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. 2)
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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)
April 2, 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 [ ].
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CUSIP No. 378937106 13D- Page 2
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1 NAME OF REPORTING PERSON: Golden Cycle, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only): 23-294-3669
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: WC, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania
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NUMBER OF
SHARES 7 SOLE VOTING POWER: 528,100
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER: Not applicable
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER: 528,100
PERSON -----------------------------------------------------
10 SHARED DISPOSITIVE POWER: Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
528,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 10.4%
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14 TYPE OF REPORTING PERSON: OO
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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 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On April 2, 1998, the Reporting Person sent a letter to Mr. Joseph F.
Keenan, Chairman of the Board of the Company, responding to Mr. Keenan's March
31, 1998 letter. A copy of the letter sent by the Reporting Person is attached
hereto as Exhibit 6.
On April 2, 1998, the Reporting Person commenced litigation against the
Company in the Court of Chancery of the State of Delaware seeking an order
compelling the Company to produce all documents requested by the demand dated
March 25, 1998. A copy of the complaint is attached hereto as Exhibit 7.
Item 7. Material to Be Filed as Exhibits.
Item 7 is hereby amended to add the following:
6. Letter to Joseph F. Keenan, dated April 2, 1998.
7. Complaint filed by the Reporting Person on April 2,
1998 in the Court of Chancery of the State of
Delaware.
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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: April 2, 1998
GOLDEN CYCLE, LLC
By: /s/ Roger L. Grass
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Vice President and Treasurer
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EXHIBIT INDEX
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Exhibit No. Description
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6 Letter to Joseph F. Keenan, dated April 2, 1998.
7 Complaint filed by the Reporting Person on April 2, 1998 in the Court
of Chancery of the State of Delaware.
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Exhibit 6
GOLDEN CYCLE, LLC
4025 Crooked Hill Road
Harrisburg, Pennsylvania 17110
April 2, 1998
Mr. Joseph F. Keenan
Chairman of the Board
Global Motorsport Group, Inc.
16100 Jacqueline Court
Morgan Hill, California 95037
Dear Mr. Keenan:
I write with regard to your letter dated March 31 which is the only
direct response to our requests to meet with your Board and management to
discuss our interest in acquiring the balance of Global Motorsport Group's
common shares. I do not understand your questioning of the seriousness of our
proposal. In that regard I would remind you that we are Global's largest
shareholder and have already invested $7.1 million in the company.
If you truly question our seriousness, I suggest you meet with us to
discuss our proposal. I am confident such a discussion will help you understand
that we have both the capacity and the desire to acquire Global at a full and
fair price. We have suggested what we believe to be such a price based on the
information available to us. We remain ready to consider your view on value and
hope you will provide us promptly with that information.
Despite the aggressive tone of your letter, there are things in it I
find encouraging. First, your criticism of our decision not to seek a meeting
before we sent our written proposal suggests a recognition on your part that
immediate and serious discussions are in the best interests of stockholders. I
hope that if you somehow feel insulted by the method we chose to communicate our
interest, such personal feeling will not impede the Board in complying with its
obligations to the stockholders.
Second, your representation that all potential bidders will be given
equal access to information suggests a recognition that the stockholders'
interests are served by a level playing field. The Board can establish and
maintain such a level playing field by eliminating all impediments to a full and
fair offer.
Third, your retention of Cleary Gull suggests very little time will be
necessary for your Board to recognize the fairness of our $18 cash offer. As you
presumably know, Cleary Gull assisted us in our recent purchases of more than
3.6% of Global's outstanding shares at prices significantly less than $18 and
offered to sell us restricted shares representing an additional 3.3% of the
total outstanding shares at the lower price.
<PAGE>
Let me reiterate that we and our advisors are prepared to meet promptly
at your earliest convenience in order to negotiate a mutually desirable and
beneficial transaction.
Very truly yours,
/s/ Alex Grass
<PAGE>
Exhibit 7
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GOLDEN CYCLE, LLC, )
)
Petitioner, )
)
and CEDE & CO., )
)
Nominal Petitioner, )
)
v. )
) C.A. No. ________
)
GLOBAL MOTORSPORT GROUP, INC. )
)
Respondent. )
PETITION UNDER 8 DEL. C. ss.220
Petitioner Golden Cycle, LLC, and nominal Petitioner Cede & Co.
("Cede"), by and through their undersigned counsel, for their petition allege as
follows:
1. Petitioner and Cede bring this action pursuant to Section 220 of the
Delaware General Corporation Law for an order compelling Respondent Global
Motorsport Group, Inc. to produce for inspection and copying all documents
requested for inspect by demand dated March 25, 1998.
The Parties
2. Petitioner is the beneficial owner of 528,700 shares of common
stock, $0.001 par value (the "Shares"), of the Company. The Common Stock
represents over ten percent of the Company's issued and outstanding capital
stock.
3. Cede is the record owner of most of the Shares, which it holds for
the benefit of Petitioner.
4. Respondent is a Delaware corporation. It's registered agent for
service of process in Delaware is The Corporation Trust Company, 1209 Orange
Street, Wilmington, Delaware 19801.
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The Demand
5. On March 25, 1998, Cede executed a written demand under oath on
behalf of Petitioner (the "Demand Letter"), which was delivered to Respondent at
its principal place of business and its registered agent on the same day. The
Demand Letter demanded the right, pursuant to Section 220 of the Delaware
General Corporation Law, 8 Del. C., ss.220 ("Section 220"), to inspect and make
copies and extracts from documents in the possession of Respondent. A true and
correct copy of the Demand Letter is attached as Exhibit A.
6. The Demand Letter set forth Petitioner's purposes in seeking to
inspect Global's books and records. These purposes included:
a. to evaluate the current direction of Respondent and its
management;
b. to ascertain the value of the Shares;
c. to determine whether to sell or hold its Shares or whether to
acquire additional Global stock; and
d. to communicate with other holders of Global stock regarding
matters relevant to stockholders.
These purposes are reasonable related to Petitioner's interests as a beneficial
holder of over ten percent of Respondent's capital stock.
7. Petitioner and Cede have complied with all of the provisions of
Section 220 with respect to the form and manner of making a demand for
inspection and copying of the demanded materials.
8. In a letter dated April 1, 1998, Respondent's counsel stated
Respondent "is unable to make a determination as to what information
[Petitioners] request ... and for what purpose." Respondent's counsel also
contended the purposes for the inspection are "inconsistent with other
statements by Global Cycle." The April 1 letter is attached as Exhibit B.
9. The April 1 letter constitutes a refusal to permit the requested
inspection.
10. By reason of the foregoing, Petitioner and Cede are entitled,
pursuant to Section 220, to inspect and make copies of the demanded materials.
WHEREFORE, Petitioner and Cede pray that this Court, pursuant to
Section 220:
a. Summarily order Respondent to permit Petitioner and Cede and their
designated agents to inspect and copy all of the demanded materials, or,
alternatively, order Respondent immediately to furnish Petitioner and Cede with
copies of all the demanded materials;
b. Summarily order Respondent to provide Petitioner and Cede with
updated demanded materials as they become available; and
<PAGE>
c. Grant such other relief, including reasonable attorneys' fees and
costs, as the Court may deem just and proper.
WOLF, BLOCK, SCHORR & SOLIS-COHEN LLP
BY:________________________________________
David J. Margules
Todd C. Schiltz
One Rodney Square
920 King Street, Suite 300
Wilmington, DE 19801
(302) 777-5860
DATE: April 2, 1998
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