UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
March 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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 378937106 13D- Page 2
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1 NAME OF REPORTING PERSON: Golden Cycle, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only): 23-294-3669
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: WC, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania
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NUMBER OF
SHARES 7 SOLE VOTING POWER: 528,100
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER: Not applicable
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER: 528,100
PERSON --------------------------------------------
10 SHARED DISPOSITIVE POWER: Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 528,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 10.4%
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14 TYPE OF REPORTING PERSON: OO
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<PAGE>
Item 1. Security and Issuer.
This Schedule 13D (the "Statement") relates to the Common
Stock, par value $0.001 per share (the "Common Stock"), of Global Motorsport
Group, Inc., a Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 16100 Jacqueline Court, Morgan Hill,
California 95037.
Item 2. Identity and Background.
(a)-(c) This statement is being filed by Golden Cycle, LLC, a
Pennsylvania limited liability company (the "Reporting Person"). The Reporting
Person is a newly formed limited liability company which has not engaged in any
activities to date other than the investment in the Common Stock reported in
this Statement. The business address and the address of the principal executive
offices of the Reporting Person is 4025 Crooked Hill Road, Harrisburg,
Pennsylvania 17110.
The name, business address and present principal occupation or
employment of each of the executive officers and members of the Reporting Person
are set forth on Schedule I annexed hereto, which is incorporated herein by
reference.
(d)-(e) During the last five years, neither the Reporting
Person, nor, to the best knowledge of the Reporting Person, any of the persons
listed on Schedule I hereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or have been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
All of the shares of Common Stock reported to be owned by the
Reporting Person were acquired in open market transactions at a total cost of
$7,109,005 (including brokerage commissions). Such cost was funded out of
working capital, which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business, and borrowings from Dauphin
Deposit Bank and Trust Company under an unsecured commercial loan note bearing
interest at the Federal Funds Target Rate plus 90 basis points.
Item 4. Purpose of Transaction.
The Reporting Person has acquired the shares of Common Stock
referred to in Item 5 in order to obtain an equity position in the Company.
<PAGE>
The Reporting Person has sent a letter to Mr. Joseph Piazza,
President and Chief Executive Officer of the Company, offering to acquire the
Company for a cash purchase price of $18 per share in a negotiated transaction.
The letter stated that the Reporting Person would negotiate all terms of a
transaction, including the price and requested that the Company provide the
Reporting Person with information about the Company for the purpose of
completing a due diligence review of the Company in order to determine whether
there is greater value in the Company. The letter further advised the Company
that if the Board of Directors of the Company elects not to proceed with
negotiations or provide the Reporting Person with an opportunity to do
diligence, the Reporting Person would consider attempting to seek control of the
Board of Directors through a consent solicitation which would elect directors
committed to selling the Company for the highest price reasonably available. In
connection with such a possibility, the Reporting Person will be filing
preliminary proxy materials with the Securities and Exchange Commission. A copy
of the letter to Mr. Piazza is attached hereto as Exhibit 1.
The Reporting Person intends to continue to evaluate its
position and possible alternative future courses of action, which could involve,
among other possibilities, in addition to seeking representation on the Board of
Directors and proposing a merger or other business combination transaction with
the Company, making a tender offer for some or all of the Common Stock or
entering into arrangements with third parties, including present or past
management of the Company, who may be interested in joining with the Reporting
Person to acquire control of the Company.
Depending upon the course of action that the Reporting Person
pursues, the Reporting Person may increase its investment in the Company through
the acquisition of additional shares of Common Stock or other securities of the
Company in the open market or otherwise, subject to availability at prices
deemed favorable by the Reporting Person, or may sell or otherwise dispose of
any or all of the shares of Common Stock or other securities of the Company
beneficially owned by it. Although the foregoing represents the range of
activities presently contemplated by the Reporting Person with respect to the
Company and the Common Stock and such other securities, it should be noted that
the possible activities of the Reporting Person are subject to change at any
time, and there is no assurance that the Reporting Person will obtain control of
the Company. Except as set forth above, the Reporting Person has no present
plans or intentions that would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Statement, the Reporting Person
beneficially owns 528,100 shares of Common Stock, representing approximately
10.4% of the outstanding shares of Common Stock. The foregoing percentage is
based upon 5,077,442 shares of Common Stock reported outstanding as set forth in
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended October
31, 1997 as filed by the Company with the Securities and Exchange Commission.
(b) The Reporting Person has the sole power to vote and
dispose of the shares of Common Stock which it beneficially owns.
(c) Except for the purchases set forth on Schedule II annexed
hereto, none of the persons identified in Item 2 has effected any transactions
in the Common Stock during the past 60 days. All such purchases were effected in
the open market.
(d) Jefferies & Company, Inc. ("Jefferies") has been engaged
to act as financial advisor to the Reporting Person and its members in
connection with any financing, investment or acquisition activities which the
Reporting Person and its members may undertake with respect to the Company (the
"Engagement Agreement"). The Engagement Agreement provides, among other things,
that in payment for services to be rendered by Jefferies, if within twelve
months from the date of the Engagement Agreement any shares of Common Stock
owned by the Reporting Person or any of its affiliates are sold to any person,
Jefferies will be paid a fee equal to 15% of the profit in respect of such sale.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except for the Engagement Agreement, neither the Reporting
Person nor, to the best of its knowledge, any of the persons identified in Item
2, has entered into any contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to any securities of the
Company, including but not limited to, those enumerated in Item 6 of Schedule
13D.
