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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
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TENDER OFFER STATEMENT PURSUANT
TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
675 NORTH MICHIGAN AVENUE, SUITE 3300
CHICAGO, ILLINOIS 60611
(312) 255-4820
WITH A COPY TO:
STEVEN V. NAPOLITANO, ESQ.
KATTEN MUCHIN ZAVIS
525 WEST MONROE
SUITE 1600
CHICAGO, ILLINOIS 60661-3693
(312) 902-5200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
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This Amendment amends the Tender Offer Statement on Schedule 14D-1 filed on
December 2, 1999 (the "Schedule 14D-1") by Shade Acquisition, Inc., a Delaware
corporation and a wholly owned subsidiary of Worldwide Sports and Recreation,
Inc., a Delaware corporation, 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 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4 of the Schedule 14D-1 is hereby amended and supplemented by adding the
following text thereto:
On January 4, 2000, the Company, Purchaser, and Acquisition Sub executed
the First Amendment to Agreement and Plan of Merger (the "First Amendment"),
amending the Merger Agreement. Among other things, the First Amendment extended
the Financing Condition Termination Date from January 15, 1999 to February 7,
2000 (as defined in the Merger Agreement). The First Amendment is attached
hereto as Exhibit (c)(6), and the information set forth in the First Amendment
is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 of the Schedule 14D-1 is hereby amended and supplemented by adding the
following text thereto:
On January 4, 2000, the Company and the Purchaser issued a joint press
release which is attached hereto as Exhibit (a)(10). The information set forth
in the press release is incorporated herein by reference.
The informaton set forth in Section 16 of the Offer to Purchase is amended
to include the following:
The waiting period under the HSR Act applicable to the Offer expired on
December 22, 1999.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by adding the
following Exhibits:
Exhibit (a)(10) - Press Release, dated January 4, 2000.
Exhibit (c)(6) - First Amendment to Agreement and Plan of Merger, dated as
of January 4, 2000 by and among the Company, Purchaser, and Acquisition
Sub.
2
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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.
Shade Acquisition, Inc.
By: /s/Joseph Messner
___________________________
Name: Joseph Messner
Title: Vice President
Dated: January 5, 2000
3
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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).
(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.
(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.
</TABLE>
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*Filed herewith.
4
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<TABLE>
<CAPTION>
<S> <C>
(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>
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*Filed herewith.
5
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Exhibit (a)(10)
WORLDWIDE SPORTS AND RECREATION, INC. EXTENDS TENDER OFFER Page: 1
FOR COMMON STOCK OF BOLLE INC. UNTIL 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, FEBRUARY 7, 2000
FOR: Bolle Inc.
APPROVED BY: Martin E. Franklin
Chairman of the Board
Bolle Inc.
914-967-9400
Richard R. Kracum
Chairman
Worldwide Sports and Recreation, Inc.
312-255-4820
FOR IMMEDIATE RELEASE CONTACT: Investor Relations:
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Shannon Moody/Natasha Boyden
Press: David Nugent/Ellen Paz
Morgen-Walke Associates
212-850-5600
WORLDWIDE SPORTS AND RECREATION, INC. EXTENDS TENDER OFFER
FOR COMMON STOCK OF BOLLE INC. UNTIL 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, FEBRUARY 7, 2000
Denver, Colorado and Kansas City, Kansas - January 4, 2000, Worldwide
Sports and Recreation, Inc. and Bolle Inc. today announced that Shade
Acquisition, Inc., Worldwide Sports' wholly owned subsidiary, has extended its
tender offer to acquire at $5.25 net per share in cash all of the outstanding
shares of common stock of Bolle Inc. (Amex: BLE). The tender offer had
previously been scheduled to expire at 12:00 midnight New York City time on
Tuesday, January 4, 2000. Worldwide Sports and Bolle also announced today that
the Merger Agreement by and among Worldwide Sports, Shade Acquisition and Bolle
had been amended to extend the date by which Shade Acquisition shall have
obtained sufficient financing to consummate the merger to February 7, 2000. As
of 5:00 p.m., New York City time on January 4, 2000, approximately 6,207,634
shares of Bolle common stock representing approximately 87% of the total
outstanding shares had been validly tendered and not withdrawn pursuant to the
tender offer.
