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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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
(949) 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
(the "SEC") on November 16, 1998, (the "Schedule 14D-9") relating to the cash
tender offer described in the Tender Offer Statement on Schedule 14D-1, dated
November 16, 1998 (as amended or supplemented, the "Schedule 14D-1"), filed by
Stonington Acquisition Corp., a Delaware corporation ("Parent"), and GMG
Acquisition Corp., a Delaware corporation and an indirect wholly-owned
subsidiary of Parent, with the SEC, relating to an offer to purchase all of the
issued and outstanding shares of common stock, par value $0.001 per share (the
"Common Stock"), including the associated rights to purchase shares of Common
Stock issued pursuant to the Rights Agreement between the Company and American
Stock Transfer and Trust Company, dated as of November 13, 1996 (the "Rights"
and, together with the Common Stock, the "Shares"), of the Company at a price of
$19.50 per Share net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in Purchaser's Offer to Purchase, dated
November 16, 1998, and in the related Letter of Transmittal. 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:
On November 24, 1998, the Company sent to stockholders the letter attached
hereto as Exhibit 4, and, on that same day, the Company sent to Golden Cycle the
letter attached hereto as Exhibit 5.
2
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ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
1 Agreement and Plan of Merger, dated November 8, 1998, by and among Stonington Acquisition Corp., GMG
Acquisition Corp. and Global Motorsport Group, Inc., including Conditions to the Offer.+
2 Opinion of Cleary Gull Reiland & McDevitt Inc., dated November 8, 1998.*+
3 Letter to Stockholders of Global Motorsport Group, Inc., dated November 16, 1998.*+
4 Letter to Stockholders of Global Motorsport Group, Inc., dated November 24, 1998.++
5 Letter to Golden Cycle, dated November 24, 1998.++
</TABLE>
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* Included in Schedule 14D-9 mailed to stockholders.
+ 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.
<TABLE>
<S> <C> <C>
By: /s/ JOSEPH F. KEENAN
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Joseph F. Keenan
CHAIRMAN OF THE BOARD
</TABLE>
Dated: November 24, 1998
4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
1 Agreement and Plan of Merger, dated November 8, 1998, by and among Stonington Acquisition Corp., GMG
Acquisition Corp. and Global Motorsport Group, Inc. , including Conditions to the Offer.+
2 Opinion of Cleary Gull Reiland & McDevitt Inc., dated November 8, 1998.*+
3 Letter to Stockholders of Global Motorsport Group, Inc., dated November 16, 1998.*+
4 Letter to Stockholders of Global Motorsport Group, Inc., dated November 24, 1998.++
5 Letter to Golden Cycle, dated November 24, 1998.++
</TABLE>
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* Included in Schedule 14D-9 mailed to stockholders.
+ Previously filed.
++ Filed herewith.
5
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[LOGO]
November 24, 1998
Dear Stockholder:
The Board of Directors of the Company has considered the proposal outlined
in the November 18, 1998 letter from Golden Cycle relating to its previously
announced proposal to engage in a transaction in which the Company would tender
for 99% of its outstanding shares not owned by Golden Cycle at a per share price
of $20.00.
After consultation with and receipt of advice from Cleary Gull Reiland &
McDevitt, its financial advisor, and Gibson, Dunn & Crutcher LLP, its legal
advisor, and after taking into account the Company's obligations under its
merger agreement with an affiliate of Stonington Partners, Inc., the Board has
determined to reject the Golden Cycle proposal and not to pursue discussions
with, or provide information to, Golden Cycle. Your Board also has unanimously
reaffirmed its recommendation of the pending Stonington offer.
In its deliberations the Board considered the following:
- Cleary Gull advised the Board that the cash value per share of the Golden
Cycle proposal is less than $20.00 as it is not for all of the outstanding
shares. Cleary Gull also advised the Board that it was not possible based
upon the information provided to value the stub component of the Golden
Cycle proposal. Cleary Gull further advised the Board that it was
reasonable to further discount the value of the Golden Cycle proposal to
take into account the time value of money between the December 14, 1998
scheduled closing of the pending Stonington tender offer and the uncertain
consummation of the Golden Cycle proposal, which could be significantly
later than December 14th. Cleary Gull advised the Board that the impact of
all of the foregoing could be to significantly diminish the purported
value of the Golden Cycle proposal, especially in relation to the pending
all cash Stonington tender offer that is expected to close on December
14th.
