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EXHIBIT (a)(1)(ii)
Letter of Transmittal
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LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK
OF
ESCALADE, INCORPORATED
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED FEBRUARY 24, 2000
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., EASTERN TIME, ON FRIDAY, MARCH 24, 2000,
UNLESS THE OFFER IS EXTENDED.
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BY MAIL OR OVERNIGHT COURIER:
Fifth Third Bank
Corporate Trust Administration
38 Fountain Square Plaza
Mail Drop 10AT60
Cincinnati, Ohio 45263
BY HAND:
Fifth Third Bank Fifth Third Bank
Corporate Trust Operations c/o Harris Trust
380 Walnut Street 77 Water Street
4th Floor 4th Floor
Cincinnati, Ohio 45263 New York, NY 10005
BY FACSIMILE TRANSMISSION:
(For Eligible Institutions Only)
(513) 744-6398
To Confirm Receipt of Facsimile:
(513) 579-4355
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
("DTC") (hereinafter referred to as the "Book-Entry Transfer Facility") pursuant
to the procedures set forth in Section 3 of the Offer to Purchase (as defined
below) or if Shares are conditionally tendered pursuant to the procedures set
forth in Section 6 of the Offer to Purchase. Stockholders who cannot deliver
their Shares and all other documents required hereby to the Depositary by the
expiration date (as such date is used and defined in the Offer to Purchase, the
"Expiration Date") must tender their Shares pursuant to the guaranteed delivery
procedure set forth in Section 6 of the Offer to Purchase. See Instruction 2.
Delivery of documents to Escalade or to the Book-Entry Transfer Facility does
not constitute a valid delivery.
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DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
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Print Name(s) and Addresses of Registered Holder(s) Shares Tendered
(Please fill in exactly as name(s) appear(s) on (Attach signed additional list, if necessary)
Certificates(s)
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Certificate Total Number of
Number(s)* Shares Represented Number of Shares
by Certificate(s)* Tendered**
-------------- ------------------------- ----------------------
-------------- ------------------------- ----------------------
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Total Shares:
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* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented by
any certificate delivered to the Depositary are being tendered. See Instruction
4.
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(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK ENTRY TRANSFER FACILITY (DTC) AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution:_________________________________________________
Account No.:___________________________________________________________________
Transaction Code No.:__________________________________________________________
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Stockholder(s):___________________________________________
Date of Execution of Notice of Guaranteed Delivery:____________________________
Name of Institution that Guaranteed Delivery:__________________________________
Give Account Number at DTC if Delivery is by Book Entry Transfer:
Account No.:___________________________________________________________________
Transaction Code No.:__________________________________________________________
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Escalade, Incorporated, an Indiana
corporation, the above described shares of its common stock, no par value (the
"Shares") pursuant to Escalade's offer to purchase up to 700,000 Shares at a
price per Share hereinafter set forth, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated February
24, 2000 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and
in this Letter of Transmittal (which together constitute the "Offer").
Subject to, and effective upon, acceptance for payment of and payment
for the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, Escalade all right, title
and interest in and to all the Shares that are being tendered hereby (and any
and all other Shares or other securities issued or issuable in respect thereof
on or after February 24, 2000 (collectively, "Distributions")) and constitutes
and appoints the Depositary the true and lawful agent and attorney-in-fact of
the undersigned with respect to such Shares and all Distributions, with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to (a) deliver certificates for such Shares and
all Distributions, or transfer ownership of such Shares and all Distributions on
the account books maintained by the Book-Entry Transfer Facility, together, in
any such case, with all accompanying evidences of transfer and authenticity, to
or upon the order of the Company, (b) present such Shares and all Distributions
for registration and transfer on the books of Escalade and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares and all Distributions, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions and that, when and to the extent the same
are accepted for payment by Escalade, Escalade will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to the
sale or transfer thereof, and the same will not be subject to any adverse
claims. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Depositary or the Company to be necessary or desirable
to complete the sale, assignment and transfer of the Shares tendered hereby and
all Distributions.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive the death or incapacity of the undersigned, and
any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Except as
stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one
of the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that (a) the undersigned has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (b) the tender of such Shares complies
with Rule 14e-4. Escalade's acceptance for payment of Shares tendered pursuant
to the Offer will constitute a binding agreement between the undersigned and
Escalade upon the terms and subject to the conditions of the Offer.