Morrow & Co., Inc. (212-754-8000) is acting as the Information Agent for
the tender offer.
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WORLDWIDE SPORTS AND RECREATION, INC. EXTENDS TENDER OFFER Page: 2
FOR COMMON STOCK OF BOLLE INC. UNTIL 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, FEBRUARY 7, 2000
Bolle Inc. (Amex: BLE), is a vertically integrated designer, manufacturer
and marketer of
~ more ~
Bolle(R) branded eyewear, including Bolle(R) premium sunglasses, goggles,
and tactical and safety eyewear. Bolle is also the exclusive North American
distributor of the Reusch line of winter gloves for sports.
Worldwide Sports & Recreation Inc. is a branded durable consumer products
company based in Kansas City, Kansas. Worldwide Sports is a leading supplier of
high quality sports optics including binoculars, telescopes, riflescopes and
laser range finders marketed under the Bushnell, Voit and Bausch & Lomb brand
names.
Forward-looking statements (statements which are not historical facts) in this
release are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Bolle Inc.'s actual results could
differ materially from those expressed or indicated by forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, changes in fashion trends, risks relating to the retail
industry, use of contract manufacturing and foreign sourcing, import
restrictions, competition, seasonality and other factors. Investors are
cautioned that all forward-looking statements involve risks and uncertainties,
including those risks and uncertainties detailed in the Company's filings with
the Securities and Exchange Commission.
# # #
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Exhibit (a)(11)
This announcement is neither an Offer to purchase nor a solicitation of an Offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase, dated December 2, 1999, and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares. The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Shares in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with the laws
of such jurisdiction. In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer will be deemed to be made on behalf of Purchaser (as defined below) by one
or more registered brokers or dealers that are licensed under the laws of such
jurisdiction.
Notice of Offer to Purchase for Cash All of the Outstanding Shares of Common
Stock of Bolle Inc. at $5.25 Net Per Share by Shade Acquisition, Inc. a wholly
owned subsidiary of Worldwide Sports and Recreation, Inc. a company controlled
by Wind Point Partners
Shade Acquisition, Inc., a Delaware corporation ("Acquisition Sub") which is a
wholly owned subsidiary of Worldwide Sports and Recreation, Inc., a Delaware
corporation ("Purchaser"), is offering to purchase all of the outstanding shares
of Common Stock, par value $0.01 per share (the "Common Stock"), of Bolle Inc.,
a Delaware corporation (the "Company") (the "Shares"), at $5.25 per Share, net
to the seller in cash (such price, or any such higher price per Share as may be
paid in the Offer (as defined below), being referred to herein as the "Offer
Price"), on the terms and subject to the conditions set forth in the Offer to
Purchase, dated December 2, 1999 (together with any amendments or supplements
thereto, the "Offer to Purchase"), and in the related Letter of Transmittal
(which collectively, together with any amendments or supplements thereto,
constitute the "Offer"). Tendering stockholders will not be obligated to pay
brokerage fees or commissions or, subject to instruction 6 of the Letter of
Transmittal, transfer taxes on the
<PAGE>
purchase of Shares by Acquisition Sub pursuant to the Offer. The purpose of the
Offer is to acquire for cash as many outstanding Shares as possible as a first
step in acquiring the entire equity interest in the Company. Following the
consummation of the Offer, Purchaser intends to effect the Merger described
below.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, JANUARY 4, 2000, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the expiration of the Offer a number of
Shares which, together with any Shares owned by Purchaser, Acquisition Sub or
any of their affiliates, constitutes more than 90% of the aggregate outstanding
Shares (including any Shares outstanding as of the consummation of the Offer
that have been issued upon the exercise of options to purchase, and the
conversion or exchange of all securities convertible or exchangeable into,
Shares) of all the securities of the Company and (ii) Purchaser having obtained
sufficient financing, on terms and conditions satisfactory to Purchaser to
enable consummation of the Offer and the Merger. The Offer is also subject to
certain other conditions described in Section 14 of the Offer to Purchase.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of
November 24, 1999 (the "Merger Agreement"), among Purchaser, Acquisition Sub and
the Company, pursuant to which, after the completion of the Offer, Acquisition
Sub will be merged with and into the Company (the "Merger") and each Share
issued and outstanding immediately prior to the Effective Time (as defined in
the Merger Agreement) (other than Shares owned by the Company or any of its
subsidiaries, Purchaser, Acquisition Sub or any of their affiliates or Shares
that are held by stockholders exercising appraisal rights pursuant to Section
262 of the Delaware General Corporation Law) shall, by virtue of the Merger and
without any action on the part of the holder thereof, be converted into the
right to receive, without interest, the Offer Price. As a result of the Merger,
the Company will become a wholly owned subsidiary of Purchaser. The Merger
Agreement is more fully described in Section 12 of the Offer to Purchase.
