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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
AMENDMENT NO. 1
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)
FREMONT PARTNERS, L.P.
FREMONT ACQUISITION COMPANY III, LLC
(BIDDERS)
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COMMON STOCK, PAR VALUE $0.001 PER SHARE (AND ASSOCIATED PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
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378937106
(CUSIP NUMBER OF CLASS OF SECURITIES)
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ROBERT JAUNICH II MARK WILLIAMSON
FREMONT PARTNERS, L.P. KEVIN BAKER
50 FREMONT STREET FREMONT ACQUISITION COMPANY III, LLC
SUITE 3700 C/O FREMONT PARTNERS, L.P.
SAN FRANCISCO, CA 94105 50 FREMONT STREET
(415) 284-8500 SUITE 3700
SAN FRANCISCO, CA 94105
(415) 284-8500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDER)
COPY TO:
KENTON J. KING, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR EMBARCADERO CENTER, SUITE 3800
SAN FRANCISCO, CALIFORNIA 94111
(415) 984-6400
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TENDER OFFER
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Statement") filed with the Securities and Exchange
Commission on August 7, 1998, by Fremont Partners, L.P., a Delaware limited
partnership ("Parent") and Fremont Acquisition Company III, LLC, a Delaware
limited liability company ("Purchaser"), relating to the offer by Global
Motorsport Group, Inc., a Delaware corporation (the "Company"), to purchase up
to 4,820,000 outstanding shares (the "Shares") of its common stock, par value
$.001 per share (the "Common Stock"), including the associated rights to
purchase shares of Common Stock issued pursuant to that certain Rights
Agreement, dated as of November 13, 1996, by and between the Company and
American Stock Transfer Company (the "Rights"), at $21.75 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated July 13, 1998, as amended (the "Offer to
Purchase"), a copy of which is attached hereto as Exhibit (a)(1), and in the
related Letter of Transmittal, a copy of which is attached hereto as Exhibit
(a)(2) (which together constitute the "Offer").
Capitalized terms used but not otherwise defined herein have the meanings
ascribed such terms in the Offer to Purchase and the Statement.
The last sentence of the first paragraph of the Statement under the heading
"TENDER OFFER" is hereby amended by replacing such sentence in its entirety
with the following:
"Each of Parent and Purchaser does not admit that it is a "bidder" for
purposes of this Offer and Statement."
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Item 9 is hereby amended by replacing the first and second paragraphs of
Item 9 in their entirety with the following:
"Fremont Partners. Fremont Partners, and affiliated partnerships, is a
private investment fund headquartered in San Francisco, California with
committed capital of approximately $605 million, of which approximately
$152 million has been invested and approximately $453 million is available
to be drawn down. Fremont Partners' financial statements have not been
provided because Fremont Partners believes that such financial statements
are not material to the decision of a holder of Shares whether or not to
tender such Shares into the Company's tender offer. The sole general
partner of Fremont Partners is FP Advisors, L.L.C., a Delaware limited
liability company ("FP Advisors"). The sole managing member of FP Advisors
is Fremont Group, L.L.C., a Delaware limited liability company (including
predecessor entities, "Fremont Group"). The sole manager of Fremont Group
is Fremont Investors, Inc., a Nevada corporation ("Fremont Investors").
Fremont Partners, FP Advisors, Fremont Group and Fremont Investors are
collectively referred to herein as the "Fremont Entities." None of the
Fremont Entities is a party to the Merger Agreement or the Stockholder
Agreement. The offices of each of the Fremont Entities are located at 50
Fremont Street, Suite 3700, San Francisco, California 94105.
Each of the Fremont Entities and Purchaser does not admit that it is a
"bidder" for purposes of this Offer."
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by adding thereto the
following:
"The Company issued the press release attached hereto as Exhibit (a)(11)
on August 11, 1998."
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the following
Exhibit:
(a)(11) Press Release issued by the Company on August 11, 1998.
2
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ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.*
<TABLE>
<C> <S>
(a)(1) Offer to Purchase, dated July 13, 1998, as amended.
(a)(2) Letter of Transmittal, dated July 13, 1998.
(a)(3) Letter to Clients, dated July 13, 1998, for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees, dated July 13, 1998.
(a)(5) Notice of Guaranteed Delivery, dated July 13, 1998.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Press Release issued by the Company and Fremont Acquisition Company
III, LLC on June 29, 1998.
(a)(8) Form of Summary Advertisement, as published in the Wall Street Journal
on July 13, 1998.
(a)(9) Fairness Opinion of Cleary Gull Reiland & Devitt, Inc., dated June 28,
1998 (attached as Annex A to the Offer to Purchase filed as Exhibit
(a)(1) above).
(a)(10) Letter to Stockholders, dated July 13, 1998, from Joseph F. Keenan,
Chairman of the Board of the Company.
(a)(11) Press Release issued by the Company on August 11, 1998.
(b)(1) Commitment letter, dated June 28, 1998, by Bank of America National
Trust and Savings Association, Bankers Trust Company and BancAmerica
Robertson Stephens to Fremont Acquisition Company III, LLC.
(b)(2) Letter, dated June 27, 1998, by BT Alex. Brown Incorporated and
BancAmerica Robertson Stephens to Fremont Acquisition Company III,
LLC.
(c)(1) Amended and Restated Agreement and Plan of Merger, dated as of June
28, 1998, by and among the Company, Fremont Acquisition Company III,
LLC and GMS Acquisition Corp.