The undersigned understands that Escalade will determine a single per
Share price (not less than $14.50 nor more than $18.00 per Share) (the "Purchase
Price") that it will pay for Shares validly tendered and not withdrawn pursuant
to the Offer taking into account the number of Shares so tendered and the prices
specified that will enable it to purchase 700,000 Shares (or such lesser number
of Shares as are validly tendered at prices not less than $14.50 nor more than
$18.00 per Share) pursuant to the Offer. The undersigned understands that
tenders of Shares pursuant to any one of the procedures described in Section 3
of the Offer to Purchase and in the instructions
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hereto will constitute an agreement between the undersigned and Escalade upon
the terms and subject to the conditions of the Offer.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the Purchase Price of any Shares purchased, and/or return
any Shares not tendered or not purchased, in the name(s) of the undersigned
(and, in the case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility designated above). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the Purchase Price of any Shares purchased and/or any certificates for
Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the Purchase
Price of any Shares purchased and/or return any Shares not tendered or not
purchased in the name(s) of, and mail said check and/or any certificates to, the
person(s) so indicated. The undersigned recognizes that Escalade has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
Shares from the name of the registered holder(s) thereof if Escalade does not
accept for payment any of the Shares so tendered.
[INTENTIONALLY LEFT BLANK]
The Dealer Manager:
NATCITY INVESTMENTS, INC.
Corporate Finance Department
1965 East Sixth Street, 7th Floor
Cleveland, Ohio 44114
(888) 462-8289
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PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
(SEE INSTRUCTION 5)
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CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED THERE IS NO VALID TENDER OF SHARES.
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SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
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[ ] The undersigned wants to maximize the chance of having Escalade purchase all
the Shares the undersigned is tendering (subject to the possibility of
proration). Accordingly, by checking this one box INSTEAD OF ONE OF THE PRICE
BOXES BELOW, the undersigned hereby tenders Shares and is willing to accept the
Purchase Price resulting from the Dutch Auction tender process. This action
could result in receiving a price per Share as low as $14.50 or as high as
$18.00.
OR
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
[ ] 14.5000 [ ] 15.1250 [ ] 15.6875 [ ] 16.3125 [ ] 16.8750 [ ] 17.5000
[ ] 14.5625 [ ] 15.1875 [ ] 15.7500 [ ] 16.3750 [ ] 16.9375 [ ] 17.5625
[ ] 14.6250 [ ] 15.2500 [ ] 15.8125 [ ] 16.4375 [ ] 17.0000 [ ] 17.6250
[ ] 14.6875 [ ] 15.3125 [ ] 15.8750 [ ] 16.5000 [ ] 17.0625 [ ] 17.6875
[ ] 14.7500 [ ] 15.3750 [ ] 15.9375 [ ] 16.5625 [ ] 17.1250 [ ] 17.7500
[ ] 14.8125 [ ] 15.4375 [ ] 16.0000 [ ] 16.6250 [ ] 17.1875 [ ] 17.8125
[ ] 14.8750 [ ] 15.5000 [ ] 16.0625 [ ] 16.6875 [ ] 17.2500 [ ] 17.8750
[ ] 14.9375 [ ] 15.5625 [ ] 16.1250 [ ] 16.7500 [ ] 17.3125 [ ] 17.9375
[ ] 15.0000 [ ] 15.6250 [ ] 16.1875 [ ] 16.8125 [ ] 17.3750 [ ] 18.0000
[ ] 15.0625 [ ] 16.2500 [ ] 17.4375
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ODD LOTS
(SEE INSTRUCTION 9)
This section is to be completed ONLY if shares are being tendered by or on
behalf of a person owning beneficially an aggregate of fewer than 100 Shares
as of the close of business on February 23, 2000.