The Board of Directors of the Company has determined that the Offer and the
Merger are fair to and in the best interests of the Company and its stockholders
and has approved the Offer and the Merger Agreement and recommends that the
Company's stockholders accept the Offer and tender their shares pursuant to the
Offer.
For purposes of the Offer, Acquisition Sub will be deemed to have accepted for
payment Shares validly tendered and not withdrawn as, if and when Acquisition
Sub gives oral or written notice to First Chicago Trust Company of New York (the
"Depositary") of its acceptance for payment of such Shares pursuant to the
Offer. Payment for Shares accepted for payment pursuant to the Offer will be
made by deposit of the purchase price therefor with the Depositary, which will
act as agent
<PAGE>
for the tendering stockholders for the purpose of receiving payments from
Acquisition Sub and transmitting such payments to the tendering stockholders.
Under no circumstances will interest on the Offer Price be paid, regardless of
any delay in making such payment.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (i) certificates for
such Shares or a confirmation of the book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company pursuant to the procedures
set forth in Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal
(or a facsimile thereof), properly completed and duly executed, with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message (as defined in Section 3 of the Offer to Purchase) in lieu of
the Letter of Transmittal) and (iii) any other documents required by the Letter
of Transmittal.
Subject to the terms of the Merger Agreement and the applicable rules and
regulations of the Securities and Exchange Commission, Acquisition Sub expressly
reserves the right, in its sole discretion, at any time or from time to time, to
extend the period of time during which the Offer is open by giving oral or
written notice of such extension to the Depositary. Any such extension will be
followed as promptly as practicable by public announcement thereof, such
announcement to be issued no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled expiration date of the Offer.
During any such extension, all Shares previously tendered and not withdrawn will
remain subject to the Offer, subject to the right of a tendering stockholder to
withdraw such stockholder's Shares.
Tenders of Shares made pursuant to the Offer are irrevocable except that Shares
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase) and, unless
theretofore accepted for payment by Acquisition Sub pursuant to the Offer, may
also be withdrawn at any time after January 31, 2000.
For a withdrawal to be effective, a written, telegraphic, telex or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of the Offer to Purchase. Any
such notice of withdrawal must specify the name of the person having tendered
the Shares to be withdrawn, the number of Shares to be withdrawn and the names
in which the certificate(s) evidencing the Shares to be withdrawn are
registered, if different from that of the person who tendered such Shares. The
signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution (as defined in Section 3 of the Offer to Purchase), unless such
Shares have been tendered for the account of any Eligible Institution. If Shares
have been tendered pursuant to the procedures for book-entry tender as set forth
in Section 3 of the Offer to Purchase, any notice of withdrawal must specify the
name and number of the account at the Depository Institution (as defined in
Section 2 of the Offer to Purchase) to be credited with the withdrawn Shares. If
certificates for Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, then prior to the physical release of such
certificates, the name of the registered holder and the serial
<PAGE>
numbers shown on such certificates must also be furnished to the Depositary as
aforesaid prior to the physical release of such certificates. All questions as
to the form and validity (including time of receipt) of any notice of withdrawal
will be determined by Acquisition Sub, in its sole discretion, which
determination shall be final and binding. None of Purchaser, Acquisition Sub,
the Depositary, the Information Agent, or any other person will be under any
duty to give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give such notification.
