<PAGE> 1
===============================================================================
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec.14a-12
</TABLE>
ESCALADE, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:......
2) Aggregate number of securities to which transaction applies:.........
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):..................................................
4) Proposed maximum aggregate value of transaction:.....................
5) Total fee paid:......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:..........................................
2) Form, Schedule or Registration Statement No.:....................
3) Filing Party:....................................................
4) Date Filed:......................................................
===============================================================================
<PAGE> 2
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 31, 2000
To the Stockholders of
Escalade, Incorporated
You are hereby notified that the Annual Meeting of the Stockholders of
Escalade, Incorporated will be held at the offices of the Company, 817 Maxwell
Avenue, Evansville, Indiana, on Saturday, April 29, 2000 at 9:00 A.M., local
time, for the following purposes:
1. To elect to the Board seven (7) Directors as set forth herein.
2. To approve the appointment of the firm Olive LLP, to serve as
independent auditors for the Company for the year 2000.
3. To transact such other business that may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on March 31, 2000 will
be entitled to vote at the meeting.
ALL PERSONS WHO FIND IT CONVENIENT TO DO SO ARE CORDIALLY INVITED TO
ATTEND THE MEETING IN PERSON. IN ANY EVENT, PLEASE SIGN, MARK AND RETURN THE
PROXY ENCLOSED WITH THIS NOTICE AT YOUR EARLIEST CONVENIENCE.
By order of the Board of Directors
JOHN R. WILSON
Vice President & Chief Financial Officer
<PAGE> 3
PROXY STATEMENT
The Board of Directors of Escalade, Incorporated (hereinafter referred
to as "Escalade" or the "Company"), 817 Maxwell Avenue, Evansville, Indiana
47717 ((812) 467-1200) is soliciting proxies the form of which is enclosed, for
the Annual Meeting of Stockholders to be held on Saturday, April 29, 2000, at
9:00 a.m. local time. Each of the 2,159,866 shares of common stock outstanding
on March 31, 2000 is entitled to one vote on all matters acted upon at the
meeting and only Stockholders of record on the books of the Company at the close
of business on March 31, 2000 will be entitled to vote at the meeting, either in
person or by proxy. The shares represented by all properly executed proxies
which are sent to the Company will be voted as designated and each not
designated will be voted affirmatively. Unless discretionary authority is
withheld, all other matters coming before the meeting will be voted according to
the best judgment of the proxies. Each person giving a proxy may revoke it by
giving notice to the Company in writing or in open meeting at any time before it
is voted. The proxy statement is being mailed to shareholders on or about March
31, 2000.
The expense of soliciting proxies will be borne by the Company. Proxies
will be solicited principally by mail, but may also be solicited by Directors,
Officers, and other regular employees of the Company, who will receive no
compensation therefore in addition to their regular salaries. Bankers and others
who hold stock in trust will be asked to send proxy materials to the beneficial
owners of the stock, and the Company may reimburse them for their expenses.
The Annual Report of the Company for the year of 1999 is being mailed
to you with this proxy statement, but such report and financial statements are
not a part of this proxy statement.
2
<PAGE> 4
CERTAIN BENEFICIAL OWNERS
Under Rule 13(d) of the Securities Exchange Act of 1934, a beneficial
owner of a security is any person who directly or indirectly has or shares
voting power or investment power over such security. Such beneficial owner under
this definition needs not enjoy the economic benefit of such securities. The
following table sets forth certain information regarding beneficial ownership of
the Company's Common Stock by its Executive Officers and by the only
stockholders deemed to be beneficial owners of 5% or more of the Common Stock of
the Company as of March 31, 2000.
