Tender-Offer Statement — Issuer Tender Offer — Schedule 13E-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13E4 Escalade, Incorporated Schedule 13E-4 5 24K
2: EX-1.A Underwriting Agreement 29 147K
3: EX-2.A Plan of Acquisition, Reorganization, Arrangement, 17 75K
Liquidation or Succession
4: EX-3.A Articles of Incorporation/Organization or By-Laws 2 8K
5: EX-4.A Instrument Defining the Rights of Security Holders 5 18K
6: EX-5.A Opinion re: Legality 3 14K
7: EX-6.A Opinion re: Discount on Capital Shares 6 22K
8: EX-7.A Opinion re: Liquidation Preference 2 9K
9: EX-7.B Opinion re: Liquidation Preference 5 21K
10: EX-7.G Opinion re: Liquidation Preference 19 84K
11: EX-7.H Opinion re: Liquidation Preference 6 26K
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
NOVEMBER 3, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT
OF 1934)
ESCALADE, INCORPORATED
(NAME OF ISSUER AND PERSON FILING STATEMENT)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
296056 10 4
(CUSIP Number of Class of Securities)
JOHN R. WILSON
SECRETARY
ESCALADE, INCORPORATED
817 MAXWELL AVENUE
EVANSVILLE, INDIANA 47717
(812) 467-1265
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications on Behalf of the Person Filing the Statement)
COPY TO:
Richard G. Schmalzl, Esq.
Graydon, Head & Ritchey
1900 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
(513) 621-6464
November 3, 1997
(Date Tender Offer First Published, Sent Or Given To Security Holders)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$14,000,000 $2,800
* Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 1,000,000
shares at $14.00 per share.
Check 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, of the Form or Schedule
and the date of its filing.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Escalade, Incorporated, an Indiana corporation
(the "Company"), and the address of its principal executive offices is 817
Maxwell Avenue, Evansville, Indiana 47717.
(b) This Schedule relates to the offer by the Company to purchase up to
1,000,000 shares (or such lesser number of shares as are properly tendered) of
its Common Stock, no par value (the "Shares") at a price not less than
$11.00 nor more than $14.00 per Share, net to the seller in cash, all upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
October 31, 1997 (the "Offer to Purchase"), and the related Letter of
Transmittal (which together constitute the "Offer"), copies of which are
attached hereto as Exhibits (a)(1) and (a)(2), respectively. As of November 3,
1997, the Company had issued and outstanding 3,130,613 Shares and had reserved
for issuance upon exercise of outstanding stock options and warrants 412,018
Shares. Directors and executive officers of the Company and any of its
affiliates may participate in the Offer on the same basis as the Company's other
stockholders. Robert E. Griffin and C.W. Reed, directors of the Company and its
Chairman and President, respectively, have advised the Company that they will
not tender any of their Shares in this Offer. Messrs. Griffin and Reed own
beneficially an aggregate of 653,069 Shares as of October 31, 1997.
Yale Blanc, Gerald Fox, Blaine Matthews, Robert Orr, Keith Williams and
A. Graves Williams, the Company's six non-management directors, and John Wilson,
the Company's Secretary and Treasurer, have each advised the Company that he has
not made a final decision as to whether he will tender Shares in this Offer.
However, each such person has advised the Company that, if he were to
participate in this Offer, he would tender only a portion of his Shares
beneficially owned and not all of such Shares. Each of Messrs. Matthews, Orr, A.
Graves Williams and Wilson have further indicated that he is giving serious
consideration to tendering a portion of his Shares in this Offer, but has not
determined at what price such Shares would be tendered. Each of Messrs. Blanc,
Fox and Keith Williams have indicated that he is not likely to tender any Shares
in this Offer, but has reserved the right to do so. These seven individuals
owned beneficially an aggregate of 507,197 Shares as of October 31, 1997. The
information set forth on the cover page and under "Introduction" and "The Offer
- Background and Purpose of the Offer; Certain Effects of the Offer" in Section
9 of the Offer to Purchase is incorporated herein by reference.