Withdrawals of tenders of Shares may not be rescinded, and any Shares properly
withdrawn will be deemed not to have been validly tendered for purposes of the
Offer. However, withdrawn Shares may be retendered by following one of the
procedures described in Section 3 of the Offer to Purchase at any time prior to
the Expiration Date.
The information required to be disclosed by paragraph (e)(1)(vii) of Rule
14d-6 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended, is contained in the Offer to Purchase and is incorporated
herein by reference.
The Company has provided Acquisition Sub with the Company's stockholder list and
security position listings for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase and the Letter of Transmittal and, if required,
other relevant materials, will be mailed by Acquisition Sub to record holders of
Shares and will be furnished to brokers, dealers, commercial banks, trust
companies and similar persons whose names, or the names of whose nominees,
appear on the Company's stockholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of shares.
The Offer to Purchase and the Letter of Transmittal contain important
information which should be read carefully before any decision is made with
respect to the Offer.
Questions and requests for assistance may be directed to the Information Agent
at its address and telephone number set forth below. Requests for additional
copies of the Offer to Purchase, the related Letter of Transmittal and other
tender offer materials may be directed to the Information Agent or to brokers,
dealers, commercial banks or trust companies. Such additional copies will be
furnished at Acquisition Sub's expense. Acquisition Sub will not pay any fees or
commissions to any broker or dealer or any other person for soliciting tenders
of Shares pursuant to the Offer.
The Information Agent for the Offer is:
MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, NY 10022
Banks and Brokerage Firms Call: (800) 662-5200
Shareholders Please Call: (800) 566-9061
December 2, 1999
<PAGE>
Exhibit (c)(6)
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"),
dated as of January 4, 2000, is by and among Worldwide Sports and Recreation,
Inc., a Delaware corporation ("Purchaser"), Shade Acquisition, Inc., a newly
formed Delaware corporation and a wholly owned Subsidiary of Purchaser
("Acquisition Sub"), and Bolle Inc., a Delaware corporation (the "Company").
WHEREAS, Purchaser, Acquisition Sub and the Company are parties to that
certain Agreement and Plan of Merger, dated as of November 24, 1999 (the "Merger
Agreement"); and
WHEREAS, Purchaser, Acquisition Sub and the Company desire to amend the
Merger Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements herein contained, and intending to be
legally bound hereby, Purchaser, Acquisition Sub and the Company hereby agree as
follows:
1. Clause A of Section 8.3(c) of the Merger Agreement is amended and
restated to read in its entirety as follows: "(A) Section 8.1(d) in connection
with, or as a result of, the failure to satisfy the Indebtedness Condition or
the occurrence of a Company Material Adverse Effect, or".
2. Section 9.01 of the Merger Agreement is hereby amended by deleting the
date "January 15, 2000" and inserting in its place "February 7, 2000".
3. Upon the effectiveness of this Amendment, each reference in the Merger
Agreement to "this Agreement", "hereunder", "hereof", "herein", or words of like
import shall mean and be a reference to the Merger Agreement as amended hereby,
and each reference to the Merger Agreement in any other document, instrument or
agreement shall mean and be a reference to the Merger Agreement as amended
hereby.
4. Except as specifically amended hereby, the Merger Agreement shall
remain in full force and effect and is hereby ratified and confirmed.
5. This Amendment may be executed in counterparts, each of which will be
deemed to be an original and both of which together will be deemed to constitute
but one and the same instrument.
6. This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to the principles of conflicts
of law thereof.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be duly executed on its behalf as of the day and year first above written.
BOLLE INC.
By: /s/ Ian Ashken
----------------------------------
Name: Ian Ashken
--------------------------
Title: Vice Chairman
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WORLDWIDE SPORTS AND RECREATION, INC.
By: /s/ Joseph Messner
---------------------------------
Name: Joseph Messner
--------------------------
Title: President and CEO
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SHADE ACQUISITION, INC.
By: /s/ Joseph Messner
----------------------------------
Name: Joseph Messner
--------------------------
Title: Vice President
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