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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GLOBAL MOTORSPORT GROUP, INC.
(Name of Subject Company)
GMG ACQUISITION CORP.
STONINGTON ACQUISITION CORP.
STONINGTON CAPITAL APPRECIATION 1994 FUND, L.P.
STONINGTON PARTNERS, L.P.
STONINGTON PARTNERS, INC. II
STONINGTON PARTNERS, INC.
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(Bidders)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
378937106
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(CUSIP Number of Class of Securities)
ROBERT F. END
GMG ACQUISITION CORP.
C/O STONINGTON PARTNERS, INC.
767 FIFTH AVENUE
48TH FLOOR
NEW YORK, NY 10153
(212) 339-8500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
ANDREW R. BROWNSTEIN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
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<PAGE>
This Amendment No. 3 amends and supplements the Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and
Exchange Commission on November 16, 1998 by GMG Acquisition Corp. (the
"Purchaser"), a Delaware corporation and an indirect, wholly-owned subsidiary of
Stonington Acquisition Corp., a Delaware corporation ("Parent"), to purchase all
outstanding shares of Common Stock, par value $.001 per share (the "Shares"), of
Global Motorsport Group, Inc., a Delaware corporation (the "Company"), and 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 & Trust Company, as Rights Agent (as the same may be
amended, the "Rights Agreement"), at a purchase price of $19.50 per Share (and
associated Right), net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
November 16, 1998 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which together with the Offer to Purchase constitutes the "Offer").
Capitalized terms used and not defined herein shall have the meanings assigned
to them in the Offer to Purchase and the Schedule 14D-1.
ITEM 10 ADDITIONAL INFORMATION
Paragraph (e) of Item 10 is hereby amended and supplemented by adding thereto
the following:
On December 10, 1998, the Delaware Chancery Court denied Golden Cycle's
motion for preliminary injunctive relief that sought, among other
things, an injunction of the tender offer and merger and invalidation
of the termination fee and expense reimbursement provisions provided by
the merger agreement between Stonington and the Company.
Paragraph (e) of Item 10 is hereby further amended to incorporate by reference
the information set forth in the press release issued by Stonington Partners,
Inc. and the Company on December 10, 1998, filed as Exhibit (a)(9) to this
Amendment No. 3.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the following:
(a)(9) - Text of press release issued by Stonington Partners, Inc. and the
Company on December 10, 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: December 10, 1998
STONINGTON ACQUISITION CORP.
By: /s/ Robert F. End
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Name: Robert F. End
Title: President
GMG ACQUISITION CORP.
By: /s/ Robert F. End
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Name: Robert F. End
Title: President
STONINGTON CAPITAL APPRECIATION 1994
FUND, L.P.
By: Stonington Partners, L.P., its
general partner
By: Stonington Partners, Inc. II, its
general partner
By: /s/ Bradley J. Hoecker
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Name: Bradley J. Hoecker
Title: Partner
STONINGTON PARTNERS, L.P.
By: Stonington Partners, Inc. II, its
general partner
By: /s/ Bradley J. Hoecker
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Name: Bradley J. Hoecker
Title: Partner
STONINGTON PARTNERS, INC. II
By: /s/ Bradley J. Hoecker
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Name: Bradley J. Hoecker
Title: Partner
STONINGTON PARTNERS, INC.
By: /s/ Judith A. Witterschein
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Name: Judith A. Witterschein
Title: Vice President and Secretary
<PAGE>
EXHIBIT INDEX
(a)(1) -- Offer to Purchase, dated November 16, 1998.
(a)(2) -- Letter of Transmittal.
(a)(3) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Nominees.
(a)(4) -- Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
(a)(5) -- Notice of Guaranteed Delivery.
(a)(6) -- Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) -- Text of press release issued by the Company on November 9, 1998.
(a)(8) -- Form of Summary Advertisement dated November 16, 1998.
(a)(9)* -- Text of press release issued by Stonington Partners, Inc. and the
Company on December 10, 1998
(b)(1) -- Commitment Letter, dated as of November 8, 1998, from Bankers
Trust Company and NationsBank N.A.
(c)(1) -- Agreement and Plan of Merger, dated as of November 8, 1998, by
and among the Company, the Purchaser and Parent.
(c)(2) -- Exclusivity Agreement, dated as of October 15, 1998, between the
Company and Stonington Partners, Inc.
(c)(3) -- Confidentiality Agreement, dated as of April 24, 1998, between
the Company and Stonington Partners, Inc.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
* Filed herewith.
Exhibit (a)(9)
For Immediate Release
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Contact:
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DANIEL BURCH OR GRACE PROTOS
MACKENZIE PARTNERS, INC.
(212) 929-5748 / (212) 929-5802
NEW YORK, NY; MORGAN HILL, CA - December 10, 1998 - Global
Motorsport Group, Inc. today announced that the Delaware Chancery Court has
denied Golden Cycle's motion for preliminary injunctive relief seeking, among
other things, an injunction of the tender offer and merger and invalidation of
the termination fee and expense reimbursement provisions provided by the merger
agreement between Stonington and Global Motorsport Group, Inc. Pursuant to the
merger agreement, GMG Acquisition Corp., an entity controlled by Stonington,
commenced a tender offer on November 16, 1998 for all of the outstanding shares
of common stock of Global for $19.50 in cash net per share.
The pending tender offer by GMG Acquisition Corp. is scheduled
to expire at 12:00 midnight, New York City time on Monday, December 14, 1998.
Stonington announced that it intends to complete the tender offer at such time
and accept for payment all validly tendered and not properly withdrawn Global
shares, subject to the satisfaction or waiver of the conditions described in the
tender offer, including shares representing at least a majority of the total
outstanding shares of common stock of Global on a fully diluted basis being
validly tendered and not properly withdrawn.
Stonington Partners, Inc. is a private equity investment firm
that manages a $1 billion fund of institutional capital on behalf of public and
corporate pension funds, private endowments and other financial institutions.
The principals of Stonington Partners have been organizing investments of this
nature for over fifteen years, having closed an aggregate of 48 transactions
with total consideration of over $22 billion.
Global Motorsport Group was founded in 1970 and it is the
parent organization for an international group of motorcycle aftermarket
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.