The undersigned either (check one box):
[ ] was the beneficial owner of an aggregate of fewer than 100 Shares as of
the close of business on February 23, 2000 all of
which are being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee that
(a) is tendering, for the beneficial owners thereof, Shares with respect to
which it is the record owner, and (b) believes, based upon representations
made to it by each beneficial owner, that the beneficial owner owned
beneficially an aggregate of fewer than 100 Shares as of the close
of business on February 23, 2000, and is tendering all of his or her Shares.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 6, 7 AND 8)
To be completed ONLY if the check for the Purchase Price of Shares
purchased and/or certificates for Shares not tendered or not purchased
are to be issued in the name of someone other than the undersigned.
Issue check [ ] and/or certificate(s) [ ] to:
Name______________________________
__________________________________
__________________________________
(Please Print)
Address____________________________
___________________________________
(Include Zip Code)
___________________________________
(Taxpayer Identification or Social Security No.)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 6, 7 AND 8)
To be completed ONLY if the check for the Purchase Price of Shares purchased
and/or the certificates for Shares not tendered or not purchased are to be
mailed to someone other than the undersigned or to the undersigned at an
address other than that shown below the undersigned's signature(s).
Mail check [ ] and/or certificate(s) [ ] to:
Name______________________________
(Please Print)
Address____________________________
(Include Zip Code)
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CONDITIONAL TENDER
A tendering stockholder may condition his or her tender of Shares upon the
purchase by Escalade of a specified minimum number of the Shares tendered
hereby, all as described in the Offer to Purchase, particularly in Section 6
thereof. Unless at least such minimum number of Shares is purchased by
Escalade pursuant to the terms of the Offer, none of the Shares tendered
hereby will be purchased. It is the tendering stockholder's responsibility to
calculate such minimum number of Shares, and each stockholder is urged to
consult his or her own tax advisor. Unless this box has been completed
and a minimum specified, the tender will be deemed unconditional.
Minimum number of Shares that must be purchased, if any are purchased:
__________ Shares
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SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W 9 BELOW)
___________________________________________________________________
Signature(s) of Owner(s)
Dated:_________________________, 2000
Name(s):_______________________________________________________________________
_______________________________________________________________________________
(Please Print)
Capacity (full title):_________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
Area Code and Telephone No.:___________________________________________________
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian, attorney in
fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 6.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
Name of Firm:__________________________________________________________________
Authorized Signature:__________________________________________________________
Dated:__________, 2000
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm that is a
member of a registered national securities exchange or the National Association
of Securities Dealers, Inc., or by a commercial bank, trust company or other
financial institution which is a participant in an approved Signature Guarantee
Medallion Program (an "Eligible Institution"). Signatures on this Letter of
Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed
by the registered holder(s) of the Shares (which term, for purposes of this
document, shall include any participant in the Book Entry Transfer Facility
whose name appears on a security position listing as the owner of Shares)
tendered herewith and such holder(s) have not completed the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (b) if such Shares are tendered
for the account of an Eligible Institution. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter of
Transmittal is to be used either if certificates are to be forwarded herewith or
if delivery of Shares is to be made by book entry transfer pursuant to the
procedures set forth in Section 3 of the Offer to Purchase. Certificates for all
physically delivered Shares, or a confirmation of a book entry transfer into the
Depositary's account at the Book Entry Transfer Facility of all Shares delivered
electronically, as well as a properly completed and duly executed Letter of
Transmittal (or photocopy thereof) and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth on the front page of this Letter of Transmittal on or prior
to the Expiration Date (as defined in the Offer to Purchase). Stockholders who
cannot deliver their Shares and all other required documents to the Depositary
on or prior to the Expiration Date must tender their Shares pursuant to the
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Pursuant to such procedure: (a) such tender must be made by or through an
Eligible Institution, (b) a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form provided by the Company (with any
required signature guarantees) must be received by the Depositary on or prior to
the Expiration Date and (c) the certificates for all physically delivered
Shares, or a confirmation of a book entry transfer into the Depositary's account
at the Book Entry Transfer Facility of all Shares delivered electronically, as
well as a properly completed and duly executed Letter of Transmittal (or
photocopy thereof) and any other documents required by this Letter of
Transmittal must be received by the Depositary within three New York Stock
Exchange, Inc. trading days after the date of execution of such Notice of
Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT
THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF CERTIFICATES FOR SHARES ARE
SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED,
IS RECOMMENDED.
