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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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SERENGETI EYEWEAR, INC.
(Name of Subject Company (Issuer))
SUNSHINE ACQUISITION, INC. AND
WORLDWIDE SPORTS AND RECREATION, INC. (OFFERORS)
(Names of Filing Persons (identifying status
as offeror, issuer or other person))
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COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
817498 10 8
(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
TEL: (312) 255-4809
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
COPY TO:
STEVEN V. NAPOLITANO, ESQ.
KATTEN MUCHIN ZAVIS
525 WEST MONROE
SUITE 1600
CHICAGO, ILLINOIS 60661-3693
TEL: (312) 902-5200
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CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee*
$32,764,831 $6,553
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* For the purpose of calculating the filing fee only. This calculation
assumes the purchase of (i) 2,384,000 shares of Common Stock, par value
$0.001 per share ("Shares") at a price per Share of $3.95, (ii) 905,000
Shares which are subject to outstanding options at a price per Share of
$3.95 less the exercise price of such options, (iii) 8,513 shares of
Series A Preferred Stock, par value $0.001 per share, 8,435 shares of
Series B Preferred Stock, par value $0.001 per share, and 8,435 shares of
Series C Preferred Stock, par value $0.001 per share, for aggregate
consideration of $22,500,000. Except for warrants to purchase 975,000
Shares (which warrants shall at the Effective Time of the Merger become
the right to receive $3.95 per Share upon payment by the holders of such
warrants of the exercise price for such warrants), such number of Shares,
options and preferred shares represent all of the securities of the
Subject Company outstanding as of July 19, 2000. The amount of the filing
fee, calculated in accordance with Rule 0-11(d) under the Securities
Exchange Act of 1934, as amended, equals 1/50 of one percent of the value
of the securities of the Subject Company to be purchased.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $6,553
Filing Party: Sunshine Acquisition, Inc.
Form or Registration No.: Schedule TO
Date Filed: July 20, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 amends and supplements the Schedule TO filed
with the Securities Exchange Commission on July 20, 2000, as amended by
Amendment No. 1 to such Schedule filed with the SEC on August 11, 2000 (as so
amended, the "Schedule TO") by Sunshine Acquisition Inc., a New York
corporation (the "Purchaser") and a wholly owned subsidiary of Worldwide
Sports and Recreation, Inc., a Delaware corporation (the "Parent"), to
purchase all of the issued and outstanding shares (the "Shares") of common
stock, par value $0.001 per share (the "Common Stock"), of Serengeti Eyewear,
Inc., a New York corporation (the "Company"), at a purchase price of $3.95
per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
July 20, 2000 (the "Offer to Purchase"), a copy of which is attached to the
Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal
(the "Letter of Transmittal"), a copy of which is attached to the Schedule TO
as Exhibit (a)(1)(B) (which, together with the Offer to Purchase, as amended
or supplemented from time to time, constitute the "Offer"). Capitalized terms
used and not defined herein shall have the meanings ascribed to such terms in
the Offer to Purchase or in the Schedule TO.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 6 of the Schedule TO is hereby amended as follows:
The information set forth in Section 15 ("Certain Conditions of the
Offer") of the Offer to Purchase is amended by revising the first sentence of
the second full paragraph on page 39 thereof to read in its entirety as follows:
The foregoing conditions are for the benefit of Parent and
Purchaser and may, subject to the terms and conditions of the
Merger Agreement, be waived by Parent and Purchaser in whole
or in part at any time and from time to time prior to the
expiration of the Offer.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by
addition of the following exhibit:
(d)(8) Amendment No. 2 to Agreement and Plan of Merger, dated August 15, 2000,
by and among the Company, Parent and Purchaser.
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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.
Worldwide Sports and Recreation, Inc.
By: /s/ Richard Kracum
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Name: Richard Kracum
Title: Chairman
Sunshine Acquisition, Inc.
By: /s/ Richard Kracum
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Name: Richard Kracum
Title: Chairman
August 16, 2000
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