(c)(2) Stockholder Agreement, dated as of June 28, 1998, by and among Fremont
Acquisition Company III, LLC and each individual whose name appears on
the signature pages thereto.
(c)(3) Mutual Confidentiality Agreement, dated April 8, 1998, by and between
the Company and Fremont Partners.
(c)(4) Rights Agreement, dated as of November 13, 1996, by and between the
Company and American Stock Transfer and Trust Company.
(d) None.
(e) Not applicable.
(f) None.
</TABLE>
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* Except for Exhibit (a)(11), each of the exhibits was filed previously with
the Statement as originally filed with the Securities and Exchange
Commission on August 7, 1998.
3
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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.
Date: August 12, 1998
FREMONT ACQUISITION COMPANY III, LLC
/s/ Kevin Baker
By: ___________________________________
Kevin Baker
Vice President and Secretary
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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.
Date: August 12, 1998
FREMONT PARTNERS, L.P.
By: FP Advisors, L.L.C., its general
partner
By: Fremont Group, L.L.C., its
managing member
By: Fremont Investors, Inc., its
manager
/s/ R. S. Kopf
By: _____________________________
Name: R. S. Kopf
Title:Managing Director,
General Counsel and
Secretary
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER* DESCRIPTION PAGE
------- ----------- ----
<C> <S> <C>
(a)(1) Offer to Purchase, dated July 13, 1998, as amended.............
(a)(2) Letter of Transmittal, dated July 13, 1998.....................
(a)(3) Letter to Clients, dated July 13, 1998, for use by Brokers,
Dealers, Commercial Banks, Trust Companies and other Nominees..
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees, dated July 13, 1998........................
(a)(5) Notice of Guaranteed Delivery, dated July 13, 1998.............
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.........................................
(a)(7) Press Release issued by the Company and Fremont Acquisition
Company III, LLC on June 29, 1998..............................
(a)(8) Form of Summary Advertisement, as published in the Wall Street
Journal on July 13, 1998.......................................
(a)(9) Fairness Opinion of Cleary Gull Reiland & Devitt, Inc., dated
June 28, 1998 (attached as Annex A to the Offer to Purchase
filed as Exhibit (a)(1) above).................................
(a)(10) Letter to Stockholders, dated July 13, 1998, from Joseph F.
Keenan, Chairman of the Board of the Company...................
(a)(11) Press Release issued by the Company on August 11, 1998.........
(b)(1) Commitment letter, dated June 28, 1998, by Bank of America
National Trust and Savings Assocition, Bankers Trust Company
and BancAmerica Robertson Stephens to Fremont Acquisition
Company III, LLC...............................................
(b)(2) Letter, dated June 27, 1998, by BT Alex. Brown Incorporated and
BancAmerica Robertson Stephens to Fremont Acquisition Company
III, LLC.......................................................
(c)(1) Amended and Restated Agreement and Plan of Merger, dated as of
June 28, 1998, by and among the Company, Fremont Acquisition
Company III, LLC, and GMS Acquisition Corp.....................
(c)(2) Stockholder Agreement, dated as of June 28, 1998, by and among
Fremont Acquisition Company III, LLC and each individual whose
name appears on the signature pages thereto....................
(c)(3) Mutual Confidentiality Agreement, dated April 8, 1998, by and
between the Company and Fremont Partners.......................
(c)(4) Rights Agreement, dated as of November 13, 1996, by and between
the Company and American Stock Transfer and Trust Company......
</TABLE>
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* Except for Exhibit (a)(11), each of the exhibits was filed previously with
the Statement as originally filed with the Securities and Exchange
Commission on August 7, 1998.
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EXHIBIT 99.(a)(11)
NEWS RELEASE [LETTERHEAD OF
MACKENZIE PARTNERS,
INC. APPEARS HERE]
CONTACTS:
JAMES J. KELLY
(408) 778-2271
OR
DANIEL BURCH OR GRACE PROTOS
MACKENZIE PARTNERS, INC.
(212)929-5748/(212)929-5802
FOR IMMEDIATE RELEASE:
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GLOBAL MOTORSPORT GROUP EXTENDS
TENDER OFFER FOR UP TO 4,820,000 OF ITS SHARES
FOR $21.75 IN CASH PER SHARE
MORGAN HILL, CA--August 11, 1998--Global Motorsport Group, Inc.
(formerly Custom Chrome, Inc.) (NASDAQ:CSTM) announced today that it has
extended, at the request of Fremont Acquisition Company III, LLC, Global's
previously announced tender offer to acquire up to 4,820,000 outstanding shares
of its Common Stock (and associated rights) for $21.75 per share in cash. The
tender offer is being made in connection with the previously announced
definitive Merger Agreement with Fremont. The tender offer and withdrawal rights
will now expire at 5:00 p.m., New York City time, on September 25, 1998, unless
further extended.
The extension of the tender offer is intended to provide additional time
to satisfy the financing condition to the tender offer in view of current market
conditions in the high yield debt securities market. The Company's depositary,
American Stock & Transfer Company, has informed the Company that as of 4:00 p.m.
EDT, Tuesday, August 11, 1998, 1,229,448 shares of Common Stock had been
tendered, including shares tendered pursuant to a Notice of Guaranteed Delivery.
This represents approximately 22.6% of the Common Stock outstanding.
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.
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