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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
AMENDMENT NO. 3
RULE 13E-3 TRANSACTION STATEMENT
PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
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GLOBAL MOTORSPORT GROUP, INC.
(NAME OF ISSUER)
GLOBAL MOTORSPORT GROUP, INC.
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, PAR VALUE $0.001 PER SHARE (AND ASSOCIATED PURCHASE RIGHTS)
(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
TELEPHONE: (408) 778-0500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
WITH COPIES TO:
KENTON J. KING, ESQ. THOMAS D. MAGILL, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP GIBSON, DUNN & CRUTCHER LLP
FOUR EMBARCADERO CENTER, SUITE 3800 4 PARK PLAZA
SAN FRANCISCO, CALIFORNIA 94111 JAMBOREE CENTER
(415) 984-6400 IRVINE, CALIFORNIA 92614
(949) 451-3800
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This statement is filed in connection with (check the appropriate box):
a. [_]The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [_]The filing of a registration statement under the Securities Act of 1933.
c. [X]A tender offer.
d. [_]None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [_]
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INTRODUCTION
This Amendment No. 3 amends and supplements the Rule 13e-3 Transaction
Statement (the "Statement") on Schedule 13E-3 (the "Schedule 13E-3") filed on
July 13, 1998 by Global Motorsport Group, Inc., a Delaware corporation (the
"Company"), pursuant to Section 13(e) of the Securities Exchange Act of 1934,
as amended, and Rule 13e-3 thereunder in connection with the tender offer by
the Company for up to 4,820,000 issued and outstanding shares ("Shares") of
its common stock, par value $0.001 per Share (the "Common Stock"), including
the associated rights to purchase shares of Common Stock issued pursuant to
that certain Rights Agreement, dated as of November 13, 1996, by and between
the Company and American Stock Transfer and Trust Company (the "Rights"), at
$21.75 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 13, 1998, as amended
(the "Offer to Purchase"), a copy of which is attached hereto as Exhibit
(d)(1), and in the related Letter of Transmittal, a copy of which is attached
hereto as Exhibit (d)(2) (which together constitute the "Offer").
Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Schedule 13E-3.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is hereby amended and supplemented by adding thereto the following:
"The Company issued the press release attached hereto as Exhibit (d)(10)
on August 11, 1998."
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.*
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<C> <S>
(a)(1) Commitment letter dated June 28, 1998 by Bank of America National
Trust and Savings Association, Bankers Trust Company and BancAmerica
Robertson Stephens to Fremont Acquisition Company III, LLC.
(a)(2) Letter dated June 27, 1998 by BT Alex. Brown Incorporated and
BancAmerica Robertson Stephens to Fremont Acquisition Company III,
LLC.
(b)(1) Fairness Opinion of Cleary Gull Reiland & Devitt, Inc., dated June 28,
1998 (attached as Annex A to the Offer to Purchase filed as Exhibit
(d)(1) below).
(c)(1) Amended and Restated Agreement and Plan of Merger, dated as of June
28, 1998, by and among the Company, Fremont Acquisition Company III,
LLC, and GMS Acquisition Corp.
(c)(2) Stockholder Agreement, dated as of June 28, 1998 by and among Fremont
Acquisition Company III, LLC and each individual whose name appears on
the signature pages thereto.
(c)(3) Mutual Confidentiality Agreement, dated April 8, 1998, by and between
the Company and Fremont Partners.
(c)(4) Rights Agreement, dated as of November 13, 1996, by and between the
Company and American Stock Transfer and Trust Company.
(d)(1) Offer to Purchase, dated July 13, 1998, as amended.
(d)(2) Letter of Transmittal, dated July 13, 1998.
(d)(3) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees, dated July 13, 1998.
(d)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees, dated July 13, 1998.
(d)(5) Notice of Guaranteed Delivery, dated July 13, 1998.
(d)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(d)(7) Press Release issued by the Company and Fremont Acquisition Company
III, LLC on June 29, 1998.
(d)(8) Form of Summary Advertisement as published in the Wall Street Journal
on July 13, 1998.
(d)(9) Letter to Stockholders, dated July 13, 1998, from Joseph F. Keenan,
Chairman of the Board of the Company.
(d)(10) Press Release issued by the Company on August 11, 1998.
(e) Section 262 of the General Corporation Law of the State of Delaware
(attached as Annex B to the Offer to Purchase filed as Exhibit (d)(1)
above).
(f) None.
