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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
AMENDMENT NO. 4
(FINAL AMENDMENT)
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 GIBSON, DUNN & CRUTCHER LLP
LLP 4 PARK PLAZA
FOUR EMBARCADERO CENTER, SUITE 3800 JAMBOREE CENTER
SAN FRANCISCO, CALIFORNIA 94111 IRVINE, CALIFORNIA 92614
(415) 984-6400 (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. 4 (Final Amendment) amends and supplements and
constitutes the final amendment to, 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").
Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Schedule 13E-3.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is hereby amended and supplemented by adding thereto the following:
"The Offer expired at 5:00 p.m., New York City time, on Friday, September
25, 1998 (the "Expiration Time"), and will not be extended. No Shares were
purchased and all Shares tendered and not properly withdrawn as of the
Expiration Time will be returned by the Depositary.
As of the Expiration Time, 4,067,747 Shares were validly tendered and not
properly withdrawn.
On September 28, 1998, the Company issued a press release announcing the
termination of the Merger Agreement pursuant to that certain Termination
and Release Agreement, dated as of September 25, 1998 (the "Termination
Agreement"), by and among the Company, GMS Acquisition Corp. and Purchaser,
and the expiration of the Offer. The full text of such press release and
the Termination Agreement are filed herewith as Exhibits (d)(11) and
(c)(5), respectively, and are incorporated herein by reference."
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(c)(5) Termination and Release Agreement, dated as of September 25, 1998,
by and among the Company, Fremont Acquisition Company III, LLC and GMS
Acquisition Corp.
(d)(11) Press Release issued by the Company on September 28, 1998.
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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.
(c)(5) Termination and Release Agreement, dated as of September 25, 1998,
by and among the Company, Fremont Acquisition Company III, LLC and
GMS Acquisition Corp.
(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.
(d)(10)** Press Release issued by the Company on August 11, 1998.
(d)(11) Press Release issued by the Company on September 28, 1998.
(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 Exhibits (c)(5), (d)(10) and (d)(11), each of the exhibits was
filed previously with the Statement as originally filed with the Securities
and Exchange Commission on July 13, 1998.
** Filed with the Securities and Exchange Commission on August 12, 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.
Date: September 28, 1998
GLOBAL MOTORSPORT GROUP, INC.
By:
/s/ Joseph F. Keenan
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Joseph F. Keenan
Chairman of the Board of Directors
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EXHIBIT INDEX
EXHIBIT
NUMBER* DESCRIPTION PAGE
------- ----------- ----
(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......................................................
(c)(5) Termination and Release Agreement, dated as of September 25,
1998, by and among the Company, Fremont Acquisition Company
III, LLC and GMS Acquisition Corp............................
(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.................
(d)(10)** Press Release issued by the Company on August 11, 1998.......
(d)(11) Press Release issued by the Company on September 28, 1998....
(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 Exhibits (c)(5), (d)(10) and (d)(11), each of the exhibits was
filed previously with the Statement as originally filed with the Securities
and Exchange Commission on July 13, 1998.
** Filed with the Securities and Exchange Commission on August 12, 1998.
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