- The Board noted that although the Grass family had "agreed" to provide a
significant portion of the financing required under the Golden Cycle
proposal, it had not been provided with any evidence that such financing
is readily available. In contrast, the Board observed that the Stonington
Fund was formed with over $1 billion in committed capital, and the Board
was satisfied that Stonington had on call the funds necessary to provide
the $80 million equity contribution to the transaction.
- The Board considered the fact that Stonington had completed extensive due
diligence prior to execution of the merger agreement. In contrast, the
Board was troubled by the fact that Golden Cycle did not avail itself of
the Company's offer for Golden Cycle to conduct due diligence even after
the Board had dropped the precondition, which applied to Stonington and
every other potential bidder, that
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Golden Cycle enter into a customary standstill agreement. The Company's
offer was made to Golden Cycle on October 5 and again on October 29.
Golden Cycle never responded. The Board believes that Golden Cycle's
failure to perform due diligence when it had the opportunity to do so
creates substantial doubt regarding the credibility of the Golden Cycle
proposal. In addition, the Board noted that Stonington had refused to
waive the applicable provisions of the Stonington merger agreement, which
provisions prohibit the sharing of confidential information unless, among
other things, the third party enters into a confidentiality agreement on
terms no less favorable to the Company than those included in the
confidentiality agreement entered into with Stonington. The Board noted
that Golden Cycle had at least thirty days prior to the execution of the
Stonington merger agreement during which it could have obtained access to
due diligence.
- The Board was advised that, although not noted in the Golden Cycle consent
solicitation materials or in any of its related press releases, Golden
Cycle had stated in its court pleadings that its proposal was conditioned
upon invalidation of the termination fee provisions of the Stonington
merger agreement. The Board believes these provisions, which were
bargained for and insisted upon by Stonington, are legal and customary
both in nature and in amount. Thus, Golden Cycle's court pleadings create
at best an ambiguity with respect to the Golden Cycle proposal and, in the
Board's view, a condition that will not be satisfied.
- The Board of Directors of the Company believes that the likelihood of
successfully and promptly completing the Stonington transaction is
materially higher than the likelihood of successfully and promptly
completing a transaction with an uncertain value with Golden Cycle. The
Stonington offer is not coercive: it is for all shares at the same $19.50
cash price; it has fully committed financing; and the Company's
stockholders are free to choose whether or not to tender their shares.
Moreover, the Board believes that the terms of the agreement with
Stonington do not materially deter BONA FIDE acquisition proposals from
third parties nor do they impair the Board's ability to exercise its
fiduciary duties in response to any such proposals.
For the reasons discussed above, the Board unanimously resolved to reject
the Golden Cycle proposal and reaffirm its recommendation of the pending offer
by Stonington and communicated this response to Golden Cycle by letter.
Very truly yours,
/s/ Joseph F. Keenan
Joseph F. Keenan
CHAIRMAN OF THE BOARD
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[LOGO]
November 24, 1998
Mr. Roger Grass
Golden Cycle, LLC
One Wynnewood Road, Suite 100
Wynnewood, Pennsylvania 19096
Dear Mr. Grass:
The Board of Directors of the Company has considered your proposal as
outlined in your letter dated November 18, 1998 and, for the reasons discussed
in the attached letter to stockholders, has determined to reject it and reaffirm
our recommendation of the pending offer by an affiliate of Stonington Partners,
Inc.
Any further information you care to provide which addresses our concerns
will of course be considered by the Board in good faith and consistent with the
Board's fiduciary duties and contractual obligations.
Very truly yours,
/s/ Joseph F. Keenan
Joseph F. Keenan
CHAIRMAN OF THE BOARD