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* Except for Exhibit (d)(10), each of the exhibits was filed previously with
the Statement as originally filed with the Securities and Exchange
Commission on July 13, 1998.
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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.
Date: August 12, 1998
GLOBAL MOTORSPORT GROUP, INC.
By:
/s/ Joseph F. Keenan
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Joseph F. Keenan
Chairman of the Board of Directors
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO.* DESCRIPTION
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<C> <S>
(a)(1) Commitment letter dated June 28, 1998 by Bank of America National
Trust and Savings Association, Bankers Trust Company and
BancAmerica Robertson Stephens to Fremont Acquisition Company
III, LLC.
(a)(2) Letter dated June 27, 1998 by BT Alex. Brown Incorporated and
BancAmerica Robertson Stephens to Fremont Acquisition Company
III, LLC.
(b)(1) Fairness Opinion of Cleary Gull Reiland & Devitt, Inc., dated
June 28, 1998 (attached as Annex A to the Offer to Purchase filed
as Exhibit (d)(1) below).
(c)(1) Amended and Restated Agreement and Plan of Merger, dated as of
June 28, 1998, by and among the Company, Fremont Acquisition
Company III, LLC, and GMS Acquisition Corp.
(c)(2) Stockholder Agreement, dated as of June 28, 1998 by and among
Fremont Acquisition Company III, LLC and each individual whose
name appears on the signature pages thereto.
(c)(3) Mutual Confidentiality Agreement, dated April 8, 1998, by and
between the Company and Fremont Partners.
(c)(4) Rights Agreement, dated as of November 13, 1996, by and between
the Company and American Stock Transfer and Trust Company.
(d)(1) Offer to Purchase, dated July 13, 1998, as amended.
(d)(2) Letter of Transmittal, dated July 13, 1998.
(d)(3) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees, dated July 13, 1998.
(d)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees, dated July 13, 1998.
(d)(5) Notice of Guaranteed Delivery, dated July 13, 1998.
(d)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(d)(7) Press Release issued by the Company and Fremont Acquisition
Company III, LLC on June 29, 1998.
(d)(8) Form of Summary Advertisement as published in the Wall Street
Journal on July 13, 1998.
(d)(9) Letter to Stockholders, dated July 13, 1998, from Joseph F.
Keenan, Chairman of the Board of the Company.
(d)(10) Press Release issued by the Company on August 11, 1998.
(e) Section 262 of the General Corporation Law of the State of
Delaware (attached as Annex B to the Offer to Purchase filed as
Exhibit (d)(1) above).
</TABLE>
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* Except for Exhibit (d)(10), each of the exhibits was filed previously with
the Statement as originally filed with the Securities and Exchange
Commission on July 13, 1998.
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EXHIBIT 99.(d)(10)
NEWS RELEASE [LETTERHEAD OF
MACKENZIE PARTNERS,
INC. APPEARS HERE]
CONTACTS:
JAMES J. KELLY
(408) 778-2271
OR
DANIEL BURCH OR GRACE PROTOS
MACKENZIE PARTNERS, INC.
(212)929-5748/(212)929-5802
FOR IMMEDIATE RELEASE:
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GLOBAL MOTORSPORT GROUP EXTENDS
TENDER OFFER FOR UP TO 4,820,000 OF ITS SHARES
FOR $21.75 IN CASH PER SHARE
MORGAN HILL, CA--August 11, 1998--Global Motorsport Group, Inc.
(formerly Custom Chrome, Inc.) (NASDAQ:CSTM) announced today that it has
extended, at the request of Fremont Acquisition Company III, LLC, Global's
previously announced tender offer to acquire up to 4,820,000 outstanding shares
of its Common Stock (and associated rights) for $21.75 per share in cash. The
tender offer is being made in connection with the previously announced
definitive Merger Agreement with Fremont. The tender offer and withdrawal rights
will now expire at 5:00 p.m., New York City time, on September 25, 1998, unless
further extended.
The extension of the tender offer is intended to provide additional time
to satisfy the financing condition to the tender offer in view of current market
conditions in the high yield debt securities market. The Company's depositary,
American Stock & Transfer Company, has informed the Company that as of 4:00 p.m.
EDT, Tuesday, August 11, 1998, 1,229,448 shares of Common Stock had been
tendered, including shares tendered pursuant to a Notice of Guaranteed Delivery.
This represents approximately 22.6% of the Common Stock outstanding.
Global Motorsport Group was founded in 1970 and it is the parent
organization for an international group of motorcycle aftermarket 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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