<TABLE>
<CAPTION>
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE PERCENTAGE
CLASS OF BENEFICIAL OWNER OF OWNERSHIP OF CLASS
- ------------------------------------------------------------------------------------------------------------
EXECUTIVE OFFICERS
<S> <C> <C> <C>
Common Stock Robert E. Griffin 550,561 (1) 25.5% (1)
817 Maxwell Avenue
Evansville, Indiana 47717
Common Stock C. W. "Bill" Reed 136,494 (2) 6.3% (2)
817 Maxwell Avenue
Evansville, Indiana 47717
Common Stock John R. Wilson 34,750 (3) 1.6% (3)
817 Maxwell Avenue
Evansville, Indiana 47717
OTHER 5% STOCKHOLDERS
Common Stock Andrew and Charmenz Guagenti 229,902 (4) 10.6% (4)
216 Water Street
Newburgh, Indiana 47630
</TABLE>
(1) Includes 157,386 shares held by a Family Limited Partnership and 206,720
shares held by his children. Mr. Griffin disclaims beneficial ownership of
those shares. Also includes 1,729 shares issuable upon the exercise of
outstanding stock options.
(2) Includes 38,350 shares issuable upon the exercise of outstanding stock
options.
(3) Includes 16,250 shares issuable upon exercise of outstanding stock options.
(4) Includes 108,355 shares owned by Mr. Guagenti directly and in his directed
IRA and 121,547 shares owned by Mrs. Guagenti directly in her directed IRA
and as Trustee. Mr. and Mrs. Guagenti each disclaims beneficial ownership of
the shares held by the other.
3
<PAGE> 5
ITEM NO. 1
ELECTION OF DIRECTORS
The Board of Directors voted to set the size of the Board at eight members.
All persons proposed for election to the Board of Directors are presently
Directors. Those persons whose names are set forth below are standing for
election, other than Gerald J. Fox who has informed the Company that he will
retire as a director effective at the Annual Meeting. The Board of Directors has
not nominated a replacement for Mr. Fox, and accordingly, one Board position
will remain vacant at the Annual Meeting. The term of office of the Directors
standing for election at the Annual Meeting will be until the next meeting of
the stockholders and until their successors are elected and qualified.
<TABLE>
<CAPTION>
SHARES OF COMMON
Information with respect to each of the Directors is set forth as follows: STOCK OF THE COMPANY
BENEFICIALLY OWNED ON
MARCH 31, 2000
DIRECTOR PERCENT OF
NAME AND PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS SINCE (1) AGE NUMBER CLASS
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
YALE A. BLANC - Consultant to Martin Yale Industries, Inc.
(a subsidiary of the Company) . . . . . . . . . . . . . . . . . . . . . . 1972 78 7,400(2) .3%(2)
GERALD J. FOX - Private Investor, Senior Vice President
of Oppenheimer & Co., Inc. in the Institutional Sales
Department from 1984 till 1992. (3) . . . . . . . . . . . . . . . . . 1968 65 91,196(4) 4.2%(4)
ROBERT E. GRIFFIN - Chairman since May, 1999, Previously
Chairman and Chief Executive Officer of the Company
since February 1994, Previously President and Chief
Executive Officer since 1976 . . . . . . . . . . . . . . . . . . . . . . 1973 65 550,561(5) 25.5%(5)
BLAINE E. MATTHEWS, JR. - Director and Corporate Secretary
of Matthews 1812 House, Inc. since 1979, a mail order
supplier of cakes and food gifts . . . . . . . . . . . . . . . . . . . . . . 1965 62 63,942(6) 3.0%(6)
ROBERT D. ORR - Private Investor, Ambassador to Singapore
from 1989 till 1992 and Governor of the State of Indiana
from 1981 till 1989 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1992 82 55,274(7) 2.6%(7)
C. W. "BILL" REED - President and Chief Executive Officer
since May, 1999, Previously President and Chief Operating
Officer of the Company since February, 1994 and President
of Martin Yale Industries, Inc. since 1980 . . . . . . . . . . . . . . . 1997 53 136,494(8) 6.3%(8)
A. GRAVES WILLIAMS, JR. - Private Investor, President and
Director of The Irwin Company, Wilmington, Ohio,
a manufacturer of drill bits, screwdrivers, measuring tapes
and similar tools, from 1978 till 1993. (3) . . . . . . . . . . . . . 1958 67 31,819(9) 1.5%(9)
KEITH P. WILLIAMS - President of Good Earth Tools, Inc.,
Crystal City, Missouri since 1964, a company specializing
in wear-proofing with tungsten carbide. (3) . . . . . . . . . . . . 1982 72 61,610(10) 2.9%(10)
All (9) Directors and Executive Officers as a Group . . . . . 1,033,046 47.8%
</TABLE>
4
<PAGE> 6
(1) On March 8, 1973 the Board of Directors of the Williams Manufacturing
Company became the Board of Directors of Escalade, Incorporated pursuant
to an Agreement and Plan of reorganization under which the Williams
Manufacturing Company merged into Escalade. The nominees whose period
began prior to 1973 were directors of Williams since the dates shown.
