SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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(Amendment No. 11)
SCHEDULE 14D-1/A
Tender Offer Statement
Pursuant to Section 14(d)(1)of the Securities Exchange Act of 1934
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GLOBAL MOTORSPORT GROUP, INC.
(Name of Subject Company)
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GOLDEN CYCLE, LLC
ALEXANDER GRASS
ROGER GRASS
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(Bidders)
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
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378937106
(CUSIP Number of Class of Securities)
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ROGER GRASS
GOLDEN CYCLE, LLC
ONE WYNNEWOOD ROAD, SUITE 100
WYNNEWOOD, PA 19096
(610) 642-8600
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidder)
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COPY TO:
HERBERT HENRYSON II, ESQ.
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
111 SOUTH 15TH STREET
PHILADELPHIA, PA 19102
(215) 977-2000
<PAGE>
This Amendment No. 11 amends and supplements the Tender Offer Statement on
Schedule 14D-1 dated April 7, 1998 filed by Golden Cycle, LLC, a Pennsylvania
limited liability company, to purchase all outstanding shares of Common Stock,
par value $0.001 per share (the "Shares"), of Global Motorsport Group, Inc., a
Delaware corporation (the "Company"), including the associated Preferred Share
Purchase Rights (the "Rights") issued pursuant to the Rights Agreement dated as
of November 13, 1996 between the Company and American Stock Transfer and Trust
Company, as Rights Agent, at $18.00 per Share and associated Right, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated April 7, 1998 and the related Letter of Transmittal.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11(a) is hereby amended by adding the following:
(a)(19) Press Release, issued by the Purchaser, dated October 30, 1998.
<PAGE>
SIGNATURE
After due 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.
Dated: October 30, 1998
GOLDEN CYCLE, LLC
By: /s/ Roger Grass
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Name: Roger Grass
Title: Vice President
/s/ Alexander Grass
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Alexander Grass
/s/ Roger Grass
-----------------------------------
Roger Grass
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------- -------
(a)(1) Offer to Purchase, dated April 7, 1998.
(2) Letter of Transmittal with respect to the Shares and Rights.
(3) Letter, dated April 7, 1998, from Jefferies & Company, Inc.
to brokers, dealers, banks, trust companies and nominees.
(4) Letter to be sent by brokers, dealers, banks, trust companies and
nominees to their clients.
(5) Notice of Guaranteed Delivery.
(6) IRS Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(7) Press Release, dated April 6, 1998.
(8) Form of summary advertisement, dated April 7, 1998.
(9) Letter dated April 14, 1998 from Alexander Grass to
Mr. Joseph F. Keenan
(10) Press Release, issued by the Purchaser, dated April 17, 1998
(11) Press Release, issued by the Purchaser, dated May 4, 1998
(12) Press Release, issued by the Purchaser, dated May 27, 1998
(13) Press Release, issued by the Purchaser, dated June 30, 1998
(14) Press Release, issued by the Purchaser, dated July 24, 1998
(15) Press Release, issued by the Purchaser, dated August 10, 1998
(16) Press Release, issued by the Purchaser, dated September 30, 1998
(17) Press Release, issued by the Purchaser, dated October 27, 1998
(18) Preliminary Proxy Materials of the Purchaser, filed with the
Securities and Exchange Commission on October 27, 1998.
*(19) Press Release, issued by the Purchaser, dated October 30, 1998
(b) None.
<PAGE>
(c) Letter agreement, dated March 6, 1998, between Jefferies & Company, Inc.
and the Purchaser.
(d) None.
(e) Not Applicable.
(f) None.
(g) Complaint filed by the Purchaser on April 2, 1998 in the Court of Chancery
of the State of Delaware.
(h) Complaint filed by the Purchaser on April 6, 1998 in the United States
District Court in and for the District of Delaware.
(i) Complaint filed by the Purchaser on April 7, 1998 in the Court of Chancery
of the State of Delaware.
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* Filed herewith.
Exhibit (a)(19)
FOR IMMEDIATE RELEASE
For further information, call:
Alan Miller
Innisfree M & A Incorporated
(212) 750-5831
GOLDEN CYCLE RESPONDS TO
POSSIBLE GLOBAL MOTORSPORT RECAP
WYNNEWOOD, PA, October 30, 1998 -- Golden Cycle, LLC, dismissed yesterday's
announcement that Global Motorsport Group, Inc. (NASDAQ:CSTM) is continuing to
explore value-maximizing transactions. "Golden Cycle's fully funded, $19 cash
per share offer for substantially all the shares is and remains the only
transaction available to shareholders," said Golden Cycle Vice President Roger
Grass.
Mr. Grass noted the Company's recapitalization is a speculative proposal.
"The Company says Bank of America 'has committed to arrange' a credit facility
- -- not that it has agreed to underwrite or participate in a facility. The
facility terms are unstated, and would be used, in part, to finance the
acquisition of an unspecified number of shares at an undisclosed price," he
said. "Shareholders understand we have a firm commitment from NationsBank to
provide us with an $80 million senior credit facility and Global has nothing
more than a proposal to try to raise money."
"On September 28, Global issued a press release saying it intended to
present its value maximizing transaction in thirty days," said Mr. Grass. "It
seems this unfunded, possible recapitalization plan is the best they could come
up with. It's hard to imagine shareholders believing that hope of an unfunded
and undefined recap is superior to our fully financed cash offer."
Mr. Grass also criticized Global's press release for mischaracterizing
discussions between Global and Golden Cycle. "The Company seems to have
forgotten that in a September 28 press conference Global Chairman Joseph Keenan
said we would be allowed to conduct due diligence after executing a
confidentiality agreement containing no standstill provisions. First they
demanded a standstill. When we insisted they live up to Mr. Keenan's commitment,
they withdrew the standstill demand but said we wouldn't get any meaningful due
diligence without first making a bid that the Board, in its sole discretion,
found acceptable. Given these conditions and the events of the preceding six
months, we determined it would not be fruitful to pursue further discussions
with the Board."
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Golden Cycle, LLC ("Golden Cycle") and certain other persons named below
may solicit the consent of shareholders (a) to remove the current members of the
Board of Directors of Global Motorsport Group, Inc. ("Global") and elect five
nominees (the "Nominees") as directors of Global pursuant to a shareholder
action by written consent (the "Consent Solicitation") and
<PAGE>
(b) in favor of three proposals to amend the By-laws of Global. The participants
in this solicitation may include the officers of Golden Cycle (Alex Grass and
Roger Grass), each of whom is a Nominee.
As of the date of this communication, Golden Cycle is the beneficial owner
of 528,100 shares of Common Stock, par value $0.001 per share, of Global. Other
than as set forth herein, as of the date of this communication, neither Golden
Cycle nor any of its members or other representatives or employees, any Nominees
or other persons known to Golden Cycle who may solicit proxies has any security
holdings in Global.
Golden Cycle has retained Jefferies & Company, Inc. ("Jefferies & Company")
to act as its financial advisor in connection with Golden Cycle's offer to
acquire Global and the 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.
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