<PAGE> 1
As filed with the Securities and Exchange Commission on May 12, 1998
REGISTRATION NO. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ESCALADE, INCORPORATED
------------------------------------------------------
(Exact name of registrant as specified in its charter)
INDIANA 13-2739290
- ------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
817 MAXWELL AVENUE
EVANSVILLE, INDIANA 47717
-------------------------------
(Address of principal executive
offices including zip code)
ESCALADE, INCORPORATED
1997 DIRECTOR STOCK COMPENSATION AND OPTION PLAN
------------------------------------------------
(Full title of the plan)
JOHN R. WILSON
SECRETARY
ESCALADE, INCORPORATED
817 MAXWELL AVENUE
EVANSVILLE, INDIANA 47717
(812) 467-1265
-------------------------------
(Name, address and telephone number of agent for service)
Copy To:
RICHARD G. SCHMALZL, ESQ.
GWEN M. MORRIS, ESQ.
GRAYDON, HEAD & RITCHEY
1900 FIFTH THIRD CENTER
511 WALNUT STREET
CINCINNATI, OHIO 45202
(513) 621-6464
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE PRICE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, NO PAR VALUE PER SHARE 90,043 SHARES(1) $21.3125(2) $1,919,041.40 $566.12
- ------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, NO PAR VALUE PER SHARE 6,638 SHARES(2) $9.88(3) $65,583.44 $19.33
- ------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, NO PAR VALUE PER SHARE 3,319 SHARES(4) $9.88(4) $32,791.72 $9.67
- ------------------------------------------------------------------------------------------------------------------------
- -------------------
<FN>
(1) Represents the total number of shares of Escalade Incorporated common stock, no par value per share ("Common
Stock") currently reserved or available for issuance pursuant to the 1997 Director Stock Compensation and Option Plan
(the "Plan"), less 6,638 shares issued to participants in the Plan in April 1998 and 3,319 shares issuable upon the
exercise of stock options previously granted as described below in notes (3) and (4).
(2) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(c) and
(h), based upon the average of the high and low prices of Common Stock as reported on The Nasdaq National Market for
May 6, 1998.
(3) Represents the total number of shares of Common Stock issued to participants under the Plan in April 1998
having a value of $9.88 as of the date of grant.
(4) Represents the total number of shares of Common Stock issuable upon the exercise of stock options previously
granted under the Plan at an exercise price of $9.88 per share, in accordance with Rule 457(h).
</FN>
</TABLE>
<PAGE> 2
Escalade, Incorporated (the "Registrant") is filing this Registration
Statement on Form S-8 in order to register an aggregate of 100,000 shares of its
common stock, no par value ("Common Stock"), to be issued pursuant to its 1997
Director Stock Compensation and Option Plan.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.
The documents containing the information required in Part I of the
Registration Statement will be provided to each participant in the Plan as
required by Rule 428(b)(1). Such documents are not being filed with the
Securities and Exchange Commission (the "Commission") in accordance with the
instructions to Form S-8.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents, as filed with the Commission, are incorporated
herein by reference:
(i) the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;
(ii) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998; and
(iii) the description of the Registrant's Common Stock contained in
a registration statement filed under the Securities and
Exchange Act of 1934, including any amendment or report filed
for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, after the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all such securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
Not applicable.
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Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Reference is made to Article III, Section 17 of the by-laws of the
Registrant and to Sections 23-1-37-1 et seq. of the Indiana General Corporation
Act, which contains provisions relating to indemnification of directors,
officers, employees and agents of the Registrant.
Article III, Section 17 of the by-laws of the registrant provides as
follows:
(a) Indemnification Pursuant to Statute. The Corporation shall
indemnify its directors, officers, trustees, employees and agents (and
the heirs, executors or administrators of such person) against any
liability, potential or actual, in connection with any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, arising out of or related to
such person's position as a director, officer, employee, employee
benefit plan administrator or fiduciary, or agent of the corporation or
of another corporation, and against any expenses incurred in defending
against any such liability to no less than the full extent as required
or permitted by Section 23-1-37 of the Indiana General Corporation Act
or any successor thereto as in effect at the time indemnification is
requested or required (the "Indemnification Statute"), as determined by
any persons or entities authorized under the Indemnification Statute of
this Section 17 to make a determination whether indemnification is
proper.
