UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(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. 1)
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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)
March 25, 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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
<PAGE>
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.
Item 4 is hereby amended to add the following:
On March 24, 1998, the Reporting Person filed preliminary proxy materials
with the Securities and Exchange Commission in connection with its proposed
solicitation of written consents to replace the current Board of Directors of
the Company with its own nominees committed to selling the Company for the
highest price reasonably available. Certain information about the nominees of
the Reporting Person, other than Messrs. Alexander and Roger Grass, is set forth
in Schedule I annexed hereto, which is incorporated herein by reference.
On March 25, 1998, pursuant to Section 220 of the General Corporation Law
of the State of Delaware and the common law of the State of Delaware, the
Reporting Person requested Cede & Co., the record owner of shares of Common
Stock beneficially owned by the Reporting Person, to demand the right to inspect
certain books and records of the Company and to make copies and extracts
therefrom. The purpose of the demand is to evaluate the current direction of the
Company and its management, to ascertain the value of its shares of Common
Stock, to determine whether to sell its shares or to acquire additional shares,
and to communicate with other stockholders of the Company regarding matters
relevant to stockholders. A copy of the demand letter is attached hereto as
Exhibit 2.
On March 27, 1998, the Reporting Person sent a letter to Mr. Joseph Piazza,
President and Chief Executive Officer of the Company, requesting a meeting to
negotiate all aspects of the offer to acquire the Company. A copy of the letter
is attached hereto as Exhibit 3.
Item 7. Material to Be Filed as Exhibits.
Item 7 is hereby amended to add the following:
2. Demand to inspect certain books and records
of the Company, dated March 25, 1998.
3. Letter to Joseph Piazza, dated March 27, 1998.
4. Press Release issued by the Reporting Person on
March 24, 1998.
5. Press Release issued by the Reporting Person on
March 25, 1998.
<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: March 27, 1998
GOLDEN CYCLE, LLC
By: /s/ Roger L. Grass
---------------------------------
Vice President and Treasurer
<PAGE>
SCHEDULE I
NOMINEES GOLDEN CYCLE, LLC
The name, present principal occupation or employment and address of each of
the nominees of Golden Cycle, LLC who are not officers or members is set forth
below. Each such person is a citizen of the United States of America.
<TABLE>
<CAPTION>
Present Principal
Name Occupation or Employment
- ---- ------------------------
<S> <C>
Aaron Brenner During the last three years, Aaron Brenner has been a
1609 Appletree Road a private investor. Prior to 1996, Mr. Brenner served as
Harrisburg, PA 17110 President of M. Brenner & Son, Inc., a wholesale drug, candy and
tobacco distributor.
H. Irwin Levy H. Irwin Levy presently serves as President and
100 Century Blvd. Chairman of the Board of Directors of Hilcoast
W. Palm Beach Development Corp., a real estate developer, which position
Florida 33417 he has held since August 1992. Mr. Levy also serves on the Board
of Directors of CV Reit, Inc. and nStor Technologies, Inc.
George Lindemann During the last five years, George Lindemann has served as
c/o Southern Union Co. Chairman of the Board of Directors of Southern Union
504 Lavaca Street Company, a gas utility company.
Austin, TX 78701
</TABLE>
<PAGE>
EXHIBIT INDEX
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Exhibit No. Description
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2 Demand to inspect certain books and
records of the Company, dated March 25, 1998.
3 Letter to Joseph Piazza, dated March 27, 1998.
4 Press Release issued by the Reporting Person on March 24,
1998.
5 Press Release issued by the Reporting Person on March 25,
1998.
Cede & Co.
c/o The Depository Trust Company
55 Water Street
New York, New York 10041
March 25, 1998
VIA TELECOPY VIA TELECOPY
AND FEDERAL EXPRESS AND FEDERAL EXPRESS
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Global Motorsport Group, Inc. Global Motorsport Group, Inc.
