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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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GLOBAL MOTORSPORT GROUP, INC.
(NAME OF SUBJECT COMPANY)
GLOBAL MOTORSPORT GROUP, INC.
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, $0.001 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
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378937106
(CUSIP NUMBER OF CLASS OF SECURITIES)
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JAMES J. KELLY, JR.
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
GLOBAL MOTORSPORT GROUP, INC.
16100 JACQUELINE COURT
MORGAN HILL, CALIFORNIA 95037
(408) 778-0500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING THIS STATEMENT)
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Copies to:
THOMAS D. MAGILL, ESQ.
GIBSON DUNN & CRUTCHER LLP
4 PARK PLAZA
JAMBOREE CENTER
IRVINE, CA 92614-8557
(714) 451-3800
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This Statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
on April 13, 1998, as amended (the "Schedule 14D-9"), relating to the offer by
Golden Cycle, LLC, a Pennsylvania limited liability, to purchase all of the
issued and outstanding shares of common stock, par value $.001 per share,
including associated Preferred Stock Purchase Rights (the "Shares"), of Global
Motorsport Group, Inc., a Delaware corporation (the "Company"), for an amount
equal to $18.00 per Share, net to the seller in cash, without interest.
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby supplemented as follows:
The Company issued the press release attached as Exhibit 8(a)(4) on May
21, 1998.
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ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
4(a)(1) Letter to Stockholders, dated April 13, 1998, from the Company's
Board of Directors.*
4(a)(2) Press release, dated April 13, 1998, issued by the Company.*
8(a)(1) Company materials.*
8(a)(2) Press release, dated April 21, 1998, issued by the Company.*
8(a)(3) Press release, dated May 20, 1998, issued by the Company.*
8(a)(4) Press release, dated May 21, 1998, issued by the Company.+
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* Previously filed.
+ Filed herewith.
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SIGNATURE
After reasonable 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.
GLOBAL MOTORSPORT GROUP, INC.
/s/ Joseph Piazza
By: _________________________________
Joseph Piazza
President and Chief Executive
Officer
Dated: May 21, 1998
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EXHIBIT LIST
4(a)(1) Letter to Stockholders, dated April 13, 1998, from the Company's
Board of Directors.*
4(a)(2) Press release, dated April 13, 1998, issued by the Company.*
8(a)(1) Company materials.*
8(a)(2) Press release, dated April 21, 1998, issued by the Company.*
8(a)(3) Press release, dated May 20, 1998, issued by the Company.*
8(a)(4) Press release, dated May 21, 1998, issued by the Company.+
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* Previously filed.
+ Filed herewith.