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 our Clients:
Enclosed for your consideration are an Offer to Purchase dated July 20, 2000
(the "Offer to Purchase"), and the related Letter of Transmittal relating to an
offer by Sunshine Acquisition, Inc., a New York corporation (the "Purchaser"),
and a wholly owned subsidiary of Worldwide Sports and Recreation, Inc., a
Delaware corporation, to purchase all of the 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 purchase price of $3.95 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer"). We are (or our nominee is) the holder of record of Shares held by us
for your account. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER
OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all of such Shares held by us for your account, pursuant to the
terms and conditions set forth in the Offer to Purchase.
Your attention is invited to the following:
1. The tender price is $3.95 per Share, net to you in cash, without
interest.
2. The Offer is being made for all of the outstanding Shares.
3. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON AUGUST 16, 2000 UNLESS THE OFFER IS EXTENDED.
4. The Offer is conditioned upon, among other things, (i) there being
validly tendered and not withdrawn prior to the expiration date of the Offer
that number of Shares representing at least 90% of all Shares that are
outstanding as of the consummation of the Offer (the "Minimum Condition"),
(ii) the expiration or termination of any applicable waiting periods under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act") and (iii) Purchaser having obtained sufficient financing, on
terms, and conditions satisfactory to Purchaser, to enable consummation of
the Offer and the Merger. The Offer is also subject to other terms and
conditions. See Section 15.
5. 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 purchase of Shares pursuant to the
Offer. However, federal income tax backup withholding at a rate of 31% may
be required, unless an exemption is provided or unless the required taxpayer
identification information is provided. (See "Important Tax Information" of
the Letter of Transmittal).
6. The Board of Directors of the Company has (1) approved the Merger
Agreement, the Offer and the Merger, (2) determined that the Offer and the
Merger and the transactions contemplated in the Merger Agreement are in the
best interests of Serengeti and the holders of Shares and are fair to the
holders of Shares, and (3) recommended that holders of Shares accept the
Offer and, if required by applicable law, approve the Merger.
7. 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 for Shares
pursuant to the procedures set forth in Section 2 of the Offer to Purchase,
or timely book-entry confirmation with respect to such Shares, (b) the
Letter of Transmittal (or a manually signed facsimile thereof), properly
completed and duly executed, with any required signature guarantees or, in
the case of a book-entry transfer, an Agent's Message (as defined in
Section 2 of the Offer to Purchase), and (c) any other documents required by
the Letter of Transmittal. Accordingly, payment may not be made to all
tendering stockholders at the same time depending upon when certificates
representing Shares or book-entry confirmations are actually received by the
Depositary.
If you wish to have us tender any or all of the Shares held by us for your
account, please instruct us by completing, executing and returning to us the
instruction form contained in this letter. If you authorize us to tender your
Shares, all such Shares will be tendered unless otherwise specified in such
instruction form. YOUR INSTRUCTION SHOULD BE FORWARDED TO US IN AMPLE TIME TO
PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE
OFFER.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. The Offer is not being
made to, nor will tenders be accepted from, or on behalf of holders of Shares
residing in any jurisdiction in which the making or acceptance thereof would not
be in compliance with the laws of such jurisdiction.
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
OF
SERENGETI EYEWEAR, INC.
The undersigned acknowledge(s) receipt of your letter enclosing the Offer to
Purchase dated July 20, 2000 (the "Offer to Purchase") and the related Letter of
Transmittal pursuant to an offer by Sunshine Acquisition, Inc., a New York
corporation, to purchase all of the outstanding shares of common stock, par
value $0.001 per share (the "Shares") of Sunshine, Inc., a New York corporation.
This will instruct you to tender the number of Shares indicated below (or,
if no number is indicated below, all Shares which are held by you for the
account of the undersigned), upon the terms and subject to the conditions set
forth in the Offer to Purchase and in the related Letter of Transmittal
furnished to the undersigned.
Number of Shares to be tendered SIGN HERE
Shares**
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Signature
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Please print name(s)
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Address
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Area Code and Telephone Number
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Tax Identification or Social Security
Number(s)
Dated: , 2000
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** Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.