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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
AMENDMENT NO. 2
RULE 13E-3 TRANSACTION STATEMENT
PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
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GLOBAL MOTORSPORT GROUP, INC.
(NAME OF ISSUER)
GLOBAL MOTORSPORT GROUP, INC.
(NAME OF PERSON(S) FILING STATEMENT)
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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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JAMES J. KELLY, JR.
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
GLOBAL MOTORSPORT GROUP, INC.
16100 JACQUELINE COURT
MORGAN HILL, CALIFORNIA 95037
TELEPHONE: (408) 778-0500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
WITH COPIES TO:
KENTON J. KING, ESQ. THOMAS D. MAGILL, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP GIBSON, DUNN & CRUTCHER LLP
FOUR EMBARCADERO CENTER, SUITE 3800 4 PARK PLAZA
SAN FRANCISCO, CALIFORNIA 94111 JAMBOREE CENTER
(415) 984-6400 IRVINE, CALIFORNIA 92614
(949) 451-3800
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This statement is filed in connection with (check the appropriate box):
a. [_]The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [_]The filing of a registration statement under the Securities Act of 1933.
c. [X]A tender offer.
d. [_]None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [_]
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INTRODUCTION
This Amendment No. 2 amends and supplements the Rule 13e-3 Transaction
Statement (the "Statement") on Schedule 13E-3 (the "Schedule 13E-3") filed on
July 13, 1998 by Global Motorsport Group, Inc., a Delaware corporation (the
"Company"), pursuant to Section 13(e) of the Securities Exchange Act of 1934,
as amended, and Rule 13e-3 thereunder in connection with the tender offer by
the Company for up to 4,820,000 issued and outstanding shares ("Shares") of
its common stock, par value $0.001 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 and Trust 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
(d)(1), and in the related Letter of Transmittal, a copy of which is attached
hereto as Exhibit (d)(2) (which together constitute the "Offer").
The following Cross Reference Sheet, prepared pursuant to General
Instruction F to Schedule 13E-3, shows the location, in the Issuer Tender
Offer Statement on Schedule 13E-4 originally filed by the Company with the
Securities and Exchange Commission on July 13, 1998, as amended on the date
hereof (the "Schedule 13E-4"), of the information required to be included in
this Schedule 13E-3. The information set forth in the Schedule 13E-4,
including all exhibits thereto, is hereby expressly incorporated herein by
reference as set forth in the Cross Reference Sheet and the responses in this
Schedule 13E-3, and such responses are qualified in their entirety by
reference to the information contained in the Offer to Purchase and the
schedules and annexes thereto.
2
CROSS REFERENCE SHEET
ITEM IN WHERE LOCATED IN
SCHEDULE 13E-3 SCHEDULE 13E-4
-------------- ----------------
Item 1(a).................................................... Item 1(a)
Item 1(b).................................................... Item 1(b)
Item 1(c).................................................... Item 1(c)
Item 1(d).................................................... *
Item 1(e).................................................... *
Item 1(f).................................................... Item 4
Item 2(a).................................................... *
Item 2(b).................................................... *
Item 2(c).................................................... *
Item 2(d).................................................... *
Item 2(e).................................................... *
Item 2(f).................................................... *
Item 2(g).................................................... *
Item 3(a).................................................... *
Item 3(b).................................................... *
Item 4(a).................................................... *
Item 4(b).................................................... *
Item 5(a)-(g)................................................ Item 3(a)-(j)
Item 6(a).................................................... Item 2(a)
Item 6(b).................................................... *
Item 6(c).................................................... *
Item 6(d).................................................... *
Item 7(a).................................................... Item 3
Item 7(b).................................................... *
Item 7(c).................................................... *
Item 7(d).................................................... *
Item 8(a).................................................... *
Item 8(b).................................................... *
Item 8(c).................................................... *
Item 8(d).................................................... *
Item 8(e).................................................... *
Item 8(f).................................................... *
Item 9(a)-(c)................................................ *
3
ITEM IN WHERE LOCATED IN
SCHEDULE 13E-3 SCHEDULE 13E-4
-------------- ----------------
Item 10(a)................................................... *
Item 10(b)................................................... Item 4
Item 11...................................................... Item 5
Item 12(a)................................................... *
Item 12(b)................................................... *
Item 13(a)................................................... *
Item 13(b)................................................... *
Item 13(c)................................................... *
Item 14(a)-(b)............................................... Item 7
Item 15(a)................................................... *
Item 15(b)................................................... Item 6
Item 16...................................................... Item 8(e)
Item 17(a)................................................... Item 9(b)
Item 17(b)................................................... *
Item 17(c)................................................... Item 9(c)
Item 17(d)................................................... Item 9(a)
Item 17(e)................................................... *
Item 17(f)................................................... *
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* The Item is inapplicable or the answer thereto is negative.
