<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
AMENDMENT NO. 2
TO
SCHEDULE 14D-1
------------------
TENDER OFFER STATEMENT PURSUANT
TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
------------------
BOLLE INC.
(Name of Subject Company)
SHADE ACQUISITION, INC.
(Names of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
097937 10 6
(CUSIP Number of Class of Securities)
RICHARD R. KRACUM
CHAIRMAN
WORLDWIDE SPORTS AND RECREATION, INC.
C/O WIND POINT PARTNERS
676 NORTH MICHIGAN AVENUE, SUITE 3300
CHICAGO, ILLINOIS 60611
(312) 255-4809
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
------------------
WITH A COPY TO:
STEVEN V. NAPOLITANO, ESQ.
KATTEN MUCHIN ZAVIS
525 WEST MONROE
SUITE 1600
CHICAGO, ILLINOIS 60661-3693
(312) 902-5200
================================================================================
<PAGE>
This Amendment amends and supplements and constitutes the final amendment to the
Tender Offer Statement on Schedule 14D-1 filed on December 2, 1999, amended by
Amendment No. 1 filed on January 5, 2000 (collectively, the "Schedule 14D-1") by
Shade Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of
Worldwide Sports and Recreation, Inc. ("Acquisition Sub"), with respect to
Acquisition Sub's offer to purchase all of the outstanding Shares. Capitalized
terms not defined herein have the meanings assigned thereto in the Schedule
14D-1.
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1 is hereby amended and supplemented as follows:
The Offer expired at 12:00 Midnight, New York City time, on Monday,
February 7, 2000.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Schedule 14D-1 is hereby amended as follows:
Schedule A to the Offer to Purchase is amended to include the following text:
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT,
MATERIAL POSITIONS HELD WITHIN THE PAST FIVE YEARS
<S> <C>
Daniel Dallemolle...................... Director of Purchaser since January 2000. Mr. Dallemolle has been the
Worldwide Sports and Recreation, Inc. Chief Operating Officer of Intermatic, Inc. since 1998. Prior to
9200 Cody working at Intermatic, Inc., he worked for various subsidiaries of a predecessor
Overland Park, KS 66214 of Newell Rubbermaid, a multi-national manufacturer and marketer of
high-volume, branded, staple consumer products, from 1987 to 1998,
serving as President of LeeRowan Company from 1995 to 1998, and
President of Anchor Hocking Glass Company from 1992 to 1995.
Jack Hoeft............................. Director of Purchaser since January 2000. Mr. Hoeft is currently a
Worldwide Sports and Recreation, Inc. member of the Supervisory Board of Random House, Inc., and sits on
9200 Cody the Board of Directors of IDG Books and the Keeler Tavern
Overland Park, KS 66214 Preservation Society. Mr. Hoeft is also a Trustee of The University of
Dayton. From 1996 to 1998, he served as Chairman and Chief
Executive Officer of Bantam Doubleday Dell Publishing Group, Inc.
From 1991 to 1996, he served as President and Chief Executive of
Bantam Doubleday Dell Publishing Group, Inc.
</TABLE>
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 is hereby amended and supplemented as follows:
As soon as practicable, Purchaser (i) intends to seek to procure the making
of an application to the American Stock Exchange for the Shares to be delisted
from the American Stock Exchange and (ii) will take measures to cause the
termination of the registration of the Shares under the Exchange Act. Purchaser
will acquire the remaining Shares of the Company pursuant to the Merger.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented as follows:
At 12:00 Midnight, New York City time, on Monday, February 7, 2000, the
Offer expired. Based on preliminary information provided by the Depositary,
Purchaser reported that as of the expiration of the
2
<PAGE>
Offer, 6,482,777 Shares were properly tendered and not withdrawn pursuant to the
Offer. The Shares tendered include 122,406 Shares tendered pursuant to Notices
of Guaranteed Delivery. Purchaser has accepted for payment 6,482,777 Shares at
the purchase price of $5.25 per share in cash and will pay for all such accepted
Shares promptly. As a result of the consummation of the Offer, Purchaser owns
over 91% of the outstanding Shares. A copy of Purchaser's press release
announcing such termination of the tender offer has been filed as Exhibit
(a)(12).
ITEM 10. ADDITIONAL INFORMATION.
Item 10 of the Schedule 14D-1 is hereby amended and supplemented by adding the
following text thereto:
On February 8, 2000, the Company issued a press release which is attached
hereto as Exhibit (a)(12). The information set forth in the press release is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by adding the
following Exhibit:
Exhibit (a)(12) - Press Release, dated February 8, 2000.
