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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. 12)
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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)
December 10, 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 7. Material to Be Filed as Exhibits.
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Item 7 is hereby amended to add the following:
19. Press release issued by the Reporting Person on
December 11, 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: December 11, 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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19 Press release issued by the Reporting
Person on December 11,1998.<PAGE>
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Exhibit 19
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FOR IMMEDIATE RELEASE
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For further information, call:
Alan Miller
Innisfree M&A Incorporated
(212) 750-5831
DELAWARE COURT RULES AGAINST GOLDEN CYCLE
WYNNEWOOD, PA, December 11, 1998 -- On Thursday
afternoon the Delaware Chancery Court ruled against the motion of
Golden Cycle, LLC seeking, among other things, to enjoin payment
of the $4 million bust-up fee which Global Motorsport Group, Inc.
(NASDAQ: CSTM) has agreed to pay to Stonington Partners. Vice
Chancellor Lamb ruled that the break-up fees were not preclusive
and would not be enjoined. Commenting on the opinion, Roger
Grass, Vice President of Golden Cycle, said "We are disappointed
with the Court's ruling. Golden Cycle is not prepared to pay
more than 77[cents] per share on top of the $20 per share we proposed
to pay for substantially all Global shares not owned by us
without due diligence to justify the additional cost. Management
of Global Motorsport has consistently refused to grant us such
due diligence. As a consequence, if Stonington is prepared to
close their tender offer on Monday, we intend to tender our
shares in their offer."
# # #
Golden Cycle has retained Jefferies & Company, Inc.
("Jefferies & Company") to act as its financial advisor in
connection with Golden Cycle's 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.