4
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the issuer is Global Motorsport Group, Inc., and the address
of its principal executive offices is 16100 Jacqueline Court, Morgan Hill,
California 95037.
(b) The class of securities to which this Statement relates is the Common
Stock. As of June 25, 1998, there were (i) 5,173,077 Shares issued and
outstanding, (ii) 243 holders of record of the Common Stock and
(iii) 1,016,129 Shares reserved under the Company's stock plans in respect of
outstanding awards. The Company is seeking to purchase up to 4,820,000 Shares
at a purchase price of $21.75 per Share, net to the seller in cash.
(c) The information set forth in the Offer to Purchase under "THE TENDER
OFFER--Section 6. Price Range of the Shares; Dividends on the Shares" is
incorporated herein by reference.
(d) The information set forth in the Offer to Purchase under "THE TENDER
OFFER--Section 6. Price Range of the Shares; Dividends on the Shares; Section
11. Dividends and Distributions" is incorporated herein by reference.
(e) The issuer of the Shares has not made an underwritten public offering of
Shares for cash during the past three years which was registered under the
Securities Act of 1933, as amended, or exempt from registration thereunder
pursuant to Regulation A.
(f) In April and May 1997, the Company purchased an aggregate of 276,000
Shares at a total cost of $3,448,000. The price paid for such Shares ranged
from $13.00 to $11.25. The average purchase price per Share paid for such
Shares in April 1997 was $12.72 and in May 1997 was $11.25.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by the Company, which is the issuer of the
class of equity securities which is the subject of the Rule 13e-3 transaction
to which this Statement relates.
(a)-(d) and (g). The information set forth in the Offer to Purchase under
"THE TENDER OFFER--Section 8. Certain Information concerning the Company" and
"SCHEDULE I. Directors and Executive Officers of the Company" is incorporated
herein by reference.
(e)-(f). Neither the Company nor any natural person listed in "SCHEDULE I.
Directors and Officers of the Company" during the past five years, to its
knowledge, (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which any such person was or is subject to a judgment, decree or final order
enjoining further violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) This Statement is not being filed by any affiliate of the issuer of the
Shares.
(b) The information set forth in the Offer to Purchase under "INTRODUCTION"
and "SPECIAL FACTORS--The Offer and Merger--Section 1. Background of the Offer
and Merger" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Offer to Purchase under "INTRODUCTION,"
"SPECIAL FACTORS--Certain Considerations--Section 12. Purposes and Reasons of
the Company for the Offer and Merger," "SPECIAL FACTORS--The Offer and
Merger--Section 1. Background of the Offer and Merger; Section 6.
5
Plans for the Company; Certain Effects of the Offer and Merger; Section 7.
Rights of the Stockholders in the Offer and Merger," "THE MERGER AGREEMENT AND
CERTAIN RELATED MATTERS--Section 1. The Agreement and Plan of Merger;
Stockholder Agreement" and "THE TENDER OFFER--Section 1. Terms of the Offer;
Section 2. Acceptance for Payment and Payment; Section 3. Procedure for
Tendering Shares; Section 4. Withdrawal Rights; Section 7. Effect of the Offer
on the Market for the Shares; Stock Listing; Exchange Act Registration; Margin
Regulations; Section 9. Source and Amount of Funds; Section 12. Certain
Conditions of the Offer; Section 13. Certain Legal Matters; Section 14. Fees
and Expenses; Section 16. Recapitalization; Section 17. Miscellaneous" is
incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under "INTRODUCTION,"
"SPECIAL FACTORS--Certain Considerations--Section 4. Proration; Section 6.
