is
hereby incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
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Item 7 is hereby amended to add the following:
15. Press release issued by the Reporting Person on
November 12, 1998.
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SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: November 12, 1998
GOLDEN CYCLE, LLC
By: /s/ Roger Grass
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Roger Grass
Vice President and Treasurer<PAGE>
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EXHIBIT INDEX
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Exhibit No. Description
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15 Press release issued by the Reporting
Person on November 12,1998.<PAGE>
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Exhibit 15
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FOR IMMEDIATE RELEASE
For further information, call:
Alan Miller
Innisfree M&A Incorporated
(212) 750-5831
GOLDEN CYCLE INCREASES GLOBAL
MOTORSPORT PROPOSAL TO $20 PER SHARE
WYNNEWOOD, PA, November 12, 1998 -- Golden Cycle, LLC
announced today that it has increased the per share price of its
proposal to acquire substantially all of the outstanding shares
of Global Motorsport Group, Inc. (NASDAQ: CSTM) to $20 in cash.
Golden Cycle will solicit consents from stockholders to
replace Global's Board of Directors with nominees committed to
facilitate an acquisition of the company by Golden Cycle. The
proposal is not subject to any financing conditions. Golden
Cycle said it has received supplemental commitments from Alex and
Roger Grass to provide the additional financing required to
complete the transaction. Roger Grass, Vice President of Golden
Cycle, said "We do not understand why Global's management does
not meet with us to seek the best possible transaction for their
shareholders. Without offering us the same confidential
information as other bidders, Global's Board has approved a
conditional offer from Stonington Partners and agreed to pay
Stonington $4 million if shareholders accept our proposal. If
Global's Board were truly interested in satisfying their duty to
maximize value for shareholders, it is clear they would accept
our proposal which provides more value to shareholders than the
conditional Stonington offer." Golden Cycle also said it will
move in the Delaware Chancery Court to enjoin payment of the $4
million bust-up fee which Global has agreed to pay to Stonington
Partners.
Golden Cycle has retained Jefferies & Company, Inc.
("Jefferies & Company") to act as its financial advisor in
connection with Golden Cycle's 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.
