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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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.
[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
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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: [ ]
This Amendment No. 1 to Tender Offer Statement on Schedule TO (the "Statement")
amends and supplements the statement originally filed on February 24, 2000 by
Escalade, Incorporated, an Indiana corporation (the "Company"), in connection
with its offer 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
Amendment No. 1 is intended to satisfy the reporting requirements of Section
13(e) of the Securities Exchange Act of 1934, as amended, and is being filed to
report the preliminary results of the Offer.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby supplemented by adding the following:
On March 28, 2000, the Company issued a news release announcing the
preliminary results of the Offer, a copy of which is filed as Exhibit (a)(5)(v)
hereto and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 is supplemented by adding Exhibit (a)(5)(v)
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.*
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(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).**
(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
with the Commission on October 22, 1999).**
(a)(5)(v) Press Release dated March 28, 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 28, 2000
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
(a)(5)(v) Press Release dated March 28, 2000.
<PAGE> 1
EXHIBIT (a)(5)(v)
Press Release
ESCALADE ANNOUNCES PRELIMINARY RESULTS
OF DUTCH AUCTION TENDER OFFER
Evansville, IN, March 28, 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 a preliminary count by the
depositary for its Dutch Auction tender offer, the Company expects to purchase
approximately 758,364 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. Approximately 867,500 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 58,364 shares as permitted by applicable laws, rules and
regulations, for a total of 758,364 shares. The purchase price will be $18.00
per share, and the Company's repurchase will be prorated in accordance with the
terms of the offer.
Escalade said that the determination of the actual number of shares to be
purchased and the actual proration factor 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 after
determination of the final proration factor, 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 will be
returned to the tendering stockholders at the Company's expense as promptly as
practicable following these determinations.
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 approximately 2,159,814 shares of Common
stock outstanding.