3
<PAGE>
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.
Shade Acquisition, Inc.
By: /s/Joseph Messner
-----------------
Name: Joseph Messner
Title: President
Dated: February 8, 2000
4
<PAGE>
EXHIBIT INDEX
Except as noted below, the following exhibits have been previously filed in
connection with this Schedule 14D-1.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
(a)(1) Offer to Purchase, dated December 2, 1999.
(a)(2) Letter of Transmittal.
(a)(3) Letter to brokers, dealers, commercial banks, trust companies and
nominees.
(a)(4) Letter to clients to be used by brokers, dealers, commercial banks,
trust companies and nominees.
(a)(5) Press Release, dated November 15, 1999.
(a)(6) Press Release, dated November 26, 1999.
(a)(7) Form of newspaper advertisement, dated December 2, 1999.
(a)(8) Notice of Guaranteed Delivery.
(a)(9) IRS Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(10) Press Release, dated January 4, 2000.
(a)(11) Form of newspaper advertisement, dated December 2, 1999 (which
replaces Exhibit (a)(7) to this Schedule 14D-1).
(a)(12)* Press Release, dated February 8, 2000.
(b)(1) Credit Agreement dated as of August 5, 1999 by and among Purchaser
and Antares Capital Corporation, as agent for the several lenders.
(b)(2) First Amendment to Credit Agreement and Waiver, dated as of
August 18, 1999 by and between the Purchaser and Antares Capital
Corporation, as agent for the several lenders.
(b)(3) Subordinated Note Purchase Agreement dated as of August 5, 1999
between Purchaser and Northwestern Mutual Life Insurance Company.
(b)(4) First Amendment to Subordinated Note Purchase Agreement dated August
18, 1999 between Purchaser and Northwestern Mutual Life Insurance
Company.
(c)(1) Confidentiality Agreement, dated September 1, 1999 between the
Company and the Purchaser.
(c)(2) Agreement and Plan of Merger, dated as of November 24, 1999, among
the Company, Purchaser and Acquisition Sub.
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
(c)(3) Tender and Voting Agreements, dated as of November 24, 1999, by and
between Purchaser, Acquisition Sub and each of Martin E. Franklin and
Ian G. H. Ashken.
(c)(4) Letter Agreement, dated as of November 24, 1999, by and between the
Company, Acquisition Sub and each of Messrs. Franklin and Ashken
relating to Board membership of Surviving Corporation.
(c)(5) Letter Agreement, dated as of November 24, 1999, by and among the
Company, Marlin Holdings, Inc. and Wind Point Partners amending the
Management Services Agreement.
(c)(6) Amendment to Agreement and Plan of Merger, dated as of January 4,
2000, by and among the Company, Purchaser and Acquisition Sub.
</TABLE>
* Filed herewith.
6
<PAGE>
Exhibit (a)(12)
FOR IMMEDIATE RELEASE
TUESDAY, FEBRUARY 8, 2000
WORLDWIDE SPORTS AND RECREATION, INC. TENDER OFFER FOR
BOLLE INC. CLOSES
Worldwide Sports and Recreation, Inc. today announced that Shade
Acquisition, Inc., its wholly owned subsidiary, has completed its all-cash
tender offer for all of the outstanding shares of common stock of Bolle Inc.
(AmEx: BLE) at $5.25 per share. The tender offer expired at 12:00 midnight, New
York City time, on Monday, February 7, 2000.
Worldwide accepted for payment all of the 6,482,777 shares of Bolle common
stock, representing approximately 91% of the outstanding shares, validly
tendered and not withdrawn prior to the expiration of the offer, including
122,406 shares tendered pursuant to notices of guaranteed delivery.
Worldwide intends to promptly merge Shade Acquisition with and into Bolle.
As a result of the merger, Bolle will become a wholly owned subsidiary of
Worldwide and each remaining outstanding share of Bolle will be converted,
subject to appraisal rights, into the right to receive $5.25 in cash, without
interest.
Worldwide is a branded durable consumer products company based in Kansas
City, Kansas. The Company is a leading supplier of high quality sports optics
including binoculars, telescopes, riflescopes and laser rangefinders marketed
under the Bushnell, Voit and Bausch & Lomb brand names.
Morrow & Co., Inc. (212-754-8000) is acting as the Information Agent for the
tender offer.
For further information please contact:
Richard R. Kracum
Chairman
Worldwide Sports and Recreation, Inc.
Tel: 312-255-4809