(b) Insurance. The Corporation, at its expense may purchase
and maintain insurance or similar protection (including without
limitation a trust fund, letter of credit or self-insurance) to protect
itself and any such director, officer, trustee, employee or agent of
the Corporation or another corporation, partnership, joint venture,
trust, or other enterprise against any such expense, liability or loss,
whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the law of the
State of Indiana.
(c) Indemnification Not Exclusive. The indemnification
authorized by this Section 17 shall not be exclusive of, and shall be
in addition to, any rights of indemnification now existing or hereafter
granted to any person under any statute, provision of the Articles of
Incorporation, By-Laws, agreement, vote or other action of the
Corporation's stockholders or disinterested directors or otherwise.
(d) Maximum Indemnification. It is the intention of this
Section 17 to give the persons covered hereunder the maximum
indemnification permitted under the law of the State of Indiana as it
exists at the time any such person seeks indemnification hereunder.
Sections 23-1-37-1 et seq. of the Indiana General Corporation Act provide as
follows:
Chapter 37. Indemnification of Directors, Officers, Employees and Agents.
3
<PAGE> 4
Section 1. As used in this chapter, "corporation" includes any domestic
or foreign predecessor entity of a corporation in a merger or other transaction
in which the predecessor's existence ceased upon consummation of the
transaction.
Section 2. As used in this chapter, "director" means an individual who
is or was a director of a corporation or an individual who, while a director of
a corporation, is or was serving at the corporation's request as a director,
officer, partner, member, manager, trustee, employee, or agent of another
foreign or domestic corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan, or other enterprise, whether for profit
or not. A director is considered to be serving an employee benefit plan at the
corporation's request if the director's duties to the corporation also impose
duties on, or otherwise involve services by, the director to the plan or to
participants in or beneficiaries of the plan. "Director" includes, unless the
context requires otherwise, the estate or personal representative of a director.
Section 3. As used in this chapter, "expenses" include counsel fees.
Section 4. As used in this chapter, "liability" means the obligation to
pay a judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan), or reasonable expenses incurred with
respect to a proceeding.
Section 5. As used in this chapter, "official capacity" means:
(1) when used with respect to a director, the office of a
director in a corporation; and
(2) when used with respect to an individual other than a
director, as contemplated in section 13 of this chapter, the office in a
corporation held by the officer or the employment or agency relationship
undertaken by the employee or agent on behalf of the corporation.
"Official capacity" does not include service for any other foreign or
domestic corporation or any partnership, limited liability company, joint
venture, trust, employee benefit plan, or other enterprise, whether for profit
or not.
Section 6. As used in this chapter, "party" includes an individual who
was, is, or is threatened to be made a named defendant or respondent in a
proceeding.
Section 7. As used in this chapter, "proceeding" means any threatened,
pending, or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal.
Section 8. (a) A corporation may indemnify an individual made a party
to a proceeding because the individual is or was a director against liability
incurred in the proceeding if:
(1) the individual's conduct was in good faith; and
(2) the individual reasonably believed:
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<PAGE> 5
(A) in the case of conduct in the individual's official
capacity with the corporation, that the individual's
conduct was in its best interests; and
(B) in all other cases, that the individual's conduct was
at least not opposed to its best interests; and
(3) in the case of any criminal proceeding, the individual
either:
(A) had reasonable cause to believe the individual's
conduct was lawful; or
(B) had no reasonable cause to believe the individual's
conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (a)(2)(B).
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
Section 9. Unless limited by its articles of incorporation, a
corporation shall indemnify a director who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which the director was a party
because the director is or was a director of the corporation against reasonable
expenses incurred by the director in connection with the proceeding.
Section 10. (a) A corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:
(1) the director furnishes the corporation a written
affirmation of the director's good faith belief that
the director has met the standard of conduct
described in section 8 of this chapter;
(2) the director furnishes the corporation a written
undertaking, executed personally or on the director's
behalf, to repay the advance if it is ultimately
determined that the director did not meet the
standard of conduct; and
(3) a determination is made that the facts then known to
those making the determination would not preclude
indemnification under this chapter.
5
<PAGE> 6
(b) The undertaking required by subsection (a)(2) must be an unlimited
general obligation of the director but need not be secured and may be accepted
without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under this section
shall be made in the manner specified in section 12 of this chapter.
