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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE TO
TENDER OFFER STATEMENT
(UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
ESCALADE, INCORPORATED
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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 Filing Persons)
COPY TO:
Richard G. Schmalzl, Esq.
Graydon, Head & Ritchey
1900 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
(513) 621-6464
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$12,600,000 $2,520
* Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 700,000 shares
at $18.00 per share.
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[X] Check the 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: $2,520
Form or Registration No: Schedule TO
Filing Party: Escalade, Incorporated
Date Filed: February 24, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting results of
the tender offer: [X]
This Amendment No. 1 to Tender Offer Statement on Schedule TO (the "Statement")
relates to an offer by Escalade, Incorporated, an Indiana corporation (the
"Company"), to purchase up to 700,000 shares of its common stock, no par value,
at prices not less than $14.50 nor more than $18.00 per share, net to the seller
in cash. The Company's offer was made upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated February 24, 2000, the
related Letter of Transmittal and certain other relevant documents (together,
the "Offer"). Copies of the Offer to Purchase and the Letter of Transmittal were
previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to this Statement. This is
the Final Amendment to the Statement pursuant to Rule 13e- 4(c)(4) under the
Securities Exchange Act of 1934, as amended, and is being filed to report the
results of the Offer.
ITEM 4. TERMS OF THE TRANSACTION
Item 4 is hereby supplemented and amended by adding the following:
The Offer expired at 5:00 P.M., Eastern Time, on Friday, March 24,
2000. Stockholders properly tendered 867,705 shares that were not withdrawn
prior to the expiration of Offer. The Company increased the Offer to accept
58,312 additional shares from tendering stockholders as allowed by Rule
13e-4(f)(ii) of the Securities Exchange Act. Accordingly, the Company has
accepted for purchase a total of 758,312 shares at a purchase price of $18.00
per share, which represents the Company's purchase of approximately 26% of the
shares tendered by all tendering stockholders in accordance with the proration
procedures set forth in the Offer to Purchase. Following the purchase of the
shares tendered in this Offer, the Company will have 2,159,866 shares
outstanding.
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ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby supplemented by adding the following:
On March 31, 2000, the Company issued a news release announcing the
final results of the Offer, a copy of which is filed as Exhibit (a)(5)(vi)
hereto and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 is supplemented by adding Exhibit (a)(5)(vi)
Exhibit Description
- ------- -----------
(a)(1)(i) Form of Offer to Purchase, dated February 24, 2000.*
(a)(1)(ii) Letter of Transmittal together with Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(iii) Letter to Stockholders from Robert E. Griffin, the Company's
Chairman of the Board, dated February 24, 2000.*
(a)(1)(iv) Notice of Guaranteed Delivery.*
(a)(1)(v) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees, dated February 24, 2000.*
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(5)(ii) Press Release dated February 24, 2000.*
(a)(5)(iii) Pages F-1 through F-22, inclusive, of Escalade's Annual Report
on Form 10-K for the fiscal year ended December 26, 1998
(incorporated by reference to Escalade's Annual Report for the
fiscal year ended December 26, 1998 filed with the Commission on
March 18, 1999).**
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(a)(5)(iv) Pages 3 through 9, inclusive, of Escalade' s Quarterly Report on
Form 10-Q for the quarterly period ended October 2, 1999
(incorporated by reference to Escalade's Quarterly Report on
Form 10-Q for the quarterly period ended October 2, 1999 filed
wit the Commission on October 22, 1999).**
(a)(5)(v) Press Release dated March 28, 2000.*
(a)(5)(vi) Press Release dated March 31, 2000.
(b) Commitment Letter dated as of February 14, 2000 between Bank
One, Indianapolis, N.A. and the Company.*
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
* Previously Filed
** Information incorporated by reference is available to the public at the
website maintained by the Commission at http//www.sec.gov.
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 of the Board
Dated: March 31, 2000
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
(a)(5)(vi) Press Release dated March 31, 2000.
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EXHIBIT (a)(5)(vi)
Press Release
ESCALADE ANNOUNCES FINAL RESULTS
OF DUTCH AUCTION TENDER OFFER
Evansville, IN, March 31, 2000-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 the final count by the depositary
for its Dutch Auction tender offer, the Company will purchase 758,312 shares of
its Common stock, from its stockholders at a price of $18.00 per share in
accordance with the terms of the offer. The tender offer expired at 5:00 p.m.
(Eastern time) on Friday, March 24, 2000.
Under the terms of the tender offer which commenced on February 24, 2000, the
Company had offered to purchase for cash up to 700,000 shares, or approximately
24 % of its issued and outstanding Common stock at a purchase price not greater
than $18.00 nor less than $14.50 per share, net to the seller in cash, without
interest thereon. 867,705 shares were properly tendered by stockholders and not
withdrawn prior to the expiration of the tender offer. The Company selected the
purchase price that enabled it to purchase 700,000 shares, plus an additional
58,312 shares as permitted by applicable laws, rules and regulations, for a
total of 758,312 shares. The purchase price will be $18.00 per share, and the
Company's repurchase will be prorated using a proration factor of .87395196 in
accordance with the terms of the offer.
Payment for shares properly tendered and accepted will be made on March 31,
2000. All shares not purchased pursuant to the offer will also be returned to
the tendering stockholders at the Company's expense on March 31, 2000.
On February 23, 2000 the last full Nasdaq National market trading day prior to
announcement of the tender offer, the closing price of the Common stock was
$14.00 per share. The closing price of the Company's Common stock on March 23,
2000 the last Nasdaq National Market trading day prior to expiration of the
tender offer, was $17.44 per share.
The shares that the Company expects to purchase in the tender offer represent
approximately 26% of the 2,918,178 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 2,159,866 shares of Common stock
outstanding.
