OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
OF
SERENGETI EYEWEAR, INC.
AT
$3.95 NET PER SHARE
BY
SUNSHINE ACQUISITION, INC.
A WHOLLY OWNED SUBSIDIARY OF
WORLDWIDE SPORTS AND RECREATION, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, AUGUST 16, 2000 UNLESS THE OFFER IS EXTENDED
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We are writing to you in connection with the offer by Sunshine
Acquisition, Inc., a New York corporation ("Purchaser") and a wholly owned
subsidiary of Worldwide Sports and Recreation, Inc., a Delaware corporation
("WSR"), to purchase any and all outstanding shares of Common Stock, par value
$0.001 per share (the "Shares"), of Serengeti Eyewear, Inc., a New York
corporation (the "Company"), at a 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"),
and in the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer") enclosed herewith. The
Offer is being made in connection with the Agreement and Plan of Merger, dated
as of July 14, 2000 (the "Merger Agreement"), among WSR, Purchaser and the
Company. Holders of Shares whose certificates for such Shares (the
"Certificates") are not immediately available or who cannot deliver their
Certificates and all other required documents to First Chicago Trust Company of
New York (the "Depositary") or complete the procedures for book-entry transfer
prior to the Expiration Date (as defined under Section 1 of the Offer to
Purchase) must tender their Shares according to the guaranteed delivery
procedures set forth under Section 2 of the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares in your name or in the name of your nominee.
Enclosed for your information and for forwarding to your clients are copies
of the following documents:
1. The Offer to Purchase dated July 20, 2000;
2. The Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal
may be used to accept the Offer;
3. A printed form of letter which may be sent to your clients for whose
account you hold Shares in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
4. A Notice of Guaranteed Delivery to be used to accept the Offer if
Certificates are not immediately available or if the procedure for
book-entry transfer cannot be completed on a timely basis;
5. Guidelines of the Internal Revenue Service for certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. A return envelope addressed to First Chicago Trust Company of New
York, the Depositary.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible. Neither WSR nor Purchaser will pay any fees or commissions
to any
broker or dealer or any other person (other than the Information Agent) for
soliciting tenders of Shares pursuant to the Offer. You will be reimbursed by
the Purchaser for customary mailing expenses incurred by you in forwarding any
of the enclosed materials to your clients. The Purchaser will pay or cause to be
paid any stock transfer taxes payable on the sale and transfer of Shares to it
or its order, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME, ON WEDNESDAY, AUGUST 16, 2000 UNLESS
THE OFFER IS EXTENDED.
Please note the following:
1. The tender price is $3.95 per Share, net to the seller in cash,
without interest.
2. The Offer is being made for any and all of the outstanding Shares.
3. Tendering stockholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the transfer of Shares pursuant to the
Offer. However, federal income tax backup withholding at a rate of 31% may
be required unless an exemption is available or unless the required taxpayer
identification information is provided. See "Important Tax Information" of
the Letter of Transmittal.
4. The board of directors of the Company (the "Company Board") has by
vote of those present determined that the Offer and the Merger (as defined
in the Offer to Purchase) are fair and in the best interests of the Company.
The Company Board has approved the Offer and the Merger and declared their
advisability. The Company Board has also recommended that the stockholders
of the Company accept the Offer and tender their Shares.
5. Notwithstanding any other provision of the Offer, payment for Shares
accepted for payment pursuant to the Offer will in all cases be made only
after timely receipt by the Depositary of (a) Certificates pursuant to the
procedures set forth in Section 2 of the Offer to Purchase or a timely
book-entry confirmation with respect to such Shares, (b) a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) with any required signature guarantees or an Agent's
Message (as defined in the Offer to Purchase) in connection with a
book-entry delivery of Shares, and (c) any other documents required by the
Letter of Transmittal. Accordingly, tendering stockholders may be paid at
different times depending upon when Certificates or book-entry confirmations
are actually received by the Depositary.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof) with
any signature guarantees or an Agent's Message in connection with book-entry
delivery of Shares, and, if necessary, any other required documents should be
sent to the Depositary and (ii) either Certificates should be delivered to the
Depositary, or such Shares should be tendered by book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility (as described in the
Offer to Purchase), all in accordance with the instructions set forth in the
Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Certificates or other required documents to the Depositary prior
to the expiration of the Offer or to comply with the book-entry transfer
procedures on a timely basis, a tender may be effected by following the
guaranteed delivery procedures specified in Section 2 of the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed to
the Information Agent at the address and telephone number set forth on the back
cover page of the Offer to Purchase.
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Additional copies of the above documents may be obtained from the
Information Agent, at the address and telephone number set forth on the back
cover of the Offer to Purchase.
Very truly yours,
SUNSHINE ACQUISITION, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY PERSON THE AGENT OF THE PURCHASER, WSR, THE COMPANY OR THE DEPOSITARY, OR
AS AGENT OF ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON
TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO, OR USE ANY
DOCUMENT IN CONNECTION WITH, THE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL AND THE DOCUMENTS INCLUDED
HEREWITH.
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