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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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GLOBAL MOTORSPORT GROUP, INC.
(NAME OF SUBJECT COMPANY)
GLOBAL MOTORSPORT GROUP, INC.
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, $0.001 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
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378937106
(CUSIP NUMBER OF CLASS OF SECURITIES)
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JAMES J. KELLY, JR.
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
GLOBAL MOTORSPORT GROUP, INC.
16100 JACQUELINE COURT
MORGAN HILL, CALIFORNIA 95037
(408) 778-0500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING THIS STATEMENT)
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Copies to:
THOMAS D. MAGILL, ESQ.
GIBSON DUNN & CRUTCHER LLP
4 PARK PLAZA
JAMBOREE CENTER
IRVINE, CA 92614-8557
(714) 451-3800
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This Statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
on April 13, 1998, as amended (the "Schedule 14D-9"), relating to the offer by
Golden Cycle, LLC, a Pennsylvania limited liability, to purchase all of the
issued and outstanding shares of common stock, par value $.001 per share,
including associated Preferred Stock Purchase Rights (the "Shares"), of Global
Motorsport Group, Inc., a Delaware corporation (the "Company"), for an amount
equal to $18.00 per Share, net to the seller in cash, without interest.
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby supplemented as follows: The Company issued the press
release attached as Exhibit 8(a)(2) on April 21, 1998.
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ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
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4(a)(1) Letter to Stockholders, dated April 13, 1998, from the Company's
Board of Directors.*
4(a)(2) Press release, dated April 13, 1998, issued by the Company.*
8(a)(1) Company materials.*
8(a)(2) Press release, dated April 21, 1998, issued by the Company.+
</TABLE>
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* Previously filed.
+ Filed herewith.
3
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SIGNATURE
After reasonable 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.
GLOBAL MOTORSPORT GROUP, INC.
/s/ Joseph Piazza
By: _________________________________
Joseph Piazza
President and Chief Executive
Officer
Dated: April 21, 1998
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EXHIBIT LIST
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4(a)(1) Letter to Stockholders, dated April 13, 1998, from the Company's
Board of Directors.*
4(a)(2) Press release, dated April 13, 1998, issued by the Company.*
8(a)(1) Company materials.*
8(a)(2) Press release, dated April 21, 1998, issued by the Company.+
</TABLE>
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* Previously filed.
+ Filed herewith.
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EXHIBIT 8(A)(2)
CONTACTS:
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MACKENZIE PARTNERS, INC.
GRACE PROTOS
(212)929-5802
OR
MARK HARNETT
(212)929-5877
FOR IMMEDIATE RELEASE:
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GLOBAL MOTORSPORT GROUP, INC. RESPONDS TO
GOLDEN CYCLE'S APRIL 14 LETTER ; Reiterates That Any Serious Bidders For The
Company Will Be Treated Equally
Morgan Hill, CA -- April 21, 1998 -- Global Motorsport Group, Inc. (formerly
Custom Chrome, Inc.) (NASDAQ:CSTM) sent the following letter today to Alexander
Grass, the President and Secretary of Golden Cycle. Full text of letter to
follow:
April 21, 1998
Mr. Alexander Grass
Golden Cycle LLC
380 North Highland Avenue
Merion Station, PA 19066
Dear Mr. Grass:
I am in receipt of your letter dated April 14, 1998. I must say that
I am shocked by the strident tone and irresponsible content of your letter.
While you purport to address the letter to me, we all know that this is but a
sham for you to publish your diatribes on the internet. If you genuinely wish
to communicate with me on matters of substance, please do so in a civilized and
businesslike manner. Otherwise, if your true purpose is to obtain a "bully
pulpit" from which you can hurl libelous and groundless attacks on our Board,
please do not waste my time by camouflaging such attacks as a letter to me.
Although your letter wanders all over the board, it seems to have been
prompted by the confidentiality and standstill agreement sent to Golden Cycle as
a condition to receiving confidential information about Global Motorsport (the
"Company"). As we have clearly stated, any serious bidders for the Company will
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be treated equally. Others interested in the Company are executing the
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agreement. You have sued the Company demanding a level playing field. We
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have provided one -- but you refuse to play on it. It would be irresponsible to
let you have an advantage over other bidders or to allow you to dictate the
process by which bids will be received and evaluated. If you want to join the
process, get on board. Otherwise, get out of the way.
