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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. 10)
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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 18, 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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On November 18, 1998, the Reporting Person delivered a
letter to Mr. Joseph Keenan, Chairman of the Board of the
Company, transmitting in writing its proposed transaction,
structured as a self tender offer by the Company and subject to
no financing conditions, whereby the Company would purchase
approximately 99% of the outstanding shares of common stock of
the Company (approximately 4.6 million shares) not currently
owned by the Reporting Person for a cash purchase price of $20
per share. A copy of the letter is attached hereto as Exhibit 17
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:
17. Letter to Joseph Keenan, dated November 18,
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 19, 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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17 Letter to Joseph Keenan, dated
November 18, 1998.
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Exhibit 17
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GOLDEN CYCLE, LLC
ONE WYNNEWOOD ROAD
SUITE 100
WYNNEWOOD, PA 19096
November 18, 1998
Mr. Joseph F. Keenan
Chairman of the Board of Directors
Global Motorsport Group, Inc.
16100 Jacqueline Court
Morgan Hill, California 95037
Dear Mr. Keenan:
We believe that under Delaware law, you currently have,
as you have always had, a fiduciary duty to negotiate with us, or
any prospective purchaser, regarding a transaction to acquire
Global Motorsport that is in the best interests of its
stockholders.
As we have publicly announced, Golden Cycle, LLC has
proposed a transaction whereby the company would acquire, in a
transaction structured as a self tender offer by Global
Motorsport and subject to no financing conditions, approximately
99% of the outstanding shares of common stock of Global
Motorsport (approximately 4.6 million shares) not currently owned
by us for a cash purchase price of $20 per share.
While we do not think that our offer needs to be
forwarded to you in writing in order for you to be required to
consider it, we are, in the event that you disagree, hereby
formally transmitting our offer to you, in writing. Accordingly,
notice is hereby given of our proposed "Acquisition Transaction"
as such term is defined in Section 6.2 of your merger agreement
with Stonington Partners. Considering that our offer is $0.50
per share better than Stonington Partners' offer, we are prepared
to meet with you at your earliest opportunity in order to
complete our proposed transaction.
Please note that a copy of our firm commitment letter
from NationsBank, N.A. to provide a portion of the financing
needed for the transaction was filed with the Securities and
Exchange Commission as an amendment to our Schedule 13D on
October 28, 1998. In addition, my father (Alex Grass) and I have
agreed to provide the remainder of the necessary financing.
We urge you to consider the interests of your
stockholders and contact us so that we can move forward together
in implementing our proposal.
Sincerely,
/s/ Roger Grass