(2) Includes 736 shares held by his spouse, Mr. Blanc disclaims beneficial
ownership of those shares. Also includes 400 shares issuable upon the
exercise of outstanding stock options.
(3) Mr. A. Graves Williams, Jr., Mr. Keith P. Williams, and Karen Williams Fox
are first cousins. Mr. Gerald J. Fox is married to Karen Williams Fox. All
such persons disclaim beneficial ownership of shares held by any of the
foregoing persons of whom he or she is related.
(4) Includes 54,535 shares held by his spouse. Mr. Fox disclaims beneficial
ownership of those shares. Also includes 707 shares upon the exercise of
outstanding stock options.
(5) See note (1) under "Certain Beneficial Owners".
(6) Includes 14,000 shares held by his spouse. Mr. Matthews disclaims
beneficial ownership of those shares. Also includes 911 shares issuable
upon the exercise of outstanding stock options.
(7) Includes 9,999 shares held by his spouse. Mr. Orr disclaims beneficial
ownership of those shares.
(8) See note (2) under "Certain Beneficial Owners".
(9) Includes 81,802 shares held by his spouse. Mr. Williams disclaims
beneficial ownership of those shares.
(10) Includes 3,829 shares held by his spouse. Mr. Williams disclaims
beneficial ownership of those shares. Also includes 850 shares issuable
upon the exercise of outstanding stock options.
While there is no reason to believe that any of the persons nominated
will, prior to the date of the meeting, refuse or be unable to accept the
nomination, should any person nominated so refuse or become unable to accept, it
is the intention of the persons named in the proxy to vote for such other person
or persons as the Directors recommend.
The executive officers of the Company are as follows: Robert E. Griffin
(age 65), Chairman, C. W. (Bill) Reed (age 53), President and Chief Executive
Officer, and John R. Wilson (age 58), Vice President and Chief Financial
Officer. The executive officers' terms expire April 29, 2000.
5
<PAGE> 7
BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS, AND FUNCTIONS
The Board of Directors of the Company currently consists of two members
who are executive officers (Robert E. Griffin and C.W. ("Bill") Reed and six
non-employee members (Yale A. Blanc, Gerald J. Fox, Blaine E. Matthews, Jr.,
Robert D. Orr, A. Graves Williams, Jr., and Keith P. Williams).
During 1999 the Board of Directors had five meetings. All Directors
attended 100% of the Board of Director and Committee meetings except for Mr.
Blanc who attended 80% and Mr. Fox who attended 71%.
The Company has a standing Audit Committee of the Board of Directors. The
Audit Committee is composed of Blaine E. Matthews, Jr. and A. Graves Williams,
Jr. It held one meeting in 1999. The main functions performed by the Audit
Committee are to (1) review with the independent auditors their observations on
internal controls of the Company and the competency of financial accounting
personnel, (2) review with the chief accounting officer and independent
auditors, the accounting for specific items or transactions as well as
alternative accounting treatments and their effects on earnings, and (3)
recommend the firm of independent certified public accountants to be engaged by
the Company.
The Board of Directors has a Compensation Committee consisting of Gerald
J. Fox and A. Graves Williams, Jr. This committee met one time in 1999 to review
salaries and compensation levels within the Company. The Board of Directors also
has a Stock Option Committee consisting of A. Graves Williams, Jr., Gerald J.