You lecture me on the Board's fiduciary duties -- yet, you urge us to
violate them. Our duty is to engage in a careful, deliberative process. We are
doing that. I realize that our process does not fit your agenda, but your
agenda is to buy the Company as cheaply as possible.
Finally, I cannot fathom what purpose you thought would be served by
your scurrilous and completely baseless attack on our Board. If you cannot even
take the time to get your facts straight, you are simply wasting everyone's time
- -- and exposing yourself to liability for defamation. Let me set the record
straight:
. Lon Allan -- Your facts are as inaccurate as your spelling of Mr.
Allan's name. Mr. Allan has served as a legal advisor to the Company since May
of 1992. He was asked to join the Board two years later because he was such a
valuable advisor. His compensation for his consulting services did not change
after he joined the Board for over three years, and the amount thereof is
extremely modest and, for all reporting periods to date, below the SEC's
threshold for reporting such compensation. Furthermore, everyone on the Board,
everyone in management and all of our outside legal counsel have always been
fully aware of Mr. Allan's consulting arrangement. Our outside counsel has
advised us that the Company has made all required disclosures. As to your
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defamatory remarks about Mr. Allan's separation from his prior law firm, those
events occurred over six years ago and before Mr. Allan was retained by the
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Company. None of those defamatory allegations was ever substantiated. The
Company retained Mr. Allan as a consultant and later asked him to join our Board
because those of us who know him and have worked with him know that the charges
that you so gratuitously republish are false.
. Joe Piazza -- There never has been any "plan to protect" any
consulting agreement. Mr. Piazza did not seek his position and was persuaded to
take it because the Board believed that a management change was vital and that
he was the best available candidate. All required disclosures about Mr. Piazza's
compensation have been made. Indeed, you allude to an "improper" consulting
arrangement for Mr. Piazza. You should know (and probably already do) that this
arrangement required that Mr. Piazza move to Germany with his wife for seven
months at great inconvenience to himself and his wife. The Company intended that
Mr. Piazza down-size its German operation and return it to profitability. His
efforts have been successful. While the total extent of Mr. Piazza's
compensation for these duties was $75,000, our year-to-date sales in Germany are
ahead 30% to 40% compared to the same period last year. Mr. Piazza's health is
fine. How's yours? Mr. Piazza was recently approved for a one-million dollar
life insurance policy. Can you say the same thing? Why don't you post your
health condition on the internet, since you've seen fit to publish false
information about Mr. Piazza's health? Additionally, please provide us with the
health histories of all your nominees for the Board, since you seem to believe
this is appropriate information for public consumption.
. Jim Kelly -- The prior CEO of the Company sought Mr. Kelly's
termination. The Board initially acceded to that request, although they
disagreed with the assessment of his performance. Mr. Piazza urged the former
CEO on several occasions to
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reconsider his decision. The Board instructed the former CEO to delay the
termination until March, 1998. When Mr. Piazza assumed the CEO position, he did
as he had frequently urged the former CEO -- he retained Mr. Kelly. Indeed, Mr.
Kelly conducted himself as a true professional through a major acquisition as
well as the closing of our 1997 fiscal year. It has continued to be apparent to
everyone that his expertise was and is needed for the future growth of the
Company.
. Myself -- all payments to me have been and will continue to be
properly disclosed. Your "facts" are false.
As you must have contemplated when you put your poisoned pen to paper,
your baseless and scurrilous allegations, irresponsibly published world-wide,
have caused me, my fellow directors, and my Company considerable distress. On
behalf of my fellow directors and the Company for which I proudly serve as the
Chairman of the Board of Directors, I demand that you retract your letter
immediately with a personally signed apology, published on the internet in
exactly the same manner that you first disseminated your unfounded attack.
Although you continually seek to clothe yourself in the interests of
our shareholders, we well recognize that you continue to work in your own best
interests. We will continue, as you urge, to work in the best interests of the
shareholders of Global Motorsport.
Very truly yours,
/s/ Joe Keenan
Joe Keenan
OA981060.174/6+
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.
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