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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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(Amendment No. 8)
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
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This Amendment No. 8 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)(15) Press Release, issued by the Purchaser, dated August
14, 1998.
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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: August 14, 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
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<PAGE> INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------- --------------------------------------------------------------
(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
(14) Press Release, issued by the Purchaser, dated July 24, 1998
*(15) Press Release, issued by the Purchaser, dated August 14, 1998
(b) None.
(c) Letter agreement, dated March 6, 1998, between Jefferies & 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.
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* Filed herewith.<PAGE>
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Exhibit (a)(15)
FOR IMMEDIATE RELEASE
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For further information, call:
Alan Miller
Innisfree M&A Incorporated
(212) 750-5831
GOLDEN CYCLE EXTENDS GLOBAL MOTORSPORT OFFER
WYNNEWOOD, PA, August 14, 1998 -- Golden Cycle, LLC announced
today that it has extended the expiration date of its offer to puchase all
outstanding shares of common stock of Global Motorsport Group, Inc. (NASDAQ:
CSTM) to 12:00 midnight, New York City time, on Wednesday, September 30, 1998.
Golden Cycle said it has received tenders of approximately 46,300 shares of
Global Motorsport Group.