16100 Jacqueline Court c/o The Corporation Trust Company
Morgan Hill, California 95037 1209 Orange Street
Wilmington, Delaware 19801
Attn: Corporate Secretary
RE: Demand to Inspect Books and Records
-----------------------------------
Dear Sir or Madam:
Cede & Co., the nominee of the Depository Trust Company ("DTC"), is a
holder of record of shares of common stock of Global Motorsport Group, Inc.,
(the "Company"). DTC is informed by Merrill Lynch ("Participant"), that on the
date hereof 345,100 shares of common stock of the Company credited to
Participant's DTC account are beneficially owned by Golden Cycle, LLC ("Golden
Cycle"), a customer of Participant.
At the request of Participant and Golden Cycle, Cede & Co., as holder of
record of 345,100 shares of common stock of the Company for the benefit of
Golden Cycle, hereby demands, pursuant to Section 220 of the Delaware General
Corporation Law and the common law of the State of Delaware, the right to
inspect and copy the following books and records of the Company and to make
copies or extracts therefrom:
1. A complete record of holders of the Company's stock (the "Shares"),
including, but not limited to:
A. A record or list of the holders of the Shares
certified by the Company's transfer agent(s) and registrar(s),
showing the name and address of each stockholder and the
number of Shares registered in the name of each such
stockholder, as of the most recent date available;
B. An electronically recorded list of the holders of
the Shares as of the most recent date available, showing the
name, address and number of Shares held by each stockholder,
such computer processing data and instructions as are
<PAGE>
necessary to make use of such data, and a printout of such
data for verification purposes;
C. All information in the Company's possession, or
which can reasonably be obtained from nominees of any central
certificate depository system, concerning the identity and
holdings of brokerage and financial institutions holding
Shares through depositaries or nominees, such as Cede & Co.
and any other or similar nominees, for the accounts of
customers or otherwise;
D. A stop list or stop lists relating to any Shares
and any additions or deletions thereto, from the date of the
list referred to in paragraph 1(A) above;
2. All employment agreements to which the Company is a party that are
currently in force;
3. Documents sufficient to show all business relationships with, or
payments to, any member of the Company's Board of Directors during the past
three years, or with or to any affiliate of any Board member;
4. Documents sufficient to show the reasons for the termination of
Ignatius Panzica as President and CEO of the Company and to show the amount
of and reasons for the pre-tax charge to earnings to establish a provision
for potential benefits related to Mr. Panzica's employment agreement;
5. All documents considered or reviewed by the Company or its advisors
in deciding to acquire Chrome Specialities, Inc;
6. All documents relating to any proposal or offer to acquire or to
sell the Company, its stock or more than 50% of the assets of the Company
(determined by value or by revenue production); and
7. Any valuations, projections or business plans relating to the
Company, its stock or its assets.
Cede & Co., has been advised by Participant that Golden Cycle will bear the
reasonable costs incurred by the Company including those of its transfer
agent(s) or registrar(s) in connection with the production of the information
demanded.
Cede & Co. has been advised that the purposes of this demand are to enable
Golden Cycle: (a) to evaluate the current direction of the Company and its
management; (b) to ascertain the value of its shares of Company common stock;
(c) to determine whether to sell its shares of common stock or to acquire
additional shares of common stock; and (d) to communicate with other holders of
shares of common stock regarding matters relevant to stockholders, including
communicating with respect to each of these matters.
<PAGE>
Cede & Co. hereby designates and authorizes Wolf, Block, Schorr &
Solis-Cohen LLP ("Wolf Block") and other persons designated by Wolf Block to
conduct the inspection and copying herein requested. It is requested that the
information identified above be made available to the designated parties on or
prior to Wednesday, April 1, 1998.
Please immediately advise Mr. David J. Margules, Esq., Wolf, Block, Schorr
& Solis-Cohen LLP, 920 King Street, Suite 300, Wilmington, Delaware 19801, (302)
777-0300, as to when and where the items demanded above will be available.