Section 11. Unless a corporation's articles of incorporation provide
otherwise, a director of the corporation who is a party to a proceeding may
apply for indemnification to the court conducting the proceeding or to another
court of competent jurisdiction. On receipt of an application, the court after
giving any notice the court considers necessary may order indemnification if it
determines:
(1) the director is entitled to mandatory indemnification
under section 9 of this chapter, in which case the
court shall also order the corporation to pay the
director's reasonable expenses incurred to obtain
court-ordered indemnification; or
(2) the director is fairly and reasonably entitled to
indemnification in view of all the relevant
circumstances, whether or not the director met the
standard of conduct set forth in section 8 of this
chapter.
Section 12. (a) A corporation may not indemnify a director under
section 8 of this chapter unless authorized in the specific case after a
determination has been made that the indemnification of the director is
permissible in the circumstances because the director has met the standard of
conduct set forth in section 8 of this chapter.
(b) The determination shall be made by any one (1) of the
following procedures:
(1) By the board of directors by majority vote of a
quorum consisting of directors not at the time
parties to the proceeding.
(2) If a quorum cannot be obtained under subdivision (1),
by a majority vote of a committee duly designated by
the board of directors (in which designation
directors who are parties may participate),
consisting solely of two (2) or more directors not at
the time parties to the proceeding.
(3) By special legal counsel:
(A) selected by the board of directors or its
committee in the manner prescribed in
subdivision (1) or (2); or
(B) if a quorum of the board of directors cannot
be obtained under subdivision (1) and a
committee cannot be designated under
6
<PAGE> 7
subdivision (2), selected by majority vote
of the full board of directors (in which
selection directors who are parties may
participate).
(4) By the shareholders, but shares owned by or voted
under the control of directors who are at the time
parties to the proceeding may not be voted on the
determination.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(b)(3) to select counsel.
Section 13. Unless a corporation's articles of incorporation provide
otherwise:
(1) an officer of the corporation, whether or not a
director, is entitled to mandatory indemnification
under section 9 of this chapter, and is entitled to
apply for court-ordered indemnification under section
11 of this chapter, in each case to the same extent
as a director;
(2) the corporation may indemnify and advance expenses
under this chapter to an officer, employee, or agent
of the corporation, whether or not a director, to the
same extent as to a director; and
(3) a corporation may also indemnify and advance expenses
to an officer, employee, or agent whether or not a
director, to the extent, consistent with public
policy, that may be provided by its articles of
incorporation, bylaws, general or specific action of
its board of directors, or contract.
Section 14. A corporation may purchase and maintain insurance on behalf
of an individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, member, manager, trustee, employee, or agent of another
foreign or domestic corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan, or other enterprise, against liability
asserted against or incurred by the individual in that capacity or arising from
the individual's status as a director, officer, member, manager, employee, or
agent, whether or not the corporation would have power to indemnify the
individual against the same liability under section 8 or 9 of this chapter. The:
(1) corporation may purchase insurance under this section
from; and
(2) insurance purchased under this section may be
reinsured in whole or in part by;
7
<PAGE> 8
an insurer that is owned by or otherwise affiliated with the corporation whether
the insurer does or does not do business with other persons.
Section 15. (a) The indemnification and advance for expenses provided
for or authorized by this chapter does not exclude any other rights to
indemnification and advance for expenses that a person may have under:
(1) a corporation's articles of incorporation or bylaws;
(2) a resolution of the board of directors or of the
shareholders; or
(3) any other authorization, whenever adopted, after
notice, by a majority vote of all the voting shares
then issued and outstanding.
(b) If the articles of incorporation, bylaws, resolutions of the board
of directors or of the shareholders, or other duly adopted authorization of
indemnification or advance for expenses limit indemnification or advance for
expenses, indemnification and advance for expenses are valid only to the extent
consistent with the articles, bylaws, resolution of the board of directors or of
the shareholders, or other duly adopted authorization of indemnification or
advance for expenses.
(c) This chapter does not limit a corporation's power to pay or
reimburse expenses incurred by a director, officer, employee, or agent in
connection with the person's appearance as a witness in a proceeding at a time
when the person has not been made a named defendant or respondent to the
proceeding.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<C> <S>
4.1 Escalade, Incorporated 1997 Director Stock Compensation and Option Plan*
4.2 Articles of Incorporation*
4.3 Bylaws*
5.1 Opinion of Graydon, Head & Ritchey
23.1 Consent of Graydon, Head & Ritchey (included in opinion)
23.2 Consent of Geo. S. Olive & Co. LLC
- --------
<FN>
*Incorporated by reference. See Exhibit Index.
