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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
(FINAL AMENDMENT)
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 Amendment No. 3, the final amendment, amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the "SEC") on November 16, 1998, (as
amended or supplemented, 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 December 15, 1998, the Company and Stonington Partners, Inc. issued
the press release attached hereto as Exhibit 7.
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ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
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.+
6 Press Release, dated December 10, 1998, issued by the Company.+
7 Press Release, dated December 15, 1998, issued by the Company and
Stonington Partners, Inc.++
</TABLE>
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* Included in Schedule 14D-9 mailed to stockholders.
+ Previously filed.
++ Filed herewith.
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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.
By: /s/ Joseph F. Keenan
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Joseph F. Keenan
Chairman of the Board
Dated: December 15, 1998
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
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.+
6 Press Release, dated December 10, 1998, issued by the Company.+
7 Press Release, dated December 15, 1998, issued by the Company
and Stonington Partners, Inc.++
</TABLE>
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* Included in Schedule 14D-9 mailed to stockholders.
+ Previously filed.
++ Filed herewith.
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[STONINGTON PARTNERS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE
CONTACT:
DANIEL BURCH OR GRACE PROTOS
MACKENZIE PARTNERS, INC.
(212) 929-5748 / (212) 929-5802
STONINGTON PARTNERS ACQUIRES APPROXIMATELY 92% OF GLOBAL MOTORSPORT SHARES IN
TENDER OFFER
NEW YORK, NEW YORK and MORGAN HILL, CALIFORNIA - December 15, 1998 -
Stonington Partners today announced that GMG Acquisition Corp., an entity
controlled by Stonington, completed its $19.50 per share cash tender offer
for all of the outstanding shares of common stock, and the associated
preferred share purchase rights, of Global Motorsport Group, Inc.
According to the depositary's preliminary report, 4,766,143 shares were
tendered and not withdrawn (including 541,140 shares tendered by means of
guaranteed delivery) as of the expiration of the tender offer, representing
approximately 92% of the outstanding Global Motorsport shares. The offer
expired at 12:00 midnight, New York City time, on Monday, December 14, 1998.
GMG Acquisition Corp. accepted for payment all shares validly tendered
according to the terms of the tender offer.
Stonington plans to proceed with the merger of GMG Acquisition Corp.
into Global Motorsport Group, pursuant to which each remaining outstanding
share of Global Motorsport Group will be converted into the right to receive
$19.50 in cash. GMG Acquisition Corp. has acquired sufficient shares so that
approval of the merger is assured.
Stonington Partners, Inc. is a private equity investment firm that
manages a $1 billion fund of institutional capital on behalf of public and
corporate pension funds, private endowments and other financial institutions.
The principals of Stonington Partners have been organizing investments of
this nature for over fifteen years, having closed an aggregate of 48
transactions with a total consideration of over $22 billion.
Global Motorsport Group was founded in 1970 and it is the parent
organization for an international group of motorcycle after market providers
that focus their business on Harley-Davidson motorcycles sold worldwide.
Global's organization includes Custom Chrome, the
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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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