While Cede & Co. is furnishing this demand as the stockholder of record, it
does so at the request of Participant and only as a nominal party for the true
party of interest, Golden Cycle. Cede & Co. will take those steps which are
necessary to ensure that Golden Cycle is not denied its rights as the beneficial
owner of 345,100 shares of common stock of the Company, and Cede & Co. assumes
no further responsibility in this matter.
Very truly yours,
Cede & Co.
GOLDEN CYCLE, LLC
4025 Crooked Hill Road
Harrisburg, Pennsylvania 17110
March 27, 1998
Mr. Joseph Piazza
President and Chief Executive Officer
Global Motorsport Group, Inc.
16100 Jacqueline Court
Morgan Hill, California 95037
Dear Mr. Piazza:
I am extremely disappointed that you have not returned my calls or
responded to my letter of March 23. As the company's largest shareholder, I
believe it is reasonable to expect a response to my requests for a meeting.
It is our belief that the only way to enhance shareholder value would be to
commence a dialogue as expeditiously as possible. Golden Cycle's financial and
legal advisors are available to meet with you and your advisors immediately. We
believe that our proposed acquisition can be effected on a mutually beneficial
basis, and we are anxious, as you must be, to avoid the unnecessary disruption
and expense which so frequently are associated with a contest for corporate
control. I would hope that you would be interested in affording Golden Cycle an
opportunity to negotiate all aspects of our offer, which I reiterate our
willingness to do.
In order to enable Golden Cycle to make the best possible proposal to your
shareholders, which is our goal, I believe it is essential that Golden Cycle be
provided with all non-public information concerning Global Motorsport Group
which is given to third parties considering an acquisition of the company or
used by your financial advisors in developing strategic alternatives for
maximizing value for your shareholders.
In connection with our request for information, we are prepared to enter
into a customary confidentiality agreement with respect to the confidential
information supplied to us.
I will telephone you on Monday morning to arrange a meeting with you to
discuss these matters further. In the alternative, you should feel free to call
Roger Grass at any time prior to Monday.
Very truly yours,
/s/ Alex Grass
Innisfree
M&A Incorporated
NEWS RELEASE FOR IMMEDIATE RELEASE
For further information, call:
Alan Miller
Innisfree M&A Incorporated
(212) 750-5831
ALEX GRASS AND ROGER GRASS BID FOR
GLOBAL MOTORSPORT GROUP, INC.
WYNNEWOOD, PA, March 24, 1998 -- Golden Cycle, LLC, announced yesterday that its
co-founder Alex Grass had delivered a letter to Global Motorsport Group, Inc.
(NASDAQ: CSTM) advising it of Golden Cycle's interest in acquiring Global
Motorsport Group for a cash purchase price of $18 per share. The text of Mr.
Grass' letter, addressed to Joseph Piazza, President and Chief Executive Officer
of Global Motorsport Group, is as follows:
"Golden Cycle, LLC is prepared to acquire Global Motorsport Group, Inc. for
a cash purchase price of $18 per share. Based upon our review of publicly
available information, we believe the $18 price is a full and fair one. Our
offer is subject to negotiation of a definitive merger agreement which would
contain customary terms and conditions. Our financial advisor, Jefferies &
Company, Inc., has advised us that they are highly confident in their ability to
arrange the financing for our cash acquisition of the company. We would very
much appreciate the opportunity to negotiate all terms of a transaction,
including the price, with you and your Board of Directors.
Wholly apart from our willingness to negotiate all aspects of a possible
offer based on what we know about Global Motorsport Group today, we also
recognize that there may be values inherent in the company which we are unable
to perceive without access to nonpublic information and the assistance of you
and your management team. Accordingly, we would request that any pertinent
information which is available to your management or is made available to your
investment bankers or third parties for the purpose of evaluating or pursuing
alternative transactions be made available to us as well, so that any offer and
its terms may be formulated with the full benefit of a level and illuminated
playing field. We would naturally agree to execute a customary confidentiality
agreement with respect to the confidential information supplied to us.
