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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SERENGETI EYEWEAR, INC.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
817498 10 8
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(CUSIP Number)
Richard R. Kracum
Chairman
Worldwide Sports and Recreation, Inc.
c/o Wind Point Partners
676 North Michigan Avenue
Suite 3300
Chicago, IL 60611
Tel: (312) 255-4800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 14, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 817498 10 8 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sunshine Acquisition, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
1,210,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,210,000
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 1,210,000
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10 SHARED DISPOSITIVE POWER
1,210,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,210,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.8%
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14 TYPE OF REPORTING PERSON*
CO
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Schedule 13D") relates to shares
of Common Stock, par value $0.001 per share (the "Common Stock"), of Serengeti
Eyewear, Inc., which has its principal executive office at 8125 25th Court East,
Sarasota, Florida 34243.
ITEM 2. IDENTITY AND BACKGROUND
The information required by this Item is included in Section 8
("Certain Information Concerning Parent and Purchaser") and in Schedule I to
Sunshine Acquisition, Inc.'s Offer to Purchase dated July 20, 2000 (the "Offer
to Purchase") which is attached as Exhibit 1 hereto and is incorporated herein
by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information required by this Item is included in Section 9 ("Source
and Amount of Funds") to the Offer to Purchase which is attached as Exhibit 1
hereto and is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
The information required by this Item is included in Section 12,
("Purpose of the Offer and the Merger; Plans for the Company") to the Offer to
Purchase which is attached as Exhibit 1 hereto and is incorporated herein by
reference.
ITEM 5. INTERESTS IN SECURITIES OF ISSUER
The information required by this Item is included in Section 8
("Certain Information Concerning Parent and Purchaser") to the Offer to Purchase
which is attached as Exhibit 1 hereto and is incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The information required by this Item is included in Section 10
("Background of the Offer and the Merger; Past Contacts or Negotiations with the
Company") to the Offer to Purchase which is attached as Exhibit 1 hereto and is
incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit 1 Offer to Purchase, dated July 20, 2000 incorporated herein
by reference to Exhibit (a)(1)(A) to the Schedule TO filed by
Sunshine Acquisition, Inc. ("Purchaser") on July 20, 2000 (the
"Schedule TO").
Page 3 of 5
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Exhibit 2 Agreement and Plan of Merger, dated July 14, 2000, by and
among Serengeti Eyewear, Inc. (the "Company"), Worldwide
Sports and Recreation, Inc. ("Parent") and Purchaser
incorporated by reference to Exhibit (d)(1) to the Schedule
TO.
Exhibit 3 Letter of Commitment dated as of July 13, 2000 between Wind
Point Partners IV, L.P. and Parent incorporated by
reference to Exhibit (b)(3) to the Schedule TO.
Exhibit 4 Letter of Commitment dated as of July 12, 2000 between
Antares Capital Corporation and Parent incorporated by
reference to Exhibit (b)(4) to the Schedule TO.
Exhibit 5 Form of Tender and Voting Agreement, dated as of July 14,
2000, by and between Parent, Purchaser, the Company and each
of Stephen Nevitt, Michael Guccione, Milton Nevitt, Joseph
Feldman and the Nevitt Family Trust incorporated by
reference to Exhibit (d)(3) to the Schedule TO.
Page 4 of 5
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Signature
After reasonable inquiry to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 24, 2000
SUNSHINE ACQUISITION, INC.
/s/ Richard Kracum
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Name: Richard Kracum
Title: Chairman
