<PAGE>
PRELIMINARY COMMUNICATION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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SERENGETI EYEWEAR, INC.
(Name of Subject Company (Issuer))
SUNSHINE ACQUISITION, INC.
(Name of Filing Person (identifying
status as offeror))
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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 number of person authorized
to receive notices and communications on behalf of filing person)
COPY TO:
STEVEN V. NAPOLITANO, ESQ.
KATTEN MUCHIN ZAVIS
525 WEST MONROE
SUITE 1600
CHICAGO, ILLINOIS 60661-3693
TEL: (312) 902-5200
<PAGE>
CALCULATION OF FILING FEE
Transaction valuation Amount of filing fee
N/A N/A
--------------------------------------------------------
[ ] 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: None
Filing Party: Not Applicable
Form or Registration No.: Not Applicable
Date Filed: Not Applicable
[X] 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: [ ]
<PAGE>
WIND POINT PARTNERS
676 North Michigan Avenue
Suite 3300
Chicago, IL 60611
<TABLE>
<S> <C> <C>
AT WIND POINT PARTNERS: AT BUSHNELL: AT THE FINANCIAL RELATIONS BOARD:
Rebecca Vanderlake Joseph Messner Gillian O'Donoghue
Communications Manager Chief Executive Officer Media Contact
(312) 255-4805 (913) 752-6195 (312) 640-6689
[email protected] [email protected]
</TABLE>
BUSHNELL SPORTS OPTICS SIGNS
MERGER AGREEMENT WITH SERENGETI EYEWEAR
CHICAGO, IL, JULY 17, 2000 - Bushnell Sports Optics, an operating name of
Worldwide Sports & Recreation, today announced the signing of a definitive
merger agreement with Serengeti Eyewear, Inc. (OTC:SOLR), a leading
distributor of premium sunglasses. Under this agreement, subject to certain
conditions, Bushnell will acquire, through a wholly-owned newly incorporated
acquisition subsidiary, all of the outstanding common shares of Serengeti
Eyewear, Inc. for $3.95 per share in cash. The acquisition will be completed
through a cash tender offer, followed by a cash merger. The tender offer is
expected to close by the end of the third quarter, 2000. Bushnell is a
privately held company funded by Wind Point Partners, a private equity
investment firm.
In February 2000, Bushnell acquired Bolle Inc., a leading sports
sunglass brand. Joe Messner, CEO of Bushnell Sports Optics commented, "The
acquisition of Serengeti is the next step in Bushnell's expansion into the
premium sunglass market. Serengeti is an exciting addition to Bushnell's
portfolio of global consumer brand names, which already includes Bushnell,
Bolle and Bausch & Lomb. We believe that this acquisition is a great
strategic fit and that the leveraging of our multi-channel global
distribution network will provide the basis for considerable growth in the
future."
Rich Kracum, managing director at Wind Point Partners said, "We are excited
about the acquisition of Serengeti and its combination with the Bolle product
line. The world class Bushnell management team assembled by Joe Messner and Wind
Point Partners is doing an excellent job of identifying, pursuing and
integrating acquisitions that will propel the company's growth and value."
ABOUT BUSHNELL SPORTS OPTICS
Bushnell Sports Optics is a global manufacturer and marketer of branded
consumer products based in Overland Park, Kansas. Bushnell is a leading
supplier of high quality sports optics including binoculars, telescopes,
riflescopes, night vision, ski goggles, laser rangefinders, sunglasses and
safety glasses marketed under the Bushnell, Bolle, and Bausch & Lomb brand
names.
<PAGE>
ABOUT SERENGETI EYEWEAR
Serengeti Eyewear designs, markets and distributes branded premium
sunglasses. Major premium brands include Serengeti Drivers, Serengeti Kinetix
and H2Optix. Serengeti's non-premium brands include Solar*X, Sensor-X, Grafix
and Mach 1. The Serengeti lens is recognized worldwide as a leading
high-performance lens and receives strong support from sunglass retailers and
distributors worldwide.
ABOUT WIND POINT PARTNERS
Wind Point Partners is a private equity investment firm with offices in
Chicago and Southfield, Michigan. Established in 1983, Wind Point has
successfully invested over $500 million in more than 70 privately held
companies. Wind Point focuses on partnering with world class executives to build
outstanding companies via acquisition and organic growth.
AT THE TIME A SUBSIDIARY OF BUSHNELL COMMENCES ITS OFFER, IT WILL FILE A
TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND
SERENGETI 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 THEY ARE AVAILABLE BECAUSE
THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION. INVESTORS CAN GET THE TENDER
OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND OTHER OFFER DOCUMENTS) 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 SHAREHOLDERS OF SERENGETI, AT NO EXPENSE TO THEM.
Bausch & Lomb is a registered trademark of and used under license from Bausch
& Lomb, Inc.
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