(MORE)
501 Madison Avenue, 20th Floor, New York, NY 10022
212-750-5833 (Tel) 212-750-5799 (fax)
<PAGE>
Innisfree
M&A Incorporated
While we are committed to working with you and your Board of Directors and
pursuing a negotiated transaction, we also believe that if you and your Board of
Directors do not wish to proceed with negotiations or to provide us with an
opportunity to conduct due diligence so that we can determine if there is
greater value in the company, we will consider attempting to seek control of the
Board of Directors through a consent solicitation which would elect directors
committed to selling the company for the highest price reasonably available. In
view of the possibility that the Board might seek to erect non-economic
obstacles or impediments which prevent stockholders from having a fair
opportunity to consider and respond to any offer we might make, we will be
filing preliminary proxy materials with the Securities and Exchange Commission
with respect to such a consent solicitation. We certainly hope that, consistent
with its fiduciary responsibilities, the Board will not take such actions which
would require us to pursue the proxy contest.
We are filing a statement on Schedule 13D with the Securities and Exchange
Commission today announcing our acquisition of approximately 10.4% of the
outstanding Global Motorsport Group's shares.
We and our advisors are prepared to meet promptly with the company's
directors, management and advisors (or designated representatives) at their
convenience in order to negotiate a mutually desirable and beneficial
transaction.
We look forward to hearing from you at your earliest convenience."
Golden Cycle LLC was formed by Alex Grass and Roger Grass. Alex Grass, who
founded Rite Aid Corporation and was Chairman of the Board, President and Chief
Executive Officer until March 1995, now serves as a director and Chairman of
Rite Aid's Executive Committee. Alex Grass is also a director of Hasbro, Inc.
and the father of Roger Grass. Roger Grass is Chairman of the Board of Directors
of Biker's Depot, Inc., a company engaged in the sale of aftermarket parts and
accessories for Harley-Davidson motorcycles.
# # #
Innisfree
M&A Incorporated
NEWS RELEASE FOR IMMEDIATE RELEASE
For further information, call:
Alan Miller
Innisfree M&A Incorporated
(212) 750-5831
GOLDEN CYCLE FILES TO REMOVE AND REPLACE
GLOBAL MOTORSPORT GROUP'S BOARD.
WYNNEWOOD, PA, March 25, 1998 - Golden Cycle, LLC, announced today that it has
filed preliminary consent solicitation materials with the Securities and
Exchange Commission in connection with its proposed acquisition of Global
Motorsport Group, Inc. (NASDAQ: CSTM). Golden Cycle also sent a letter to the
company demanding the right, under Delaware law, to inspect certain books and
records of the company.
Alex Grass, co-founder of Golden Cycle, stated today:
"Joseph Piazza, President and Chief Executive Officer of Global Motorsport
Group has failed to respond to my attempts to initiate discussions with the
company regarding a sale. Global Motorsport Group's apparent refusal to
enter into negotiations aimed at maximizing shareholder value leaves us no
alternative but to proceed with a consent solicitation to replace the
entire Board of Directors with nominees committed to selling the company at
the highest available price."
On Monday, March 23rd, Golden Cycle delivered a letter to Mr. Piazza advising
him of Golden Cycle's interest in acquiring the company for a cash purchase
price of $18 per share. Golden Cycle also filed Monday with the SEC announcing
its acquisition of approximately 10.4% of the outstanding Global Motorsport
Group's shares.
Golden Cycle LLC was formed by Alex Grass and Roger Grass. Alex Grass, who
founded Rite Aid Corporation and was Chairman of the Board, President and Chief
Executive Officer until March 1995, now serves as a director and Chairman of
Rite Aid's Executive Committee. Alex Grass is also a director of Hasbro, Inc.
and the father of Roger Grass. Roger Grass is Chairman of the Board of Directors
of Biker's Depot, Inc., a company engaged in the sale of aftermarket parts and
accessories for Harley-Davidson motorcycles.
# # #
501 Madison Avenue, 20th Floor, New York, NY 10022
212-750-5833 (tel) 212-750-5799 (fax)