Except as specifically permitted by Section 6 of the Offer to
Purchase, no alternative or contingent tenders will be accepted. Fractional
Shares, if any, will be purchased, unless proration of tendered Shares is
required. See Section 1 of the Offer to Purchase. By executing this Letter of
Transmittal (or a photocopy thereof), the tendering stockholder waives any right
to receive any notice of the acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached to this Letter of Transmittal.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK
ENTRY TRANSFER). If fewer than all the Shares represented by any certificate
delivered to the Depositary are to be tendered, fill in the number of Shares
that are to be tendered in the box entitled "Number of Shares Tendered." In such
case, a new certificate for the remainder of the Shares represented by the old
certificate will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the "Special Payment Instructions" or "Special
Delivery Instructions" boxes on this Letter of Transmittal, as promptly as
practicable following the expiration or termination of the Offer. All Shares
represented by certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
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5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares
to be validly tendered, the stockholder must check the box indicating the price
per Share at which he or she is tendering Shares under "Price (In Dollars) Per
Share at Which Shares Are Being Tendered" on this Letter of Transmittal. Only
one box may be checked. If more than one box is checked or if no box is checked,
there is no valid tender of Shares. A stockholder wishing to tender portions of
his or her Share holdings at different prices must complete a separate Letter of
Transmittal for each price at which he or she wishes to tender each such portion
of his or her Shares. The same Shares cannot be tendered (unless previously
validly withdrawn as provided in Section 4 of the Offer to Purchase) at more
than one price. Stockholders wishing to maximize the possibility that their
Shares will be purchased at the relevant Purchase Price may check the box on the
Letter of Transmittal marked "Shares Tendered at Purchase Price Determined by
Dutch Auction." Checking this box may result in a purchase price of the Shares
so tendered at the minimum price of $14.50.
6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
(a) If this Letter of Transmittal is signed by the registered holder(s)
of the Shares hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificates without alteration, enlargement or any
change whatsoever.
(b) If any of the Shares hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
(c) If any of the Shares tendered hereby are registered in different
names on different certificates, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal as there are different
registrations of certificates.
(d) If this Letter of Transmittal is signed by the registered holder(s)
of the Shares tendered hereby, no endorsements of certificates or separate stock
powers are required unless payment of the Purchase Price is to be made to, or
Shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder(s). Signatures on any such certificates
or stock powers must be guaranteed by an Eligible Institution. See Instruction
1.
(e) If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Shares. Signature(s) on any such certificates or stock powers must be
guaranteed by an Eligible Institution. See Instruction 1.
(f) If this Letter of Transmittal or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Company of the authority of such person so to act must be
submitted.
7. STOCK TRANSFER TAXES. The Company will pay or cause to be paid any
stock transfer taxes with respect to the sale and transfer of any Shares to it
or its order pursuant to the Offer. If, however, payment of the Purchase Price
is to be made to, or Shares not tendered or not purchased are to be registered
in the name of, any person other than the registered holder(s), or if tendered
Shares are registered in the name of any person other than the person(s) signing
this Letter of Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered holder(s), such other person or otherwise) payable on
account of the transfer to such person will be deducted from the Purchase Price
unless satisfactory evidence of the payment of such taxes, or exemption
therefrom, is submitted. See Section 5 of the Offer to Purchase.
