UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)
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GLOBAL MOTORSPORT GROUP, INC.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
378937106
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(CUSIP Number)
Wolf, Block, Schorr and Solis-Cohen LLP
111 South 15th Street
Philadelphia, PA 19102
Attention: Herbert Henryson II, Esquire
(215) 977-2556
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 30, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
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Golden Cycle, LLC hereby amends its Schedule 13D (the "Schedule 13D")
relating to the Common Stock, par value $0.001 per share, of Global Motorsport
Group, Inc. to add the following information. All capitalized terms used and not
otherwise defined herein have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On October 30, 1998, the Reporting Person issued a press release
disputing statements made in the Company's October 29 press release. The
Reporting Person's press release is set forth as Exhibit 13 hereto and is hereby
incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
Item 7 is hereby amended to add the following:
13. Press release issued by the Reporting Person on October 30, 1998.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies 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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Roger Grass
Vice President and Treasurer
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EXHIBIT INDEX
Exhibit No. Description
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13 Press release issued by the Reporting Person on October 30,
1998.
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EXHIBIT 13
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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
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(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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