SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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(Amendment No. 6)
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
(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. 6 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)(13) Press Release, issued by the Purchaser, dated June 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: July 1, 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
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Roger Grass
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- ------------------------------------------------------------
<S> <C>
(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
(b) None.
(c) Letter agreement, dated March 6, 1998, between Jeffries &
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.
</TABLE>
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* Filed herewith.
Exhibit (a)(13)
FOR IMMEDIATE RELEASE
For further information, call:
Alan Miller
Innisfree M&A Incorporated
(212) 750-5831
GOLDEN CYCLE EXTENDS GLOBAL MOTORSPORT OFFER
WYNNEWOOD, PA, June 30, 1998 -- Golden Cycle, LLC said today that it is
reviewing its possible alternatives in view of the announcement by Global
Motorsport Group, Inc. (NASDAQ: CSTM) that the company has entered into an
acquisition agreement with Fremont Partners. Mr. Roger Grass, Vice President of
Golden Cycle, said "We do not understand how Global Motorsport's Board can
possibly be acting in the best interests of its shareholders. The Board refuses
to meet with us to discuss what our best offer might be, yet it has permitted
Fremont to back out of its $23 offer and agreed to a transaction which provides
shareholders with approximately $20.78 in cash, together with a stub interest,
for their shares. Moreover, the Board has granted Fremont an outrageous breakup
fee and expense reimbursement provision of $4.5 million, together with a right
to acquire 2.7 million shares."
Golden Cycle has extended the expiration date of its offer to 12:00
midnight, New York City time, on Friday, July 24, 1998. Golden Cycle said it has
received tenders of approximately 117,000 shares of Global Motorsport Group.