8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the
Purchase Price of any Shares purchased is to be issued in the name of, and/or
any Shares not tendered or not purchased are to be returned to, a person other
than the person(s) signing this Letter of Transmittal or if the check and/or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown below the signature of the person(s) signing this
Letter of Transmittal, then the boxes captioned "Special Payment Instructions"
and/or
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"Special Delivery Instructions" on this Letter of Transmittal should be
completed. Stockholders tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained by
such stockholder at the Book-Entry Transfer Facility from which such transfer
was made.
9. ODD LOTS. As described in the Offer to Purchase, if more than
700,000 Shares have been validly tendered at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date, Escalade will purchase first all
Shares validly tendered at or below the Purchase Price and not withdrawn on or
prior to the Expiration Date by any stockholder (an "Odd Lot Owner") who owned
beneficially an aggregate of fewer than 100 Shares as of the close of business
on February 23, 2000, and who validly tenders all of such Shares (partial and
conditional tenders will not qualify for this preference) and completes the box
captioned "Odd Lots" on the Letter of Transmittal and, if applicable, the Notice
of Guaranteed Delivery.
10. SUBSTITUTE FORM W-9 AND FORM W-8. The tendering stockholder is
required to provide the Depositary with either a correct Taxpayer Identification
Number ("TIN") on Substitute Form W-9, which is provided under "Important Tax
Information" below, or in the case of certain foreign stockholders, a properly
completed Form W-8. Failure to provide the information on either Substitute Form
W-9 or Form W-8 may subject the tendering stockholder to 31% federal income tax
backup withholding on the payment of the Purchase Price. The box in Part 2 of
Substitute Form W-9 may be checked if the tendering stockholder has not been
issued a TIN and has applied for a number or intends to apply for a number in
the near future. If the box in Part 2 is checked and the Depositary is not
provided with a TIN by the time of payment, the Depositary will withhold 31% on
all payments of the Purchase Price thereafter until a TIN is provided to the
Depositary.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or
requests for assistance may be directed to the Dealer Manager at the telephone
number and address listed below. Requests for additional copies of the Offer to
Purchase, this Letter of Transmittal or other tender offer materials may be
directed to the Dealer Manager and such copies will be furnished promptly at the
Company's expense. Stockholders may also contact their local broker, dealer,
commercial bank or trust company for assistance concerning the Offer.
12. IRREGULARITIES. All questions as to the Purchase Price, the form of
documents and the validity, eligibility (including time of receipt) and
acceptance of any tender of Shares will be determined by Escalade, in its sole
discretion, and its determination shall be final and binding. Escalade reserves
the absolute right to reject any or all tenders of Shares that it determines are
not in proper form or the acceptance for payment of or payment for Shares that
may, in the opinion of Escalade's counsel, be unlawful. Escalade also reserves
the absolute right to waive any of the conditions to the Offer or any defect or
irregularity in any tender of Shares and the Escalade's interpretation of the
terms and conditions of the Offer (including these instructions) shall be final
and binding. Unless waived, any defects or irregularities in connection with
tenders must be cured within such time as Escalade shall determine. None of
Escalade, the Dealer Manager, the Depositary or any other person shall be under
any duty to give notice of any defect or irregularity in tenders, nor shall any
of them incur any liability for failure to give any such notice. Tenders will
not be deemed to have been made until all defects and irregularities have been
cured or waived.
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with
either such stockholder's correct TIN on Substitute Form W-9 below or in the
case of certain foreign stockholders, a properly completed Form W-8. If such
stockholder is an individual, the TIN is his or her social security number. For
businesses and other entities, the number is the employer identification number.
If the Depositary is not provided with the correct TIN or properly completed
Form W-8, the stockholder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, payments that are made to such
stockholder with respect to Shares purchased pursuant to the Offer may be
subject to backup withholding. The Form W-8 can be obtained from the Depositary.
