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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. 7)
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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 6, 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
Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box [ ].
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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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Item 4 is hereby amended to add the following:
On November 6, 1998, the Reporting Person issued a press
release reporting that it had delivered a written consent to the
Company in connection with its consent solicitation and that the
Reporting Person believes that the delivery of the consent to the
Company will establish Friday, November 6, 1998 as the record
date for holders of the Company's common stock entitled to vote
on its proposals. 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.
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Item 7 is hereby amended to add the following:
14. Press release issued by the Reporting Person on
November 6, 1998.
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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 6, 1998
GOLDEN CYCLE, LLC
By: /s/ Roger Grass
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Roger Grass
Vice President and Treasurer
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EXHIBIT INDEX
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Exhibit No. Description
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14 Press release issued by the Reporting
Person on November 6, 1998.
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Exhibit 14
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FOR IMMEDIATE RELEASE
- --------------------- For further information, call:
Alan Miller
Innisfree M&A Incorporated
(212) 750-5831
GOLDEN CYCLE DELIVERS CONSENT TO GLOBAL MOTORSPORT GROUP
WYNNEWOOD, PA, November 6, 1998 -- Golden Cycle, LLC
announced that it today delivered a written consent to Global
Motorsport Group, Inc. (NASDAQ: CSTM) in connection with its
consent solicitation. Golden Cycle believes that the delivery of
the consent to the company will establish Friday, November 6,
1998 as the record date for holders of Global Motorsport common
stock entitled to vote on its proposals to, among other things,
remove the current Board of Directors of the company and elect
Golden Cycle's nominees to the Board. Golden Cycle's nominees
intend to facilitate a proposal which provides shareholders of
Global with $19 per share in cash for substantially all of their
shares. Global Motorsport purports to have set November 10 as
the record date for the solicitation. Golden Cycle believes that
the date set by Global Motorsport is not valid under Delaware law
since it is more than ten days after the date on which Global's
board purports to have adopted a resolution fixing a record date.
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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