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
EXHIBIT (a)(6)
Form of Letter to Clients
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ESCALADE, INCORPORATED
OFFER TO PURCHASE FOR CASH
UP TO 1,000,000 SHARES OF ITS COMMON STOCK
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., EASTERN TIME, ON FRIDAY, DECEMBER 5, 1997,
UNLESS THE OFFER IS EXTENDED.
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To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated November
3, 1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer") setting forth an offer by Escalade,
Incorporated, an Indiana corporation (the "Company"), to purchase up to
1,000,000 shares of its Common Stock, no par value (the "Shares"), at prices not
less than $11.00 nor more than $14.00 per Share, net to the seller in cash,
specified by tendering stockholders, upon the terms and subject to the
conditions of the Offer. The Company will determine a single per Share price
(not less than $11.00 nor more than $14.00 per Share) (the "Purchase Price")
that it will pay for the Shares validly tendered pursuant to the Offer and not
withdrawn, taking into account the number of Shares so tendered and the prices
specified by tendering stockholders. The Company will select the Purchase Price
that will enable it to purchase up to 1,000,000 Shares (or such lesser number of
Shares as are validly tendered at prices not less than $11.00 nor more than
$14.00 per Share) pursuant to the Offer. The Company will purchase all Shares
validly tendered at prices at or below the Purchase Price and not withdrawn,
upon the terms and subject to the conditions of the Offer, including the
provisions thereof relating to proration and conditional tenders.
WE ARE THE HOLDER OF RECORD OF SHARES HELD 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 us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is invited to the following:
(1) You may tender Shares at prices (in multiples of $0.0625), not less
than $11.00 nor more than $14.00 per Share, as indicated in the attached
instruction form, net to you in cash.
(2) The Offer is for up to 1,000,000 Shares, constituting approximately
31.9% of the total Shares outstanding as of October 31, 1997. The Offer is not
conditioned upon any minimum number of Shares being tendered.
(3) The Offer, proration period and withdrawal rights will expire at 5:00
p.m., Eastern time, on Friday, December 5, 1997, unless the Offer is extended.
Your instructions to us should be forwarded to us in ample time to permit us to
submit a tender on your behalf. If you would like to withdraw your Shares that
we have tendered, you can withdraw them so long as the Offer remains open or at
any time after Tuesday, December 30, 1997, if they have not been accepted for
payment.
(4) As described in the Offer to Purchase, if more than 1,000,000 Shares
have been validly tendered at or below the Purchase Price and not withdrawn on
or prior to the Expiration Date, as defined in Section 1 of the Offer to
Purchase, the Company will purchase Shares in the following order of priority:
(a) all Shares validly tendered at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date by any stockholder (an "Odd Lot
Owner") who owns beneficially an aggregate of fewer than 100 Shares (including
fractional Shares) as of the close of business on October 31, 1997, and who
validly tenders all of such Shares (partial and conditional tenders will not
qualify for this preference) and completes the box captioned "Odd Lots" on the
Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery ;
(b) after purchase of all of the foregoing Shares, all Shares
conditionally and validly tendered in accordance with Section 6, for which the
condition was satisfied, and all other Shares unconditionally and validly
tendered at or below the Purchase Price and not withdrawn on or prior to the
Expiration Date on a pro rata basis, if necessary (with appropriate adjustments
to avoid purchases of fractional Shares); and
(c) if necessary, Shares conditionally tendered, for which the
condition was not satisfied, at or below the Purchase Price and not withdrawn on
or prior to the Expiration Date, selected by random lot in accordance with
Section 6 of the Offer to Purchase.
(5) Any stock transfer taxes applicable to the sale of Shares to the
Company pursuant to the Offer will be paid by the Company, except as otherwise
provided in Instruction 7 of the Letter of Transmittal.
(6) If you owned beneficially an aggregate of fewer than 100 Shares
(including fractional Shares) as of the close of business on October 31, 1997,
and you instruct us to tender at or below the Purchase Price on your behalf all
such Shares on or prior to the Expiration Date and check the box captioned "Odd
Lots" in the instruction form, all such Shares will be accepted for purchase
before proration, if any, of the purchase of other tendered Shares.
NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS OR EXECUTIVE OFFICERS MAKES
ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES.
EACH STOCKHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE. SEE SECTION 9 OF
THE OFFER TO PURCHASE FOR INFORMATION REGARDING THE INTENTION OF THE COMPANY'S
DIRECTORS AND EXECUTIVE OFFICERS WITH RESPECT TO TENDERING SHARES PURSUANT TO
THE OFFER.
If you wish to have us tender any or all of your Shares held by us for your
account upon the terms and subject to the conditions set forth in the Offer,
please so instruct us by completing, executing, and returning to us the enclosed
instruction form. If you authorize tender of your Shares, all such Shares will
be tendered unless otherwise specified on the enclosed instruction form. Your
instructions should be forwarded to us in ample time to permit us to submit a
tender on your behalf by the expiration of the Offer.