See the enclosed Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 for additional instructions.
If federal income tax backup withholding applies, the Depositary is
required to withhold 31% of any payments made to the stockholder. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to federal
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income tax backup withholding will be reduced by the amount of the tax withheld.
If withholding results in an overpayment of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of his or her correct TIN by completing the
Substitute Form W-9 attached hereto certifying that the TIN provided on
Substitute Form W-9 is correct and that (a) the stockholder has not been
notified by the Internal Revenue Service that he or she is subject to federal
income tax backup withholding as a result of failure to report all interest or
dividends or (b) the Internal Revenue Service has notified the stockholder that
he or she is no longer subject to federal income tax backup withholding. Foreign
stockholders must submit a properly completed Form W-8 in order to avoid the
applicable backup withholding; provided, however, that backup withholding will
not apply to foreign stockholders subject to 30% (or lower treaty rate)
withholding on gross payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of the registered owner of the Shares.
If the Shares are in more than one name or are not in the name of the actual
owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A PHOTOCOPY THEREOF) TOGETHER
WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE EXPIRATION DATE
(AS DEFINED IN THE OFFER TO PURCHASE).
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PAYER: FIFTH THIRD BANK, as Depositary
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SUBSTITUTE PART 1 - PLEASE PROVIDE TIN______________
FORM W-9 YOUR TIN AND CERTIFY Social Security Number
Department of the Treasury BY SIGNING AND DATING Or
Internal Revenue Service BELOW Employer Identification Number
Payer's Request for Taxpayer _____________________________ PART 2 For Payees exempt
Identification Number (TIN) NAME (Please Print) from backup withholding, see
and Certification the Important Tax Information
_____________________________ above and Guidelines for
ADDRESS Certification of Taxpayer
Identification Number on
_____________________________ Substitute Form W-9 enclosed
CITY STATE ZIP CODE herewith and completed as
instructed herein.
Awaiting TIN [ ]
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PART 3 - CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT (1) The
number shown on this form is my correct taxpayer identification number (or a TIN
has not been issued to me but I have mailed or delivered an application to
receive a TIN or intend to do so in the near future), (2) I am not subject to
backup withholding either because I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding as a result
of a failure to report all interest or dividends or the IRS has notified me that
I am no longer subject to backup withholding, and (3) all other information
provided on this form is true, correct and complete.
SIGNATURE _________________________________________ DATE ____________, 2000
You must cross out item (2) above if you have been notified by the IRS that you
are currently subject to backup withholding because of under reporting interest
or dividends on your tax return.
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W 9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING
CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 31% of all
payments of the Purchase Price made to me thereafter will be withheld until I
provide a number.
SIGNATURE _____________________________ DATE _______________________, 2000
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9
SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE.
PURPOSE OF FORM. --A person who is required to file an information
return with the IRS must obtain your correct Taxpayer Identification Number
("TIN") to report income paid to you, real estate transactions, mortgage
interest you paid, the acquisition or abandonment of secured property, or
contributions you made to an IRA. Use Form W-9 to furnish your correct TIN to
the requester (the person asking you to furnish your TIN) and, when applicable,
(1) to certify that the TIN you are furnishing is correct (or that you are
waiting for a number to be issued), (2) to certify that you are not subject to
backup withholding, and (3) to claim exemption from backup withholding if you
are an exempt payee. Furnishing your correct TIN and making the appropriate
certifications will prevent certain payments from being subject to backup
withholding.
NOTE: If a requester gives you a form other than a W-9 to request your
TIN, you must use the requester's form.
HOW TO OBTAIN TIN. --If you do not have a TIN, apply for one
immediately. To apply, get Form SS-5, Application for a Social Security Card
(for individuals), from your local office of the Social Security Administration,
or Form SS-4, Application for Employer Identification Number (for businesses and
all other entities), from your local IRS office.
