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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 7
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 92614-8557
(714) 451-3800
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This Statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
on April 13, 1998, as amended (the "Schedule 14D-9"), relating to the offer by
Golden Cycle, LLC, a Pennsylvania limited liability, to purchase all of the
issued and outstanding shares of common stock, par value $.001 per share,
including associated Preferred Stock Purchase Rights (the "Shares"), of Global
Motorsport Group, Inc., a Delaware corporation (the "Company"), for an amount
equal to $18.00 per Share, net to the seller in cash, without interest.
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:
The Company issued the press release attached as Exhibit 8(a)(5) on June
29, 1998.
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ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
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4(a)(1) Letter to Stockholders, dated April 13, 1998, from the Company's
Board of Directors.*
4(a)(2) Press release, dated April 13, 1998, issued by the Company.*
7(b)(1) Press release, dated May 22, 1998, issued by the Company.+
8(a)(1) Company materials.*
8(a)(2) Press release, dated April 21, 1998, issued by the Company.*
8(a)(3) Press release, dated May 20, 1998, issued by the Company.*
8(a)(4) Press release, dated May 21, 1998, issued by the Company.*
8(a)(5) Press release, dated June 29, 1998, issued by the Company.+
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* 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.
GLOBAL MOTORSPORT GROUP, INC.
/s/ Joseph Piazza
By: _________________________________
Joseph Piazza
President and Chief Executive
Officer
Dated: June 29, 1998
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EXHIBIT LIST
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4(a)(1) Letter to Stockholders, dated April 13, 1998, from the Company's
Board of Directors.*
4(a)(2) Press release, dated April 13, 1998, issued by the Company.*
7(b)(1) Press release, dated May 22, 1998, issued by the Company.+
8(a)(1) Company materials.*
8(a)(2) Press release, dated April 21, 1998, issued by the Company.*
8(a)(3) Press release, dated May 20, 1998, issued by the Company.*
8(a)(4) Press release, dated May 21, 1998, issued by the Company.*
8(a)(5) Press release, dated June 29, 1998, issued by the Company.+
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* Previously filed.
+ Filed herewith.
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EXHIBIT 8(A)(5)
CONTACTS:
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JAMES J. KELLY
(408) 778-2271
OR
DANIEL BURCH OR GRACE PROTOS
MACKENZIE PARTNERS, INC.
(212) 929-5748 / (212) 929-5802
FOR IMMEDIATE RELEASE:
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GLOBAL MOTORSPORT GROUP ENTERS INTO DEFINITIVE
MERGER AGREEMENT WITH FREMONT;
$21.75 SELF TENDER OFFER FOR APPROXIMATELY 94% OF COMMON SHARES
TO BEGIN BY JULY 13
Morgan Hill, CA - June 29, 1998 - Global Motorsport Group, Inc. (formerly Custom
Chrome, Inc.) (NASDAQ:CSTM) announced today that it has entered into a
definitive merger agreement whereby Global will be acquired by an entity
controlled by Fremont Partners.
The transaction will take the form of a self tender offer by Global for
approximately 94% of its publicly held shares at $21.75 in cash net per share
and a simultaneous purchase of 2,666,667 newly issued Global shares by Fremont
at a price of $21.75 per share. In the event that more than approximately 94%
of the publicly held shares are tendered, shares will be purchased on a prorated
basis and stockholders will retain an equity interest in Global equal to the
number of shares not purchased as a result of such proration. The tender offer
is being made for approximately 94% of the publicly held shares in order to
obtain the desired accounting treatment. If fewer than approximately 90%, but
greater than 51% of the publicly held shares are tendered, the offer will be
followed by a merger in which the remaining shares will receive a combination of
cash and stock (based on a purchase price of $21.75 per share) adjusted so that
following the completion of the offer and the merger the Company's existing
stockholders will continue to own approximately 6% of the shares currently
outstanding. The tender offer is subject to customary terms and conditions,
including at least 51% of the shares being tendered and the obtaining of
sufficient financing by Fremont. The Company intends to commence the tender
offer within 10 business days.
Certain members of Global's management and the Board have agreed to retain
and not tender a portion of the shares of stock personally owned by them or
acquirable upon exercise of outstanding options. These shares represent
approximately 1.6% of the shares outstanding. All other shares owned by
management and the Board will be tendered in the offer.
Global's Board has unanimously recommended that stockholders accept the
offer and tender their shares and has received a fairness opinion from Global's
financial advisor, Cleary Gull Reiland & McDevitt, Inc.
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Global Motorsport Group, Inc. / Fremont Partners L.P.
June 29, 1998
Mark Williamson of Fremont stated, "We are satisfied with the completion of
our due diligence and are happy we were able to reach an agreement at $21.75 per
share. We look forward to working with management of the Company to close
successfully the transaction."
Joseph F. Keenan, Chairman of the Board, stated, "I am very pleased with
this agreement, which I believe is in the best interest of all of our
stockholders. Our association with Fremont Partners will also allow the Company
to expand on its position as the number one supplier of Harley-Davidson
aftermarket parts."
Fremont Partners L.P., and certain affiliated entities (collectively
"Fremont"), is a private equity fund headquartered in San Francisco with
committed capital of $605 million. Fremont is part the Fremont Group, a private
investment company with over $9 billion of assets under management. Among the
companies where Fremont and its affiliates have had significant roles are: Crown
Pacific Partners, L.P. (timber and forest products; NYSE: CRO); Coldwell Banker
Corporation (residential real estate services); Kerr Group, Inc. (specialty
plastic closures); Kinetic Concepts, Inc. (international healthcare services and
medical devices); and Sun Coast Industries, Inc. (specialty plastic closures).
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 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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