A tendering stockholder may condition the tender of Shares upon the
purchase by the Company of a specified minimum number of Shares tendered, all as
described in Section 6 of the Offer to Purchase. Unless such specified minimum
is purchased by the Company pursuant to the terms of the Offer to Purchase and
the related Letter of Transmittal, none of the Shares tendered by the
stockholder will be purchased. If you wish us to condition your tender upon the
purchase of a specified minimum number of Shares, please complete the box
entitled "Conditional Tender" on the instruction form. It is the tendering
stockholder's responsibility to calculate such minimum number of Shares, and you
are urged to consult your own tax advisor.
The Offer is being made to all holders of Shares. The Company is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to a valid state statute. If the Company becomes aware
of any valid state statute prohibiting the making of the Offer, the Company will
make a good faith effort to comply with
-2-
such statute. If, after such good faith effort, the Company cannot comply with
such statute, the Offer will not be made to, nor will tenders be accepted from
or on behalf of, holders of Shares in such state. In any jurisdiction whose
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer will be deemed to have been made on the Company's
behalf by the Dealer Manager or by one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
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INSTRUCTIONS
WITH RESPECT TO OFFER TO PURCHASE FOR CASH
UP TO 1,000,000 SHARES OF ITS COMMON STOCK
OF
ESCALADE, INCORPORATED
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated November 3, 1997, and the related Letter of Transmittal
(which together constitute the "Offer") in connection with the Offer by
Escalade, Incorporated, an Indiana corporation (the "Company"), to purchase up
to 1,000,000 shares of its Common Stock, no par value (the "Shares"), at prices
not greater than $11.00 nor less than $14.00 per Share, net to the undersigned
in cash, upon the terms and subject to the conditions of the Offer.
This will instruct you to tender to the Company 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, at the price per Share indicated
below, upon the terms and subject to the conditions of the Offer.
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
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CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR
IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
[ ] The undersigned wants to maximize the chance of having the Company purchase
all the Shares the undersigned is tendering (subject to the possibility of
proration). Accordingly, by checking this one box INSTEAD OF ONE OF THE PRICE
BOXES BELOW, the undersigned hereby tenders Shares and is willing to accept the
Purchase Price resulting from the Dutch auction tender process. This action
could result in receiving a price per Share as low as $11.00 or as high as
$14.00.
OR
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
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[Download Table]
[ ] $11.0000 [ ] $11.5625 [ ] $12.1250 [ ] $12.6875 [ ] $13.2500 [ ] $13.7500
[ ] $11.0625 [ ] $11.6250 [ ] $12.1875 [ ] $12.7500 [ ] $13.3125 [ ] $13.8125
[ ] $11.1250 [ ] $11.6875 [ ] $12.2500 [ ] $12.8125 [ ] $13.3750 [ ] $13.8750
[ ] $11.1875 [ ] $11.7500 [ ] $12.3125 [ ] $12.8750 [ ] $13.4375 [ ] $13.9375
[ ] $11.2500 [ ] $11.8125 [ ] $12.3750 [ ] $12.9375 [ ] $13.5000 [ ] $14.0000
[ ] $11.3125 [ ] $11.8750 [ ] $12.4375 [ ] $13.0000 [ ] $13.5625
[ ] $11.3750 [ ] $11.9375 [ ] $12.5000 [ ] $13.0625 [ ] $13.6250
[ ] $11.4375 [ ] $12.0000 [ ] $12.5625 [ ] $13.1250 [ ] $13.6875
[ ] $11.5000 [ ] $12.0625 [ ] $12.6250 [ ] $11.1875
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CONDITIONAL TENDER
By completing this box, the undersigned conditions the tender authorized
hereby on the following minimum number of Shares being purchased if any are
purchased:
______ Shares
Unless this box is completed, the tender authorized hereby will be made
unconditionally.
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ODD LOTS
[ ] Check this box ONLY if shares are being tendered by or on behalf of a person
owning beneficially an aggregate of fewer than 100 Shares (including fractional
Shares) as of the close of business on October 31, 1997.
[ ] By checking this box, the undersigned represents that the undersigned owned
beneficially an aggregate of fewer than 100 Shares (including fractional Shares)
as of the close of business on October 31, 1997, and is tendering all of such
Shares.
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Number of Shares to be Tendered:
Shares*
* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
SIGN HERE
Signature(s)
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Name:
-------------------------
Address:
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Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SC 13E4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 12/30/97 | | 2 | | | | | None on these Dates |
| | 12/5/97 | | 2 |
| | 11/5/97 |
| Filed on: | | 11/3/97 | | 2 | | 5 |
| | 10/31/97 | | 2 | | 6 |
| List all Filings |
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