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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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SERENGETI EYEWEAR, INC.
(Name of Subject Company)
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SERENGETI EYEWEAR, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
817498 10 8
(CUSIP Number of Class of Securities)
STEPHEN NEVITT
President
Serengeti Eyewear, Inc.
8125 25th Court East
Sarasota, Florida 34243
(941) 359-3599
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
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WITH A COPY TO:
ROBERT L. WINIKOFF, ESQ.
Cooperman Levitt Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
(212) 688-7000
Fax: (212) 755-2839
/X/ Check this box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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SERENGETI EYEWEAR, INC. ANNOUNCES THE SIGNING OF A DEFINITIVE MERGER
AGREEMENT TO BE ACQUIRED BY AN AFFILIATE OF WORLDWIDE SPORTS AND
RECREATION, INC.
Sarasota, Florida
July 14, 2000
FOR IMMEDIATE RELEASE
SERENGETI EYEWEAR, INC. (OTCBB:SOLR) today announced that it has entered into
a definitive merger agreement with Worldwide Sports and Recreation, Inc.
under which a subsidiary of Worldwide Sports will acquire all of the
outstanding shares of common stock of Serengeti for $3.95 per share in cash.
The agreement also calls for a payment by Worldwide Sports of $22.5 million
for all outstanding shares of Serengeti's preferred stock. The acquisition
will be completed through a cash tender offer followed by a cash merger.
Under the agreement, a subsidiary of Worldwide Sports will commence a tender
offer for all outstanding Serengeti common shares by July 21, 2000. The
acquisition is subject to clearance under the Hart-Scott-Rodino Antitrust Act
as well as other customary conditions.
Worldwide Sports is the parent company of Bushnell Sports Optics and Bolle
Inc. Worldwide Sports is a privately held company funded by Wind Point
Partners, a private equity investment firm.
Stephen "Rusty" Nevitt, President and CEO of Serengeti said: "We believe that
the best interests of all our shareholders will be served by entering into
this agreement. The future growth and value of the Serengeti brand, and its
family of products, will benefit from the worldwide distribution and quality
management at Worldwide Sports, Bushnell and Bolle."
Serengeti Eyewear, Inc. designs, markets and distributes sunglasses targeted
at the premium, general purpose and active lifestyle segments of the sunglass
market. The Company also markets a diversified line of quality sunglasses at
popular prices.
Serengeti Eyewear, Inc. maintains its principal offices at 8125 25th Court
East, Sarasota, Florida 34243. The telephone number is (941) 359-3599.
Statements made herein are forward-looking in nature and are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve risk and uncertainties,
including, but not limited to, the impact of competitive products and pricing
product demand and market acceptance risks or capacity and supply constraints
or difficulties. Further information regarding these and other risks is
described from time to time in the Company's filings with the SEC.
THE TENDER OFFER FOR THE OUTSTANDING SHARES OF SERENGETI EYEWEAR, INC. COMMON
STOCK DESCRIBED IN THIS ANNOUNCEMENT HAS NOT YET COMMENCED. AT THE TIME A
SUBSIDIARY OF WORLDWIDE SPORTS AND RECREATION, INC. COMMENCES ITS OFFER, IT
WILL FILE A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION AND SERENGETI EYEWEAR, INC. WILL FILE A
SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER. SECURITY
HOLDERS SHOULD READ EACH OF THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT WHEN IT IS AVAILABLE BECAUSE EACH
CONTAINS IMPORTANT INFORMATION. INVESTORS CAN GET THE TENDER OFFER STATEMENT
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER
OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT AND OTHER FILED
DOCUMENTS FOR FREE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
WWW.SEC.GOV. AN OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND
CERTAIN OTHER OFFER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION
STATEMENT, WILL BE MADE AVAILABLE TO STOCKHOLDERS OF SERENGETI EYEWEAR, INC.
AT NO EXPENSE TO THEM.