Management Stockholder Arrangements; Section 7. Fees Payable to Purchaser and
Purchaser Affiliates; Section 13. Purposes and Reasons of Purchaser and
Management Stockholders for the Offer and Merger," "SPECIAL FACTORS--The Offer
and Merger--Section 1. Background of the Offer and Merger; Section 2.
Interests of Certain Persons in the Offer and Merger," "THE MERGER AGREEMENT
AND CERTAIN RELATED MATTERS--Section 1. The Agreement and Plan of Merger;
Stockholder Agreement" and "THE TENDER OFFER--Section 1. Terms of the Offer"
is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS--Certain Considerations--Section 12. Purposes
and Reasons of the Company for the Offer and Merger; Section 13. Purposes and
Reasons of Purchaser and Management Stockholders for the Offer and Merger,"
"SPECIAL FACTORS--The Offer and Merger--Section 1. Background of the Offer and
Merger; Section 2. Interests of Certain Persons in the Offer and Merger;
Section 6. Plans for the Company; Certain Effects of the Offer and Merger,"
"THE MERGER AGREEMENT AND CERTAIN RELATED MATTERS--Section 1. The Agreement
and Plan of Merger; Stockholder Agreement" and "THE TENDER OFFER--Section 7.
Effect of the Offer on the Market for the Shares; Stock Listing; Exchange Act
Registration; Margin Regulations; Section 11. Dividends and Distributions" is
incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Purchase under "INTRODUCTION"
and "THE TENDER OFFER--Section 9. Source and Amount of Funds" is incorporated
herein by reference.
(b) The information set forth in the Offer to Purchase under "THE TENDER
OFFER--Section 14. Fees and Expenses" is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase under "THE TENDER
OFFER--Section 9. Source and Amount of Funds" is incorporated herein by
reference.
(d) The Company has elected not to seek confidential treatment with respect
to the source of the funds to be used in the Rule 13e-3 transaction to which
this Statement relates.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS--Certain Considerations--Section 12. Purposes and Reasons of the
Company for the Offer and Merger; Section 13. Purposes and Reasons of
Purchaser and Management Stockholders for the Offer and Merger" and "SPECIAL
FACTORS--The Offer and Merger--Section 1. Background of the Offer and Merger;
Section 6. Plans for the Company; Certain Effects of the Offer and Merger" is
incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS--Certain Considerations--Section 1. Golden Cycle Offer; Section 10.
Recommendation of the Board of Directors; Fairness of the Offer and Merger"
and "SPECIAL FACTORS--The Offer and Merger--Section 1. Background of the Offer
and Merger" is incorporated herein by reference.
6
(c) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS--Certain Considerations--Section 1. Golden Cycle Offer; Section 3.
Recapitalization; Section 12. Purposes and Reasons of the Company for the
Offer and Merger; Section 13. Purposes and Reasons of Purchaser and Management
Stockholders for the Offer and Merger" and "SPECIAL FACTORS--The Offer and
Merger-- Section 1. Background of the Offer and Merger; Section 6. Plans for
the Company; Certain Effects of the Offer and Merger" is incorporated herein
by reference.
(d) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS--Certain Considerations--Section 1. Golden Cycle Offer; Section 5.
Substantial Indebtedness, Liquidity and Capital Resources; Section 6.
Management Stockholder Arrangements; Section 7. Fees Payable to Purchaser and
Purchaser Affiliates; Section 8. Delisting of Common Stock; Section 9.
Termination of Exchange Act Reporting" and "SPECIAL FACTORS--The Offer and
Merger--Section 2. Interests of Certain Persons in the Offer and Merger;
Section 6. Plans for the Company; Certain Effects of the Offer and Merger;
Section 7. Rights of the Stockholders in the Offer and Merger" is incorporated
herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS--Certain Considerations--Section 1. Golden Cycle Offer; Section 10.
