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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
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)(4) on May
21, 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.*
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.+
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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: May 21, 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.*
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.+
</TABLE>
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* Previously filed.
+ Filed herewith.
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EXHIBIT 8(A)(4)
NEWS RELEASE
MACKENZIE
PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NY 10010
212 929-5500
FAX 212 929-0308
CONTACTS:
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JAMES J. KELLY
(408) 778-2271
OR
GRACE PROTOS OR MARK HARNETT
MACKENZIE PARTNERS, INC.
(212) 929-5802 / (212) 929-5877
FOR IMMEDIATE RELEASE:
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DELAWARE COURT DENIES GOLDEN CYCLE MOTION FOR
INJUNCTION AGAINST GLOBAL MOTORSPORT GROUP
Morgan Hill, CA -- May 21, 1998 -- Global Motorsport Group, Inc. (formerly
Custom Chrome, Inc.) (NASDAQ:CSTM) announced today that Stephen P. Lamb, Vice
Chancellor of the Delaware Court of Chancery denied, in all respects, the motion
filed by Golden Cycle LLC seeking a preliminary injunction against Global. The
court specifically denied Golden Cycle's motion to require the Board to redeem
Global's stockholder rights plan and to exempt Golden Cycle's offer from
Delaware's Business Combination Statute.
Joseph Keenan, Chairman of Global's Board of Directors, said: "We are pleased
with the court's ruling, which clearly supports the Board's decision to actively
explore alternatives to Golden Cycle's inadequate $18 per share offer as a means
to maximize stockholder value."
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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