Item 7. Material to Be Filed as Exhibits.
1. Letter to Joseph Piazza, dated March 23, 1998.
<PAGE>
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: March 23, 1998
GOLDEN CYCLE, LLC
By: /s/ Roger L. Grass
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Vice President and Treasurer
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND MEMBERS OF
GOLDEN CYCLE, LLC
The name and present principal occupation or employment of each of the
executive officers and members of Golden Cycle, LLC is set forth below. The
business address of each such person is c/o Biker's Depot, Inc., One Wynnewood
Road, Wynnewood, Pennsylvania 19096, except as otherwise noted. Each such person
is a citizen of the United States of America.
Name and Present Principal
Positions Held Occupation or Employment
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Alexander Grass Director and Honorary Chairman of the Board of
50% Member, President Directors and Chairman of the Executive
and Secretary Committee of the Board of Directors of Rite Aid
Corporation since March 4, 1995 when he retired
as Chairman of Board of Directors and Chief
Executive Officer of Rite Aid Corporation.
Mr. Grass is also a director of Hasbro, Inc.
Mr. Grass is the father of Roger L. Grass.
Roger L. Grass Chairman of Board of Directors, Biker's Depot,
50% Member, Vice-President Inc., a company engaged in the sale of after
and Treasurer market parts and accessories for Harley-Davidson
motorcycles.
<PAGE>
SCHEDULE II
TRANSACTIONS WITHIN THE PAST 60 DAYS
No. of Shares
Date Purchased Price
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1/27/98 50,000 $615,000
1/28/98 25,000 307,500
1/29/98 5,000 62,125
2/02/98 3,000 37,275
2/03/98 10,000 126,750
2/03/98 5,000 62,750
2/04/98 2,500 31,375
2/09/98 20,000 273,500
2/10/98 2,000 27,100
2/13/98 20,000 276,000
2/13/98 20,000 273,500
2/19/98 20,000 276,000
2/20/98 10,600 146,280
2/20/98 10,000 136,750
3/12/98 50,000 677,500
3/13/98 50,000 690,000
3/17/98 125,000 1,718,750
3/19/98 58,000 870,000
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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1 Letter to Joseph Piazza, dated March 23, 1998.
GOLDEN CYCLE, LLC
4025 Crooked Hill Road
Harrisburg, Pennsylvania 17110
March 23, 1998
Mr. Joseph Piazza
President and Chief Executive Officer
Global Motorsport Group, Inc.
16100 Jacqueline Court
Morgan Hill, California 95037
Dear Mr. Piazza:
Golden Cycle, LLC is prepared to acquire Global Motorsport Group, Inc.
for a cash purchase price of $18 per share. Based upon our review of publicly
available information, we believe the $18 price is a full and fair one. Our
offer is subject to negotiation of a definitive merger agreement which would
contain customary terms and conditions. Our financial advisor, Jefferies &
Company, Inc., has advised us that they are highly confident in their ability to
arrange the financing for our cash acquisition of the company. We would very
much appreciate the opportunity to negotiate all terms of a transaction,
including the price, with you and your Board of Directors.
Wholly apart from our willingness to negotiate all aspects of a
possible offer based on what we know about Global Motorsport Group today, we
also recognize that there may be values inherent in the company which we are
unable to perceive without access to nonpublic information and the assistance of
you and your management team. Accordingly, we would request that any pertinent
information which is available to your management or is made available to your
investment bankers or third parties for the purpose of evaluating or pursuing
alternative transactions be made available to us as well, so that any offer and
its terms may be formulated with the full benefit of a level and illuminated
playing field. We would naturally agree to execute a customary confidentiality
agreement with respect to the confidential information supplied to us.
While we are committed to working with you and your Board of Directors
and pursuing a negotiated transaction, we also believe that if you and your
Board of Directors do not wish to proceed with negotiations or to provide us
with an opportunity to conduct due diligence so that we can determine if there
is greater value in the company, we will consider attempting to seek control of
the Board of Directors through a consent solicitation which would elect
directors committed to selling the company for the highest price reasonably
available. In view of the possibility that the Board might seek to erect
non-economic obstacles or impediments which prevent stockholders from having a
fair opportunity to consider and respond to any offer we might make, we will be
filing preliminary proxy materials with the Securities and Exchange
<PAGE>
Commission with respect to such a consent solicitation. We certainly hope that,
consistent with its fiduciary responsibilities, the Board will not take such
actions which would require us to pursue the proxy contest.
We are filing a statement on Schedule 13D with the Securities and
Exchange Commission today announcing our acquisition of approximately 10.4% of
the outstanding Global Motorsport Group's shares.
We and our advisors are prepared to meet promptly with the company's
directors, management and advisors (or designated representatives) at their
convenience in order to negotiate a mutually desirable and beneficial
transaction.
We look forward to hearing from you at your earliest convenience.
Very truly yours,
/s/ Alex Grass