Recommendation of the Board of Directors; Fairness of the Offer and Merger;
Section 11. Opinion of Cleary Gull Reiland & McDevitt, Inc." and "SPECIAL
FACTORS--The Offer and Merger--Section 1. Background of the Offer and Merger"
is incorporated herein by reference.
(f) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS--Certain Considerations--Section 1. Golden Cycle Offer" and "SPECIAL
FACTORS--The Offer and Merger--Section 1. Background of the Offer and Merger"
is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS--Certain Considerations--Section 10. Recommendation of the Board of
Directors; Fairness of the Offer and Merger; Section 11. Opinion of Cleary
Gull Reiland & McDevitt, Inc." and "SPECIAL FACTORS--The Offer and Merger--
Section 1. Background of the Offer and Merger" is incorporated herein by
reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the Offer to Purchase under "INTRODUCTION"
and "THE MERGER AGREEMENT AND CERTAIN RELATED MATTERS--Section 3. Beneficial
Ownership of Common Stock" is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under "THE MERGER
AGREEMENT AND CERTAIN RELATED MATTERS--Section 1. The Agreement and Plan of
Merger; Stockholder Agreement" is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in the Offer to Purchase under "INTRODUCTION,"
"SPECIAL FACTORS--Certain Considerations--Section 6. Management Stockholder
Arrangements; Section 7. Fees Payable to Purchaser and Purchaser Affiliates;
Section 12. Purposes and Reasons of the Company for the Offer and Merger;
Section 13. Purposes and Reasons of Purchaser and Management Stockholders for
the Offer and Merger," "SPECIAL FACTORS--The Offer and Merger--Section 1.
Background of the Offer and Merger" and "THE MERGER AGREEMENT AND CERTAIN
RELATED MATTERS--Section 1. The Agreement and Plan of Merger; Stockholder
Agreement" is incorporated herein by reference.
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ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
(a)-(b) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS--Certain Considerations--Section 6.
Management Stockholder Arrangements; Section 10. Recommendation of the Board
of Directors; Fairness of the Offer and Merger; Section 13. Purposes and
Reasons of Purchaser and Management Stockholders for the Offer and Merger,"
"SPECIAL FACTORS--The Offer and Merger--Section 1. Background of the Offer and
Merger; Section 2. Interests of Certain Persons in the Offer and Merger;
Section 7. Rights of the Stockholders in the Offer and Merger" and "THE MERGER
AGREEMENT AND CERTAIN RELATED MATTERS--Section 1. The Agreement and Plan of
Merger; Stockholder Agreement; Section 3. Beneficial Ownership of Common
Stock" is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the Offer to Purchase under "INTRODUCTION"
and "SPECIAL FACTORS--The Offer and Merger--Section 7. Rights of the
Stockholders in the Offer and Merger" and Annex B. "Section 262 of Delaware
General Corporation Law of the State of Delaware" is incorporated herein by
reference.
(b) No provision has been made by the issuer of the Shares or any affiliate
in connection with the transaction that is the subject of the Statement to
allow unaffiliated security holders to obtain access to the corporate files of
such issuer or any affiliate or to obtain counsel or appraisal services at the
expense of such issuer or any affiliate.
(c) The transaction that is the subject of the Statement does not involve
the exchange of debt securities of the issuer of the Shares or any affiliate
for the equity securities held by security holders of such issuer who are not
affiliates.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in the Offer to Purchase under "THE TENDER
OFFER--Section 8. Certain Information concerning the Company" is incorporated
herein by reference. In addition, the Company's audited consolidated financial
statements (and related notes) as of January 31, 1998 and 1997 and for the
three year period ended January 31, 1998 and the Company's unaudited condensed
consolidated financial statements (and related notes) as of April 30, 1998 and
for the three month periods ended April 30, 1998 and 1997 are attached to the
Offer to Purchase as Annex C and Annex D, respectively.
