SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant X
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Check the appropriate box:
Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as
- ----- permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
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X Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule
- ----- 14a-12
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
Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required
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Fee computed on table below per Exchange Act Rules
- ----- 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11: (Set
forth the amount on which the filing fee is calculated and state
how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials.
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---- Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2)and identify the filing
for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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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."
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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.
