SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
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(Amendment No. )
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Global Motorsport Group, Inc.
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(Name of Registrant as Specified in Its Charter)
Golden Cycle, LLC
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(Name of Person(s) Filing Proxy
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GOLDEN CYCLE, LLC
4025 Crooked Hill Road
Harrisburg, Pennsylvania 17110
November 25, 1998
Mr. Joseph F. Keenan
Chairman of the Board
Global Motorsport Group, Inc.
16100 Jacqueline Court
Morgan Hill, California 95037
Dear Mr. Keenan:
I have read with interest, but with no surprise, the
Schedule 14D-9 amendment filed by Global Motorsport Group, Inc.
with the SEC yesterday, which concludes that a fully financed
offer of $20 per share for 99% of Global's outstanding shares is
not superior to an offer of $19.50 per share which remains
subject, more than two weeks after a definitive agreement was
signed, to a financing contingency and numerous other conditions.
Such a conclusion defies logic and makes it absolutely clear that
the Board of Global has no intention of exploring a transaction
which would maximize stockholder value.
With respect to the Board's justifications for its
decision not to negotiate with Cycle or provide Cycle with
information, I would note the following:
- Even if the stub component of the Cycle proposal
were zero, stockholders would receive higher value
from the Cycle proposal than the Stonington offer.
In addition, the stub would have significant value
-- indeed, it seems clear that the stub component
of our proposal would have considerably more value
per share than the stub component of the far more
highly leveraged Fremont transaction, which Cleary
Gull presumably valued at between $14.00 and $22.33
per share. In addition, it is incredible that
eight months after we proposed to acquire the
company for $18 per share, you should suddenly have
such concern for the time value of money. To the
extent you actually have any such concern, I can
assure you that Cycle is prepared to conduct due
diligence in a prompt and expeditious manner and to
negotiate quickly a merger agreement with you,
based upon the agreements you have already signed
with Fremont and Stonington, but without the
onerous lockups. Accordingly, the transaction with
Cycle could be consummated well before the time
value of money became a relevant consideration in
comparing the value of the two bids.
- Your concern over the financial viability of Alex
and Roger Grass is disingenuous at best,
contradicts the statements of your financial
advisors and has absolutely no substance. As you
are no doubt aware, the holdings of Mr. Alex<PAGE>
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Grass in Rite Aid common stock alone have a market
value well in excess of the commitments which the
director's question his ability to finance.
- As early as March 23, 1998 we stated that we were
willing to negotiate all terms of a transaction,
including price, with the Board provided that we
were given access to any pertinent information in
order to be able to formulate a bid. Global
consistently refused to provide us with such access
on reasonable terms. On September 28, after the
Fremont transaction was aborted, Mr. Keenan
publicly announced that Cycle would be permitted to
conduct due diligence upon executing a
confidentiality agreement containing no standstill
provisions. Despite Mr. Keenan's assurances, it
was not until October 5 that Cycle was offered a
confidentiality agreement without standstill
provisions. Even then, Cycle was advised that it
would have to abide by conditions to which other
bidders had not been subject before it could speak
to management and otherwise conduct meaningful due
diligence. Based upon Global's consistent pattern
of denying Cycle a level playing field, Cycle was
not willing to sign a confidentiality agreement
which contained restrictive covenants without some
assurance that it would be permitted to conduct
meaningful due diligence. In an October 29 press
release, Global again stated that its offer for
Cycle to proceed with signing of a confidentiality
agreement and due diligence on the same terms as
earlier set forth remained open. In view of the
fact that Global was subject to an exclusivity
agreement with Stonington at the time of that
announcement, it seems clear that Global had no
intention at any time of permitting Cycle to
conduct meaningful due diligence. Further, the
attempt by the directors to hide behind the refusal
of Stonington to waive applicable provisions of the
merger agreement is simply one more demonstration
of the manner in which the directors breached their
fiduciary duties to stockholders by agreeing to
terms which precluded further acquisition
proposals.
- As you know, Cycle believes that the lockups which
Global gave to Stonington were a violation of law
and are unenforceable. Cycle is not prepared to
pay $20 per share if an additional 77[cents] per share
must be paid to Stonington in the form of break-up
fees. For that reason, Cycle has filed an action
in the Delaware Chancery Court seeking to enjoin
any payment of the break-up fees.
- If the mere repetition of absurdities only made
them true, the Board's final justification for
refusing to negotiate with Cycle would have some
credibility. Unfortunately for Global's directors,
your stockholders will not be fooled by such
tactics. Your financial advisors, Stonington,
Fremont and every other person who has looked at
the company has concluded that $20 per share is a
full and fair price. Indeed, Stonington's tender
offer document states that it will cause Global<PAGE>
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to argue in appraisal hearings in court that the
fair value of the company is less than $19.50 per
share. In view of those facts, the suggestion that
a 77[cents] per share lockup will not deter a bona fide
acquisition proposal is beyond belief.
I would suggest that your 14D-9 omitted to state the
true reason that the Board unanimously resolved to reject Cycle's
offer and to refuse to pursue discussions with, or provide
information to, Cycle that is, the Board has concluded that the
company is for sale to anyone but Golden Cycle.
Very truly yours,
/s/ Roger Grass