(b) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS--The Offer and Merger--Section 3. Cautionary Statement concerning
Forward-Looking Statements; Section 4. Company Financial Projections; Section
5. Selected Historical and Pro Forma Consolidated Financial Data" is
incorporated herein by reference. In addition, the Company's unaudited pro
forma consolidated financial data are attached to the Offer to Purchase as
Annex E.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a)-(b) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS--Certain Considerations--Section 6.
Management Stockholder Arrangements; Section 7. Fees Payable to Purchaser and
Purchaser Affiliates," "SPECIAL FACTORS--The Offer and Merger--Section 1.
Background of the Offer and Merger; Section 4. Interests of Certain Persons in
the Offer and Merger," "THE MERGER AGREEMENT AND CERTAIN RELATED MATTERS--
Section 1. The Agreement and Plan of Merger; Stockholder Agreement; Section 2.
Related Party Transactions" and "THE TENDER OFFER--Section 14. Fees and
Expenses" is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
The Offer to Purchase and the related Letter of Transmittal, copies of which
are attached hereto as Exhibits (d)(1) and (d)(2), respectively, are
incorporated herein by reference in their entirety.
8
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.*
(a)(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.
(a)(2) Letter dated June 27, 1998 by BT Alex. Brown Incorporated and
BancAmerica Robertson Stephens to Fremont Acquisition Company III, LLC.
(b)(1) Fairness Opinion of Cleary Gull Reiland & Devitt, Inc., dated June 28,
1998 (attached as Annex A to the Offer to Purchase filed as Exhibit
(d)(1) below).
(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)(1) Offer to Purchase, dated July 13, 1998, as amended.
(d)(2) Letter of Transmittal, dated July 13, 1998.
(d)(3) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees, dated July 13, 1998.
(d)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other
Nominees, dated July 13, 1998.
(d)(5) Notice of Guaranteed Delivery, dated July 13, 1998.
(d)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(d)(7) Press Release issued by the Company and Fremont Acquisition Company
III, LLC on June 29, 1998.
(d)(8) Form of Summary Advertisement as published in the Wall Street Journal
on July 13, 1998.
(d)(9) Letter to Stockholders, dated July 13, 1998, from Joseph F. Keenan,
Chairman of the Board of the Company.
(e) Section 262 of the General Corporation Law of the State of Delaware
(attached as Annex B to the Offer to Purchase filed as Exhibit (d)(1)
above).
(f) None.
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* Except for Exhibit (d)(1), each of the exhibits was filed previously with
the Statement as originally filed with the Securities and Exchange
Commission on July 13, 1998.
9
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 6, 1998
GLOBAL MOTORSPORT GROUP, INC.
By:
/s/ Joseph F. Keenan
----------------------------------
Joseph F. Keenan
Chairman of the Board of Directors
10
EXHIBIT INDEX
EXHIBIT NO.* DESCRIPTION
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(a)(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.
(a)(2) Letter dated June 27, 1998 by BT Alex. Brown Incorporated and
BancAmerica Robertson Stephens to Fremong Acquisition Company
III, LLC.
(b)(1) Fairness Opinion of Cleary Gull Reiland & Devitt, Inc., dated
June 28, 1998 (attached as Annex A to the Offer to Purchase filed
as Exhibit (d)(1) below).
(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)(1) Offer to Purchase, dated July 13, 1998, as amended.
(d)(2) Letter of Transmittal, dated July 13, 1998.
(d)(3) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees, dated July 13, 1998.
(d)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees, dated July 13, 1998.
(d)(5) Notice of Guaranteed Delivery, dated July 13, 1998.
(d)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(d)(7) Press Release issued by the Company and Fremont Acquisition
Company III, LLC on June 29, 1998.
(d)(8) Form of Summary Advertisement as published in the Wall Street
Journal on July 13, 1998.
(d)(9) Letter to Stockholders, dated July 13, 1998, from Joseph F.
Keenan, Chairman of the Board of the Company.
(e) Section 262 of the General Corporation Law of the State of
Delaware (attached as Annex B to the Offer to Purchase filed as
Exhibit (d)(1) above).
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* Except for Exhibit (d)(1), each of the exhibits was filed previously with
the Statement as originally filed with the Securities and Exchange
Commission on July 13, 1998.
11