SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant X
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Check the appropriate box:
Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as
- ----- permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
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X Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule
- ----- 14a-12
Global Motorsport Group, Inc.
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(Name of Registrant as Specified in Its Charter)
Golden Cycle, LLC
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(Name of Person(s) Filing Proxy
Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required
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Fee computed on table below per Exchange Act Rules
- ----- 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11: (Set
forth the amount on which the filing fee is calculated and state
how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials.
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---- Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2)and identify the filing
for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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GOLDEN CYCLE, LLC
ONE WYNNEWOOD ROAD
SUITE 100
WYNNEWOOD, PA 19096
November 18, 1998
Mr. Joseph F. Keenan
Chairman of the Board of Directors
Global Motorsport Group, Inc.
16100 Jacqueline Court
Morgan Hill, California 95037
Dear Mr. Keenan:
We believe that under Delaware law, you currently have,
as you have always had, a fiduciary duty to negotiate with us, or
any prospective purchaser, regarding a transaction to acquire
Global Motorsport that is in the best interests of its
stockholders.
As we have publicly announced, Golden Cycle, LLC has
proposed a transaction whereby the company would acquire, in a
transaction structured as a self tender offer by Global
Motorsport and subject to no financing conditions, approximately
99% of the outstanding shares of common stock of Global
Motorsport (approximately 4.6 million shares) not currently owned
by us for a cash purchase price of $20 per share.
While we do not think that our offer needs to be
forwarded to you in writing in order for you to be required to
consider it, we are, in the event that you disagree, hereby
formally transmitting our offer to you, in writing. Accordingly,
notice is hereby given of our proposed "Acquisition Transaction"
as such term is defined in Section 6.2 of your merger agreement
with Stonington Partners. Considering that our offer is $0.50
per share better than Stonington Partners' offer, we are prepared
to meet with you at your earliest opportunity in order to
complete our proposed transaction.
Please note that a copy of our firm commitment letter
from NationsBank, N.A. to provide a portion of the financing
needed for the transaction was filed with the Securities and
Exchange Commission as an amendment to our Schedule 13D on
October 28, 1998. In addition, my father (Alex Grass) and I have
agreed to provide the remainder of the necessary financing.
We urge you to consider the interests of your
stockholders and contact us so that we can move forward together
in implementing our proposal.
Sincerely,
/s/ Roger Grass
