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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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 4. THE SOLICITATION OR RECOMMENDATION
Subparagraph (b)(i) of Item 4 is hereby supplemented as follows: As a result
of the financial advice and analysis presented by Cleary Gull, the Board
concluded that the various valuation multiples found in the marketplace,
particularly when applied to the Company's estimated operating results for
fiscal 1999 and 2000, resulted in an implied valuation of the Company
significantly in excess of $18.00 per share;
Subparagraph (b)(iii) of Item 4 is hereby supplemented as follows: Such
information led the Board to conclude that implementation of one or more of
such potential alternative transactions would likely produce an implied Share
value in excess of $18.00.
The last paragraph in Item 4 is hereby supplemented as follows: The Board
found that each of the above factors supported its determination that the
Offer was inadequate.
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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.*
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* Previously filed.
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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: April 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.*
8(a)(1) Company materials.*
8(a)(2) Press release, dated April 21, 1998, issued by the Company.*
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* Previously filed.
