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-3.A — Articles of Incorporation/Organization or By-Laws
| EX-3.A | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT (a)(3)
Form of Letter to Stockholders
------------------------------
ESCALADE LETTERHEAD
November 3, 1997
Dear Stockholder:
Escalade, Incorporated is offering to purchase up to 1,000,000 shares of
its common stock (representing approximately 31.9 % of the currently outstanding
shares), at a price not less than $11.00 nor more than $14.00 per share. The
Company is conducting the offer through a procedure commonly referred to as a
"dutch auction." This procedure allows you to select the price within that range
at which you are willing to sell all or a portion of your shares to the Company.
Based upon the number of shares tendered and the prices specified by the
tendering stockholders, the Company will determine the single per share price
within that range that will allow it to buy 1,000,000 shares (or such lesser
number of shares that are properly tendered). All of the shares that are
properly tendered at prices at or below that purchase price (and are not
withdrawn) will subject to possible proration, conditional tender and provisions
relating to the tender of "odd lots" be purchased for cash at that purchase
price, net to the selling stockholder. All other shares that have been tendered
and not purchased will be returned to the stockholder.
If you do not wish to participate in the offer, you do not need to take any
action.
The offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. If you want to tender your shares, the instructions on
how to do so are also explained in detail in the enclosed materials. I encourage
you to read these materials carefully before making any decision with respect to
the offer.
Neither the Company nor its Board of Directors makes any recommendation to
any stockholder whether to tender all or any shares. Certain directors and
executive officers of the Company have advised the Company that they will not
tender any of their Shares in this Offer. The remaining directors and executive
officer have not made a final decision as to whether they will participate in
this Offer. Such persons have advised the Company that, if they were to
participate in this Offer, they would tender only a portion of their Shares and
not all of their Shares.
Sincerely,
/s/Robert E. Griffin
Chairman and Chief Executive Officer
Dates Referenced Herein
| Referenced-On Page |
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| This ‘SC 13E4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 11/5/97 | | | | | | | None on these Dates |
| Filed on: | | 11/3/97 | | 2 |
| List all Filings |
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