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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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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CUSIP No. 378937106 14D-1
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stonington Partners, Inc.
13-3730573
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2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Sources of Funds
AF
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
0
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8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares
[ ]
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9. Percent of Class Represented by Amount in Row (7)
0.0%
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10. Type of Reporting Person
CO
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This Amendment No. 2 (this "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.
Pursuant to this Amendment, the following parties have been
added as bidders: (1) Stonington Capital Appreciation 1994 Fund, L.P., (2)
Stonington Partners, L.P., (3) Stonington Partners, Inc. II, and (4) Stonington
Partner, Inc (the "Additional Bidders" and collectively with Parent and the
Purchasers, the "Bidders").
ITEM 1. SECURITY AND SUBJECT COMPANY
Item 1 of Schedule 14D-1 is hereby amended and supplemented by the following
disclosure:
Reference is hereby made to the information set forth in the last
paragraph of Section 8 ("Certain Information Concerning the Company")
of the Offer to Purchase, which is incorporated herein by reference.
The financial projections referred to therein were prepared by the
Company and disclaimers made by the Company relating to such financial
projections in such paragraph are hereby deleted.
ITEM 4. SOURCES AND AMOUNT OF FUNDS
Item 4 of the Schedule 14D-1 is hereby amended and supplemented by the following
disclosure:
Reference is hereby made to the information set forth in Section 12
("Source and Amount of Funds") of the Offer to Purchase. The Fund has
available on call capital well in excess of the $80 million that it
will contribute to Parent as an equity contribution.
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ITEM 10. ADDITIONAL INFORMATION
Item 10 of Schedule 14D-1 is hereby amended and supplemented by the following
disclosure:
Reference is hereby made to the information set forth in Sections 1
("Terms of the Offer") and 14 ("Certain Conditions of the Offer") of
the Offer to Purchase. Each of the Bidders acknowledge that all
conditions to the Offer must be satisfied or waived prior to the
Expiration Date.
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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 8, 1998
STONINGTON ACQUISITION CORP.
By: /s/ Robert F. End
Name: Robert F. End
Title: President
GMG ACQUISITION CORP.
By: /s/ Robert F. End
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
Name: Bradley J. Hoecker
Title: Partner
STONINGTON PARTNERS, L.P.
By: Stonington Partners, Inc. II, its
general partner
By: /s/ Bradley J. Hoecker
Name: Bradley J. Hoecker
Title: Partner
STONINGTON PARTNERS, INC. II
By: /s/ Bradley J. Hoecker
Name: Bradley J. Hoecker
Title: Partner
STONINGTON PARTNERS, INC.
By: /s/ Bradley J. Hoecker
Name: Bradley J. Hoecker
Title: Partner
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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.
(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.
All exhibits were previously filed.