</FN>
</TABLE>
8
<PAGE> 9
Item 9. Undertakings
------------
A. INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 6, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
B. SUBSEQUENT EXCHANGE OF DOCUMENTS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. OTHER
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of a
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<PAGE> 10
prospectus filed with Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represented no more than a 20% change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
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<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Evansville, State of Indiana, on May 12, 1998.
<TABLE>
<S> <C>
ESCALADE, INCORPORATED
/s/ C. W. "Bill" Reed
--------------------------------------
By: C. W. "Bill" Reed
President and Chief Operating Officer
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints C. W. "BILL" REED and JOHN R. WILSON his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign and execute on behalf of the undersigned any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with any such amendments, as
fully to all intents and purposes as he might or could do in person, and does
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Principal Executive Officer:
<TABLE>
<S> <C>
/s/ Robert E. Griffin Date: May 12, 1998
- ---------------------------------------------------
Robert E. Griffin
Chairman, Chief Executive Officer and Director
Principal Financial and Accounting Officer:
/s/ John R. Wilson Date: May 12, 1998
- ---------------------------------------------------
John R. Wilson
Vice President and Chief Financial Officer
</TABLE>
<PAGE> 12
<TABLE>
<S> <C>
/s/ Blaine E. Matthews, Jr. Date: May 12, 1998
- -----------------------------------------------------
Blaine E. Matthews, Jr.
Director
/s/ A. Graves Williams, Jr. Date: May 12, 1998
- -----------------------------------------------------
A. Graves Williams, Jr.
Director
/s/ Gerald J. Fox Date: May 12, 1998
- -----------------------------------------------------
Gerald J. Fox
Director
/s/ Keith P. Williams Date: May 12, 1998
- -----------------------------------------------------
Keith P. Williams
Director
- ------------------------------------------------------ Date: May __, 1998
Yale A. Blanc
Director
/s/ Robert D. Orr Date: May 12, 1998
- -----------------------------------------------------
Robert D. Orr
Director
/s/ C. W. "Bill" Reed Date: May 12, 1998
- -----------------------------------------------------
C. W. "Bill" Reed
Director
</TABLE>
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<C> <S>
4.1 Escalade, Incorporated 1997 Director Stock Compensation and Option Plan [Filed
as Exhibit A to the Registrant's 1997 Definitive Proxy Statement and incorporated
by reference herein]*
4.2 Articles of Incorporation [Filed as an Exhibit to the Registrant's Form S-2
Registration Statement, File No. 33-16279, and incorporated by reference herein]*
4.3 Bylaws [Filed as an Exhibit to the Registrant's Form S-2 Registration Statement, File
No. 33-16279, and incorporated by reference herein]*
5.1 Opinion of Graydon, Head & Ritchey
23.1 Consent of Graydon, Head & Ritchey (included in opinion)
23.2 Consent of Geo. S. Olive & Co. LLC
<FN>
- --------------
*Incorporated by reference.
</FN>
</TABLE>
<PAGE> 1
EXHIBIT 5.1
May 12, 1998
Escalade, Incorporated
817 Maxwell Avenue
Evansville, Indiana 47717
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have acted as counsel to Escalade, Incorporated, an Indiana
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, on Form S-8 (the "Registration Statement")
of up to 100,000 shares of the Company's Common Stock, no par value per share
(the "Shares"), issuable under the Company's 1997 Director Stock Compensation
and Option Plan.
As counsel for the Company, we have made such legal and factual
examinations and inquiries as deemed advisable for the purpose of rendering this
opinion. In addition, we have examined such documents and materials, including
the Articles of Incorporation and Bylaws of the Company, and other corporate
records of the Company as we have deemed necessary and appropriate for the
purpose of this opinion.
On the basis of the foregoing, we are of the opinion that the 100,000
shares of Common Stock of the Company registered for issuance pursuant to the
Registration Statement, are currently validly authorized and, when issued as
contemplated by the Registration Statement, will be legally issued, fully paid
and nonassessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as part of the
above-referenced Registration Statement and amendments thereto.
Very truly yours,
GRAYDON, HEAD & RITCHEY
/s/ Richard G. Schmalzl
Richard G. Schmalzl
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Escalade, Incorporated on Form S-8 of our report dated January 30, 1998,
included in the Annual Report on Form 10-K of Escalade, Incorporated for the
year ended December 31, 1997.
GEO. S. OLIVE & CO. LLC
Evansville, Indiana
May 11, 1998
