AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
September 27, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule
13E-4/A-2
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
August 12, 1996
(Date Tender Offer First Published, Sent Or Given To Security Holders)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$10,000,000 $2,000
* Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 1,000,000
shares at $10.00 per share.
/X/ 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, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $2,000.00
Form or Registration No.: Schedule 13E-4
Filing Party: Escalade, Incorporated
Date Filed: August 12, 1996
This Amendment No. 2 amends and supplements the Rule 13e-4 Issuer
Tender Offer Statement on Schedule 13E-4, dated August 12, 1996,
as amended by Amendment No. 1 thereto, dated September 12, 1996
(as so amended, the "Schedule 13E-4"), filed by Escalade,
Incorporated, an Indiana corporation (the "Company"), in
connection with the Company's offer 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 $6.00 nor more than $10.00 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 August 12, 1996 (the "Offer
to Purchase"), as amended hereby, and the related Letter of
Transmittal, copies of which were previously filed as Exhibits
(a)(1) and (a)(2) to the Schedule 13E-4, respectively, and
incorporated by reference therein. Terms defined in the Schedule
13E-4 and not separately defined herein shall have the meanings
specified in the Schedule 13 E-4.
The following information amends the information previously
included in the Schedule 13E-4. This Amendment No. 2 to the
Schedule 13E-4 also constitutes the final amendment to the
Schedule 13E-4 pursuant to Rule 13e-4(c)(3) under the Securities
Exchange Act of 1934, as amended.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby supplemented and amended by adding the following
information thereto:
The Offer expired at 5:00 p.m., Eastern Time, on September 13,
1996. Pursuant to the Offer, the Company acquired 1,016,682
Shares at a purchase price of $ 8.875 per Share. No proration was
required. As stated in Section 9 of the Offer to Purchase, the
Company may, subsequent to September 27, 1996 (ten business days
after the expiration of the Offer), determine to purchase any
outstanding Shares on the open market, in privately negotiated
transactions, or otherwise, on such terms and at such prices as
the Company may determine.
A copy of the Company's press release dated September 17, 1996,
announcing the preliminary results of the Offer is attached
hereto as Exhibit (a)(8).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by supplementing the following Exhibit:
(a)(8) Press Release issued by the Company, dated September 17, 1996.
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: September 27, 1996
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
(a)(8) Press Release issued by the Company, dated
September 17, 1996.
EXHIBIT (a)(8)
Press Release
ESCALADE ANNOUNCES PRELIMINARY RESULTS
OF DUTCH AUCTION TENDER OFFER
Evansville, IN, September 17, 1996--Escalade, Incorporated, a
diversified company engaged in the manufacture and sale of
sporting goods and office and graphic arts products, announced
today that based on a preliminary count by the depositary for its
Dutch Auction tender offer, the Company expects to purchase
approximately 1,016,682 shares of its Common stock, from its
stockholders at a price of $8.875 per share in accordance with
the terms of the offer. The tender offer expired at 5:00 p.m.,
(Eastern time) on Friday, September 13, 1996.
Under the terms of the tender offer which commenced on August 12,
1996, the Company had offered to purchase for cash up to
1,000,000 shares, or approximately 24.3% of its issued and
outstanding Common stock at a purchase price not greater than
$10.00 nor less than $6.00 per share, net to the seller in cash,
without interest thereon. The Company selected the purchase
price that enabled it to purchase 1,000,000 shares, plus an
additional 16,682 shares as permitted by applicable laws, rules
and regulations, for a total of 1,016,682 shares. The purchase
price will be $8.875. Shares tendered at prices greater than
that purchase price, will not be purchased. All shares tendered
at $8.875 or less will be purchased without proration.
Escalade said that the determination of the actual number of
shares to be purchased is subject to final confirmation of proper
delivery of all shares tendered and not withdrawn. Payment for
shares properly tendered and accepted will be made as promptly as
practicable, and, in the case of shares tendered by guaranteed
delivery procedures, promptly after timely delivery of shares and
required documentation. All shares not purchased pursuant to the
Offer, including shares tendered at prices greater than the
Purchase Price will be returned to the tendering stockholders at
the Company's expense as promptly as practicable following the
Expiration Date.
On August 9, 1996 the last full Nasdaq National Market trading
day prior to the announcement of the tender offer, the closing
price of the Common stock was $6.25 per share. The closing price
of the Company's Common stock on September 12, 1996 the last
Nasdaq National Market trading day prior to the expiration of the
tender offer, was $8.50 per share.
The shares that the Company expects to purchase in the tender
offer represent approximately 24.7% of the 4,111,889 shares
outstanding immediately prior to the commencement of the offer.
After the purchase of the shares pursuant to the tender offer,
the Company will have approximately 3,030,000 shares of Common
stock outstanding.
