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
EX-4.A — Instrument Defining the Rights of Security Holders
| EX-4.A | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT (a)(4)
Form of Notice of Guaranteed Delivery
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ESCALADE, INCORPORATED
NOTICE OF GUARANTEED DELIVERY
OF SHARES OF COMMON STOCK
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if: (a) certificates for the shares of
Common Stock of Escalade, Incorporated are not immediately available, (b) the
procedure for book entry transfer cannot be completed on a timely basis, or (c)
time will not permit all other documents required by the Letter of Transmittal
to be delivered to the Depositary on or prior to the Expiration Date (as defined
in Section 1 of the Offer to Purchase defined below).
This form may be delivered by hand or transmitted by mail, or (for Eligible
Institutions only) by facsimile transmission, to the Depositary. See Section 3
of the Offer to Purchase. THE ELIGIBLE INSTITUTION, WHICH COMPLETES THIS FORM,
MUST COMMUNICATE THE GUARANTEE TO THE DEPOSITARY AND MUST DELIVER THE LETTER OF
TRANSMITTAL AND CERTIFICATES FOR SHARES TO THE DEPOSITARY WITHIN THE TIME SHOWN
HEREIN. FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE
INSTITUTION.
To: Fifth Third Bank, Depositary
BY MAIL OR OVERNIGHT COURIER:
Fifth Third Bank
Corporate Trust Operations
38 Fountain Square Plaza
Mail Drop 1090F5
Cincinnati, Ohio 45263
BY HAND:
Fifth Third Bank Fifth Third Bank
Corporate Trust Operations c/o Harris Trust
38 Fountain Square Plaza 77 Water Street
15th Floor 4th Floor
Cincinnati, Ohio 45263 New York, NY 10005
BY FACSIMILE TRANSMISSION:
(For Eligible Institutions Only)
(513) 744-8909
To Confirm Receipt of Facsimile:
(513) 579-5320
(800) 837-2755
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Escalade, Incorporated, an Indiana
corporation (the "Company"), at the price per Share indicated below, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated November 3, 1997 (the "Offer to Purchase"), and the
related Letter of Transmittal (which together constitute the "Offer"), receipt
of which is hereby acknowledged, the number of shares of Common Stock, no par
value (the "Shares"), of the Company listed below, pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase.
Number of Shares:
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Certificate Nos.: (if available) Signature(s)
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Names(s) (Please Print)
If Shares will be tendered by book entry transfer:
Name of Tendering Institution:
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Address:
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Account No. at (check one)Area Code and Telephone Number
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[ ] The Depository Trust Company
[ ] Philadelphia Depository Trust Company
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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.
STOCKHOLDERS WHO DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A
SEPARATE ELECTION FORM FOR EACH PRICE AT WHICH SHARES ARE TENDERED.
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
UNLESS THIS BOX HAS BEEN COMPLETED AND A MINIMUM SPECIFIED, THE TENDER WILL BE
DEEMED UNCONDITIONAL (SEE SECTIONS 6 AND 13 OF THE OFFER TO PURCHASE).
Minimum number of Shares that must be purchased, if any are purchased:
_____ Shares
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ODD LOTS
To be completed ONLY if Shares are being tendered by or on behalf of persons
owning beneficially an aggregate of fewer than 100 Shares as of the close of
business on October 31, 1997.
The undersigned either (check one):
[ ] was the beneficial owner of an aggregate of fewer than 100 Shares as of the
close of business on October 31, 1997, all of which are tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee that
(i) is tendering, for the beneficial owners thereof, Shares with respect to
which it is the record owner, and (ii) believes, based upon representations made
to it by each such beneficial owner, that such beneficial owner owned an
aggregate of fewer than 100 Shares as of the close of business on October 31,
1997, and is tendering all of such Shares.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the United
States, guarantees (a) that the above-named person(s) has a net long position in
the Shares (and associated Rights) being tendered within the meaning of Rule
14e-4 promulgated under the Securities Exchange Act of 1934, as amended, (b)
that such tender of Shares complies with Rule 14e-4 and (c) delivery to the
Depositary at one of its addresses set forth above certificate(s) for the Shares
tendered hereby, in proper form for transfer, or a confirmation of the
book-entry transfer of the Shares tendered hereby into the Depositary's account
at The Depository Trust Company or the Philadelphia Depository Trust Company, in
each case together with a properly completed and duly executed Letter(s) of
Transmittal (or facsimile(s) thereof), with any required signature guarantee(s)
and any other required documents, all within three business days after the date
hereof.
Name of Firm
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Authorized Signature
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Name Title
Name
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Address
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City, State, Zip Code
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Area Code and Telephone Number
Dated: , 1997
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DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH
THE LETTER OF TRANSMITTAL.
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Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SC 13E4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 11/5/97 | | | | | | | None on these Dates |
| Filed on: | | 11/3/97 | | 3 |
| | 10/31/97 | | 5 |
| List all Filings |
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