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. 6)
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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 2, 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.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
<PAGE>
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.
Item 4 is hereby amended to add the following:
On November 2, 1998, the Reporting Person issued a press release
announcing the expiration of its offer to purchase all outstanding shares of the
common stock of Global Motorsport Group, Inc. at 12:00 midnight, New York City
time, on Friday, October 30, 1998, without the purchase of any shares under such
offer. The Reporting Person's press release is set forth as Exhibit 14 hereto
and is hereby incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
Item 7 is hereby amended to add the following:
14. Press release issued by the Reporting Person on November 2, 1998.
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<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: November 3, 1998
GOLDEN CYCLE, LLC
By: /s/ Roger Grass
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Roger Grass
Vice President and Treasurer
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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14 Press release issued by the Reporting Person on November 2,
1998.
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<PAGE>
EXHIBIT 14
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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.
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