Fox and Keith P. Williams. This committee met one time in 1999 to review the
granting of options. The Board of Directors has no nominating committee.
SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the best of the Company's knowledge, all of the Company's directors,
officers and 10% or more shareholders have timely filed with the Securities and
Exchange Commission all reports required to be so filed pursuant to Section 16
of the Securities Exchange Act of 1934 for 1999.
6
<PAGE> 8
EXECUTIVE COMPENSATION
SUMMARY
The following table is a summary of the compensation paid by the Company
to Messrs. Griffin, Reed, and Wilson, its executive officers, for the last three
years.
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation
------------------------------------------ ---------------------------
Name and Other Annual Stock All Other
Principal Salary Bonus Compensation Options Compensation
Position Year $ $ $ (2) (# Shares) $ (3)
- ----------------- ---- ------- ------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Griffin 1997 116,204 270,000 37,648 -- 7,379
Chairman and 1998 118,217 125,282 41,180 1,063 304,588(4)
Director 1999 65,556(1) 76,970 45,043 666 5,774
C.W. "Bill" Reed 1997 188,208 402,767 18,824 10,000 9,788
President, CEO, 1998 208,824 358,914 20,590 10,493 10,288
and Director 1999 203,161(1) 219,485 22,521 10,357 10,288
John R. Wilson 1997 81,242 146,260 14,062 5,000 6,190
Vice President 1998 84,661 139,857 15,381 5,000 6,591
and CFO 1999 89,062(1) 99,647 16,824 5,000 6,678
</TABLE>
(1) Of the amounts shown, the following was deferred pursuant to the
Company's 401K retirement plan; Mr. Griffin ($5,921), Mr. Reed ($9,795)
and Mr. Wilson ($8,046). This amount also includes directors fees for Mr.
Griffin ($28,000) and Mr. Reed ($15,000).
(2) The amounts shown are the interest earned pursuant to the Company's
deferred compensation plan.
(3) In 1999, the amounts shown include the Company's contribution to the 401K
retirement plan; Mr. Griffin ($3,947), Mr. Reed ($10,000) and Mr. Wilson
($5,364) and the dollar value of the group term life insurance premiums
paid by the Company; Mr. Griffin ($1,827), Mr. Reed ($288) and Mr. Wilson
($1,314).
(4) This amount also includes the dollar value ($297,000) of the benefit of
premiums paid by the Company in 1998 for a split-dollar life insurance
policy for Mr. Griffin. The Company will be reimbursed for all premiums
paid by the Company on this policy in the event of death or from cash
value of the policy after 10 years.
7
<PAGE> 9
STOCK OPTIONS
The following table shows information concerning individual grants of
options to purchase the Company's common stock made in 1999 to the Company's
executive officers pursuant to the 1997 Incentive Stock Option Plan.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS IN 1999
- ---------------------------------------------------------------------------------------------------------------------------------
Percent of
Options Total Options
Granted Granted To Potential Realized Value
(# Shares) Employees in Exercise Price Expiration at Assumed Annual Rates of Stock
Name (1) Fiscal Year ($/Share) Date Price Appreciation for Option Term (2)
- ----------------- ---------- -------------- -------------- ---------- --------------------------------------
5% ($) 10% ($)
----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Griffin -- -- -- -- -- --
C.W. "Bill" Reed 10,000 27.03% $17.69 3/14/04 48,900 108,000
John R. Wilson 5,000 13.51% $17.69 3/14/04 24,450 54,000
</TABLE>
(1) Of the options granted, none are exercisable in the first year and then 25%
of the grant become exercisable in each of the next four years. Issued at
market price on day of grant.
(2) Calculated based upon assumed stock prices for the Company's common stock
of $22.58 and $28.49, respectively, if 5% and 10% annual rates of stock
appreciation are achieved over the full term of the option. The potential
realizable gain equals the product of the number of shares underlying the
stock option grant and the difference between the assumed stock price and
the exercise price of each option.
