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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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
(949) 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
(the "SEC") on November 16, 1998, (as amended or supplemented, the "Schedule
14D-9"), relating to the cash tender offer described in the Tender Offer
Statement on Schedule 14D-1, dated November 16, 1998 (as amended or
supplemented, the "Schedule 14D-1"), filed by Stonington Acquisition Corp., a
Delaware corporation ("Parent"), and GMG Acquisition Corp., a Delaware
corporation and an indirect wholly-owned subsidiary of Parent, with the SEC,
relating to an offer to purchase all of the issued and outstanding shares of
common stock, par value $0.001 per share (the "Common Stock"), including the
associated rights to purchase shares of Common Stock issued pursuant to the
Rights Agreement between the Company and American Stock Transfer and Trust
Company, dated as of November 13, 1996 (the "Rights" and, together with the
Common Stock, the "Shares"), of the Company at a price of $19.50 per Share net
to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in Purchaser's Offer to Purchase, dated November 16, 1998,
and in the related Letter of Transmittal. 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:
On December 10, 1998, the Company issued the press release attached
hereto as Exhibit 6.
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ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1 Agreement and Plan of Merger, dated November 8, 1998, by and among
Stonington Acquisition Corp., GMG Acquisition Corp. and Global
Motorsport Group, Inc., including Conditions to the Offer.+
2 Opinion of Cleary Gull Reiland & McDevitt Inc., dated November 8,
1998. *+
3 Letter to Stockholders of Global Motorsport Group, Inc., dated
November 16, 1998.*+
4 Letter to Stockholders of Global Motorsport Group, Inc., dated
November 24, 1998.+
5 Letter to Golden Cycle, dated November 24, 1998.+
6 Press Release, dated December 10, 1998, issued by the Company.++
</TABLE>
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* Included in Schedule 14D-9 mailed to stockholders.
+ 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.
By: /s/ Joseph F. Keenan
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Joseph F. Keenan
Chairman of the Board
Dated: December 11, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1 Agreement and Plan of Merger, dated November 8, 1998, by and among
Stonington Acquisition Corp., GMG Acquisition Corp. and Global
Motorsport Group, Inc. , including Conditions to the Offer.+
2 Opinion of Cleary Gull Reiland & McDevitt Inc., dated November 8,
1998. *+
3 Letter to Stockholders of Global Motorsport Group, Inc., dated
November 16, 1998.*+
4 Letter to Stockholders of Global Motorsport Group, Inc., dated
November 24, 1998.+
5 Letter to Golden Cycle, dated November 24, 1998.+
6 Press Release, dated December 10, 1998, issued by the Company.++
</TABLE>
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* Included in Schedule 14D-9 mailed to stockholders.
+ Previously filed.
++ Filed herewith.
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NEWS RELEASE [LETTERHEAD]
Contacts:
Daniel Burch or Grace Protos
MacKenzie Partners, Inc.
(212) 929-5748/(212) 929-5802
FOR IMMEDIATE RELEASE:
GLOBAL MOTORSPORT GROUP ANNOUNCES DENIAL OF
MOTION FOR PRELIMINARY INJUNCTION
NEW YORK, NY; MORGAN HILL, CA -- December 10, 1998 -- Global Motorsport
Group, Inc. (NASDAQ:CSTM) 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 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 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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