(c) The information set forth on the cover page, and under "Introduction" and
"The Offer - Price Range of Shares; Dividends" in Section 8 of the Offer to
Purchase is incorporated herein by reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth under "The Offer - Source and Amount of Funds" in
Section 11 and "The Offer - Certain Information Concerning the Company" in
Section 10 of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth under "The Offer - Source and Amount of Funds" in
Section 11 of the Offer to Purchase is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a) through (j) The information set forth under "The Offer - Background and
Purpose of the Offer; Certain Effects of the Offer" in Section 9 of the Offer to
Purchase is incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth under "The Offer - Transactions and Agreements
Concerning Shares" in Section 12 of the Offer to Purchase is incorporated herein
by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES
The information set forth under "The Offer - Transactions and Agreements
Concerning Shares" in Section 12 of the Offer to Purchase is incorporated herein
by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth under "Introduction" and "The Offer - Fees and
Expenses" in Section 15 of the Offer to Purchase is incorporated herein by
reference.
ITEM 7. FINANCIAL INFORMATION.
(a) and (b) The information set forth under "The Offer-Certain Information
Concerning the Company-Summary Consolidated Historical Financial Information"
and "The Offer-Certain Information Concerning the Company-Summary Unaudited Pro
Forma Consolidated Financial Information" in Section 10 of the Offer to Purchase
is incorporated herein by reference, the information set forth on pages F-1
through F-18 of the Company's Annual Report on Form 10-K for the year ended
December 28, 1996, filed as Exhibit (g) hereto, is incorporated herein by
reference and the information set forth on pages 3 through 7 of the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended October 4, 1997,
filed as Exhibit (h) hereto, is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) None
(b) The information set forth under "The Offer - Background and Purpose of
the Offer; Certain Effects of the Offer" in Section 9 of the Offer to
Purchase is incorporated herein by reference.
(c) The information set forth under "The Offer - Background and Purpose of
the Offer; Certain Effects of the Offer" in Section 9 of the Offer to
Purchase is incorporated herein by reference.
(d) None.
(e) The Information set forth in the Offer to Purchase and the Letter of
Transmittal is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Form of Offer to Purchase, dated November 3, 1997.
(a)(2) Form of Letter of Transmittal together with Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(3) Form of Letter to Stockholders of the Company from Robert E. Griffin,
Chairman and Chief Executive Officer of the Company, dated November 3,
1997.
(a)(4) Form of Notice of Guaranteed Delivery.
2
(a)(5) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees, dated November 3, 1997.
(a)(6) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(7) Form of Press Release issued by the Company, dated November 3, 1997.
(b) Commitment Letter dated as of October 15, 1997 between Bank One,
Indianapolis, N.A. and the Company.
(c) None.
(d) None.
(e) Not applicable.
(f) None.
(g) Pages F-1 through F-18 of the Company's Annual Report on Form 10-K for
the year ended December 28, 1996.
(h) Pages 3 through 7 of the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 4, 1997.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Escalade, Incorporated
By: /s/ Robert E. Griffin
Name: Robert E. Griffin
Title: Chairman and Chief
Executive Officer
Dated: November 3, 1997
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
(a)(1) Form of Offer to Purchase, dated November 3, 1997.
(a)(2) Form of Letter of Transmittal together with Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(3) Form of Letter to Stockholders of the Company from Robert E. Griffin,
Chairman and Chief Executive Officer of the Company, dated November 3,
1997.
(a)(4) Form of Notice of Guaranteed Delivery.
(a)(5) Form of Letter to Brokers, Dealers Commercial Banks, Trust Companies
and Other Nominees, dated November 3, 1997.
(a)(6) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(7) Form of Press Release issued by the Company, dated November 3, 1997.
(b) Commitment Letter dated as of October 15, 1997 between Bank One,
Indianapolis, N.A. and the Company
(g) Pages F-1 through F-18 of the Company's Annual Report on Form 10-K for
the year ended December 28, 1996.
(h) Pages 3 through 7 of the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 4, 1997.
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Dates Referenced Herein and Documents Incorporated by Reference
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