The following table shows information on the Company's executive officers
exercise of stock options during 1999 and the number of outstanding stock
options held by such persons and the possible value of such options as of
December 25, 1999.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1999 AND YEAR END OPTION VALUES
- ---------------------------------------------------------------------------------------------------------------------------------
Value of
Number of Unexercised
Unexercised In-The-Money
Shares Options At Options At
Acquired 12/25/99 12/25/99
on Value Exercisable/ Exercisable/
Exercise Realized Unexercisable Unexercisable
Name (#) $ (1) (#) $ (2)
- ----------------- -------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Robert E. Griffin -- -- 1063 / 666 4,178 / 0
C.W. "Bill" Reed 11,500 135,125 7,993 / 22,875 52,437 / 19,650
John R. Wilson 7,000 78,962 2,500 / 11,250 4,913 / 9,825
</TABLE>
(1) Value is calculated by determining the difference between the per share
exercise price and the per share fair market value of the common stock as
of the exercise date, multiplied by the number of shares acquired upon the
exercise of the options.
(2) The value of unexercised options is calculated by determining the
difference between $13.81 per share, the last reported sale price of the
common stock on the Nasdaq National Market on December 23, 1999, and the
exercise price of the option as of such date, multiplied by the number of
shares subject to the option.
8
<PAGE> 10
COMPENSATION OF DIRECTORS
During 1999 all Directors of the Company except Mr. Griffin received a
retainer of $5,000 and a regular meeting fee of $2,000 for each meeting
attended. The Chairman of the Audit Committee and the Compensation Committee
received a $1,000 Chairman fee. Directors are reimbursed for their expenses
incurred for attending the meetings.
Mr. Griffin received $18,000 for performing his duties as Chairman of the
Board and for serving on the Board of Directors and its committees. Mr. Griffin
also receives a fee of $2,000 for each meeting attended.
Some of the Directors elected to receive some of these fees in shares of
the Company's common stock pursuant to the 1997 Director Stock Compensation and
Option Plan which was approved by shareholders at the 1997 annual meeting. Those
shares will not be issued until April 28, 2000. In 1999 there were 4,256 shares
issued and 2,128 stock options issued pursuant to the plan.
COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Executive compensation is determined by the Compensation Committee of the
Board of Directors. Stock option grants are determined by the Stock Option
Committee of the Board of Directors. Both committees are comprised entirely of
non- management Directors. Based on the Company's past compensation practices,
the Company does not currently believe that Section 162 (m) of the Internal
Revenue Code, which limits the deductibility of executive compensation in
certain events, will adversely affect the Company's ability to obtain a tax
deduction for compensation paid to its executive officers.
REPORT OF THE COMPENSATION COMMITTEE
The Company's compensation package for its executive officers consists
primarily of base salary, incentive profit sharing bonuses and stock option
grants. Stock option grants are determined by the Stock Option Committee and are
discussed under that Committee's separate report. Base salaries and incentive
profit sharing bonuses are determined by this Committee.
In general, base salary levels are set at the beginning of each year at
levels believed by this Committee to be sufficient to attract and retain
qualified executives when considered with the other components of the Company's
compensation structure. The primary considerations in determining whether base
salaries will be adjusted is the Company's income level generated in the
previous year and any changes in level of responsibility. The Committee also
subjectively reviews the individual performance of each executive officer. For
1999, the Committee believed that base salaries for executive officers and other
management employees could be increased within a range of 3 to 6%. The Committee
increased Mr. Reed's base salary by 3% for 1999.
This Committee believes that a significant portion of total annual cash
compensation should be subject to the Company's actual performance achieved in
that year. Consequently, the incentive profit sharing bonuses of the Company's
executive officers can be a significant percentage of their overall
compensation. Each of the Company's subsidiaries has in place an incentive
profit sharing plan where the amounts payable thereunder are based primarily
upon the subsidiary's after tax return on equity and after tax return on assets
and, to a lesser degree, upon the results of customer satisfaction surveys. At
the beginning of each year, the Committee reviews, approves and/or modifies
target levels suggested by management for each of these three components for
each subsidiary.
