-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IrZS7GWxOHBuLoF304MFm+xZ4KcWRntbUAL1SGL6CIc7xgUHzzv9JZuoXfyo0X9X fvo6HIHFwL+sKYhNhwo2Bw== /in/edgar/work/20000718/0000912057-00-032260/0000912057-00-032260.txt : 20000920 0000912057-00-032260.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-032260 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000718 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SERENGETI EYEWEAR INC CENTRAL INDEX KEY: 0000940183 STANDARD INDUSTRIAL CLASSIFICATION: [3851 ] IRS NUMBER: 112396918 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: SEC FILE NUMBER: 005-50407 FILM NUMBER: 674446 BUSINESS ADDRESS: STREET 1: 8125 25TH COURT E CITY: SARASOTA STATE: FL ZIP: 34243 BUSINESS PHONE: 9413593599 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NNEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: SOLAR MATES INC DATE OF NAME CHANGE: 19960530 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUNSHINE ACQUISITION INC CENTRAL INDEX KEY: 0001079089 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 133948208 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: SFX ENTERTAINMENT INC STREET 2: 650 MADISON AVENUE 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128383100 SC TO-C 1 scto-c.txt SC TO-C PRELIMINARY COMMUNICATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------- SERENGETI EYEWEAR, INC. (Name of Subject Company (Issuer)) SUNSHINE ACQUISITION, INC. (Name of Filing Person (identifying status as offeror)) -------------- 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 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: [ ] WIND POINT PARTNERS 676 North Michigan Avenue Suite 3300 Chicago, IL 60611 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 RJV@WPPARTNERS.COM GODONOGHUE@FRB.BSMG.COM
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. 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. ### -----END PRIVACY-ENHANCED MESSAGE-----