<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
December 16, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule
13E-4/A-1
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). Based on
the Offer for 1,000,000 shares at the maximum
tender offer price of $14.00 per share.
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/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: $2,800.00
Form or Registration No.: Schedule 13E-4
Filing Party: Escalade, Incorporated
Date Filed: November 3, 1997
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This Amendment No. 1 amends and supplements the Rule 13e-4 Issuer Tender Offer
Statement on Schedule 13E-4, dated November 3, 1997, (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 $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 November 3, 1997 (the
"Offer to Purchase"), and the related Letter of Transmittal (which are herein
collectively referred to as the "Offer"), 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. 1 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 December 5, 1997. Pursuant to
the Offer, the Company acquired 117,766 Shares, approximately 3.8% of the Shares
outstanding, at a purchase price of $14.00 per Share. No proration was required.
A copy of the Company's press release dated December 8, 1997, 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 adding the following Exhibit:
(a)(8) Press Release issued by the Company, dated December 8, 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: December 16, 1997
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
(a)(8) Press Release issued by the Company, dated December 8, 1997.
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EXHIBIT (a)(8)
Press Release
-------------
ESCALADE ANNOUNCES PRELIMINARY RESULTS
OF DUTCH AUCTION TENDER OFFER
Evansville, IN, December 8, 1997--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 117,930 shares of its Common Stock, from its stockholders at a
price of $14.00 per share in accordance with the terms of the offer. The tender
offer expired at 5:00 p.m., (Eastern time) on Friday, December 5, 1997.
Under the terms of the tender offer which commenced on November 3, 1997, the
Company had offered to purchase for cash up to 1,000,000 shares, or
approximately 31.9% of its issued and outstanding Common Stock at a purchase
price not greater than $14.00 nor less than $11.00 per share, net to the seller
in cash, without interest thereon. All shares tendered will be purchased.
Chairman of the Board, Robert E. Griffin, commented on the results of the Dutch
Auction tender offer saying "we are pleased that the holders of the vast
majority of Escalade's common stock have elected to retain their ownership
interests. We believe that the collective decision of our stockholders to stay
the course signals optimism for Escalade's future value and confidence in
management's ability to lead the Company in a positive direction."
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.
On October 31, 1997, the last full Nasdaq National Market trading day prior to
the announcement of the tender offer, the closing price of the Common Stock was
$11.63 per share. The closing price of the Company's Common Stock on December 4,
1997, the last Nasdaq National Market trading day prior to the expiration of the
tender offer, was $14.00 per share.
The shares that the Company expects to purchase in the tender offer represent
approximately 3.8% of the 3,130,613 shares outstanding immediately prior to the
commencement of the offer.