If the subsidiary meets or exceeds its targets in one or more of the
performance components, a bonus pool is created with respect to such component
for payment to the subsidiary's employees. An additional 20% of any amounts
payable under the subsidiary's incentive profit sharing plan is payable to the
Company. The Company in turn distributes the incentive compensation received
from each subsidiary to the Company's executive officers based on a
pre-determined percentage. Accordingly, each executive officer's incentive
profit sharing is directly linked to the performance by each of the Company's
operating subsidiaries. The percentage and amount attributable to each
individual executive officer is reviewed by this Committee on an annual basis.
This Committee approved Mr. Reed's portion, under the plan, of $219,485 for
1999.
9
<PAGE> 11
In 1999, the Company's office and graphic arts machines and equipment
subsidiary and the company's sporting goods subsidiaries exceeded their target
levels for each of the three incentive profit sharing components and a bonus
pool was created with respect to those operations. Therefore, the 1999 bonus
amounts paid to Mr. Reed and the Company's other executive officers were
generated from the Company's office and graphic arts machines and equipment
subsidiary and the Company's sporting goods subsidiaries. After incentive profit
sharing and taxes the Company's consolidated net income of $6,099,936 generated
a return on assets (on average beginning and ending assets) of 9.4% and a return
on equity (on beginning equity) of 22.8%.
Gerald J. Fox A. Graves Williams, Jr.
REPORT OF STOCK OPTION COMMITTEE
The Company maintains a Stock Option Committee of the board of Directors,
whose primary purpose is to determine annual stock option grants to the
Company's executive officers and other eligible employees. The Stock Option
Committee continues to believe that stock options are an effective incentive to
encourage stock ownership by officers and key employees of the Company and its
subsidiaries so that those persons acquire or increase their proprietary
interest in the success of the Company.
Shareholders approved the 1997 Incentive Stock Option Plan at the 1997
annual meeting. Pursuant to that plan the committee felt it was appropriate to
grant stock options to certain executive officers of the Company in 1999. The
committee granted Mr. Reed 10,000 options.
A. Graves Williams, Jr. Gerald J. Fox Keith P. Williams
COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
In 1999, Messrs. Fox, Graves Williams and Keith Williams were non-employee
Directors of the Company and comprised the Company's Compensation and Stock
Option Committees. No other Director or executive officer of the Company serves
on any board of directors or compensation committee of any entity which
compensates any of Messrs. Fox, Graves Williams or Keith Williams.
FINANCIAL PERFORMANCE
The graph below compares the Company's cumulative shareholder return on
Company common stock to a broad equity market index and to an industry index for
the past five years. The broad equity market index selected by the Company is
the CRSP Total Return Index for The Nasdaq Stock Market (U.S. Companies) which
includes all domestic companies traded on the Nasdaq market as are the Company's
shares. The published industry index selected by the Company is the Nasdaq Total
Return Industry Index for Nasdaq Non-Financial Stock which is comprised of all
Nasdaq traded companies having the standard industrial classification (SIC) code
of 1 through 59 and 70 and above, which are all of the non-financial industries
(SIC) codes. The Company's SIC code falls within these parameters and the
Company is not aware of any other single company that is engaged in both the
same industries as Escalade.
10
<PAGE> 12
The following graph assumes the investment of $100 in the Company's common
stock on December 30, 1994 and the investment of an equal amount in each of the
above referenced indices.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Escalade 100.00 82.24 191.89 312.50 411.18 302.85
Nasdaq U.S. 100.00 141.34 173.89 213.07 300.25 542.43
Nasdaq Non-Financia 100.00 139.26 169.16 198.09 290.32 559.35
</TABLE>
The Company's line graph has been plotted based upon its actual year end dates
which is the last Saturday in December of each year. The line graphs for each of
the two indices have been plotted based upon the last trading date in such
calender years.
OTHER SECURITIES FILINGS
The information contained in this Proxy Statement under the sub-headings
"Compensation and Stock Option Committee Report on Executive Compensation" and
"Financial Performance" are not, and should not be deemed to be, incorporated by
reference into any prior filings by the Company under the Securities Act of 1933
or the Securities Exchange Act of 1934 that purport to incorporate future
filings or portions thereof by reference (including this proxy statement).
11
<PAGE> 13
ITEM NO. 2
APPROVAL OF AUDITORS
The Management proposes and recommends that the Stockholders approve the
selection by the Board of Directors of the firm of Olive LLP to serve as
independent auditors for the Company for the year 2000. The firm has served as
independent auditors for the Company since 1977. Audit services performed by
Olive LLP during the fiscal year most recently completed include examinations of
the financial statements of the Company and its subsidiaries, services related
to filings with the Securities and Exchange Commission, and consultations on
matters related to accounting, financial reporting and filing of Federal and
State Income Tax Returns.
In the event the appointment of Olive LLP, as independent auditors for 2000
is not approved by the shareholders, the adverse vote will be considered as a
direction to the Board of Directors to select other auditors for the following
year. However, because of the difficulty and expense of making any substitution
of auditors so long after the beginning of the current year, it is contemplated
that the appointment for the year 2000 will be permitted to stand unless the
Board finds other good reason for making a change. Management recommends a vote
"FOR" the approval of the appointment of Olive LLP.
RESULTS OF THE 1999 ANNUAL MEETING
2 ,655,127 shares or 85.1 % of the outstanding shares of the Company were
voted in person or by proxy at the 1999 annual meeting which was held April 24,
1999. The proposals to elect to the Board eight Directors, and to approve the
appointment of Olive LLP to serve as independent auditors for the Company for
the year 1999 were approved by the shareholders.
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Shareholder proposals for shareholder action at the 2001 annual meeting
must be presented in writing at the offices of the Company on or before January
15, 2001. Any shareholder who intends to propose any other matter to be acted
upon at the 2001 annual meeting of shareholders must inform the Company no later
than March 10, 2001. If notice is not provided by that date, the persons named
in the Company's proxy for the 2001 annual meeting will be allowed to exercise
their discretionary authority to vote upon any such proposal without the matter
having been discussed in the proxy statement for the 2001 annual meeting. Only
such proposals as are (1) required by Securities and Exchange Commission Rules,
and are (2) permissible shareholder motions under the Corporation law of the
State of Indiana will be included on the 2001 meeting docket.
OTHER BUSINESS
The management does not know of any other business to be presented to the
meeting and does not intend to bring any other matters before the meeting. No
shareholder has informed the Company of any intention to propose any other
matter to be acted upon at the meeting. Accordingly, the persons named in the
accompanying Proxy are allowed to exercise their discretionary authority to vote
upon any such proposal without the matter having been discussed in this proxy
statement. If any matters properly come before the meeting, it is intended that
the persons named in the accompanying Proxy will vote thereon according to their
best judgment and interest of the Company.
By order of the Board of Directors
JOHN R. WILSON
Vice-President & Chief Financial Officer
12
<PAGE> 14
ESCALADE, INCORPORATED
817 Maxwell Avenue, Evansville, Indiana 47717
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Robert E. Griffin, Yale A. Blanc, and
A. Graves Williams, Jr. as Proxies, each with the power to appoint his or her
substitute, and hereby authorizes them to represent and to vote, as designated
below, all the shares of common stock of Escalade, Incorporated, held of record
by the undersigned on March 31, 2000 at the annual meeting of shareholders to be
held on April 29, 2000 or any adjournment thereof.
1. ELECTION OF DIRECTORS:
For all nominees [ ] Withhold Authority to vote for [ ] Exceptions [ ]
listed below all nominees listed below
Nominees: Yale A. Blanc, Robert E. Griffin, Blaine E. Mathews, Jr.,
Robert D. Orr, C.W. "Bill" Reed, A. Graves Williams, Jr.,
Keith P. Williams
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED):
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2. PROPOSAL TO APPROVE THE APPOINTMENT OF OLIVE LLP, as the independent public
accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
<PAGE> 15
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted for Proposals 1 and 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
- ------------------------------------------------------------------------
Signature
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Signature if held jointly
Dated, , 2000
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PLEASE MARK SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