To complete Form W-9 if you do not have a TIN, write "Applied for" in
the space for the TIN in Part I (or check box 2 of Substitute Form W-9), sign
and date the form, and give it to the requester. Generally, you must obtain a
TIN and furnish it to the requester by the time of payment. If the requester
does not receive your TIN by the time of payment, backup withholding, if
applicable, will begin and continue until you furnish your TIN to the requester.
NOTE: Writing "Applied for" (or checking box 2 of the Substitute Form
W-9) on the form means that you have already applied for a TIN OR that you
intend to apply for one in the near future.
As soon as you receive your TIN, complete another Form W-9, include
your TIN, sign and date the form, and give it to the requester.
WHAT IS BACKUP WITHHOLDING? --Persons making certain payments to you
are required to withhold and pay to the IRS 31% of such payments under certain
conditions. This is called "backup withholding." Payments that could be subject
to backup withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee compensation, and certain payments
from fishing boat operators, but do not include real estate transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on your tax
return, your payments will not be subject to backup withholding. Payments you
receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester, or
2. The IRS notifies the requester that you furnished an incorrect
TIN, or
3. You are notified by the IRS that you are subject to backup
withholding because you failed to report all your interest and
dividends on your tax return (for reportable interest and
dividends only), or
4. You do not certify to the requester that you are not subject
to backup withholding under 3 above (for reportable interest
and dividend accounts opened after 1983 only), or
5. You do not certify your TIN. This applies only to reportable
interest, dividend, broker, or barter exchange accounts opened
after 1983, or broker accounts considered inactive in 1983.
Certain payees and payments are exempt from backup withholding and
information reporting. See Payees and Payments Exempt From Backup Withholding,
below, if you are an exempt payee.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING. --The following is
a list of payees exempt from backup withholding and for which no information
reporting is required. For interest and dividends, all listed payees are exempt
except item (9). For broker transactions, payees listed in (1) through (13) and
a person registered under the Investment Advisers Act of 1940 who regularly acts
as a broker are exempt. Payments subject to reporting under sections 6041 and
6041A are generally exempt from backup withholding only if made to payees
described in items (1) through (7), except a corporation that provides medical
and health care services or bills and collects payments for such services is not
exempt from backup withholding or information reporting. Only payees described
in items (2) through (6) are exempt from backup withholding for barter exchange
transactions, patronage dividends, and payments by certain fishing boat
operators.
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(1) A corporation.
(2) An organization exempt from tax under section 501(a), or an
IRA, or a custodial account under section 403(b)(7).
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United
States, or any of their political subdivisions or
instrumentalities.
(5) A foreign government or any of its political subdivisions,
agencies, or instrumentalities.
(6) An international organization or any of its agencies or
instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in
the United States or a possession of the United States.
(9) A futures commission merchant registered with the Commodity
Futures Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under
the Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or
listed in the most recent publication of the American Society
of Corporate Secretaries, Inc., Nominee List.
(15) A trust exempt from tax under section 664 or described in
section 4947.
Payments of dividends and patronage dividends generally not subject to
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under
section 1441.
- Payments to partnerships not engaged in a trade or business in
the United States and that have at least one nonresident
partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
Payments of interest generally not subject to backup withholding
include the following:
- Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600
or more and is paid in the course of the payer's trade or business and you have
not provided your correct TIN to the payer.
- Payments of tax-exempt interest (including exempt-interest
dividends under section 852).
- Payments described in section 6049(b)(5) to nonresident
aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Mortgage interest paid by you.
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Payments that are not subject to information reporting are also not
subject to backup withholding. For details, see sections 6041, 6041(A)(a), 6042,
6044, 6045, 6049, 6050A, and 6050N, and their regulations.
PENALTIES
FAILURE TO FURNISH TIN. --If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure unless your
failure is due to reasonable cause and not to willful neglect.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. --If
you make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION. --Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
MISUSE OF TINS. --If the requester discloses or uses TINs in violation
of Federal law, the requester may be subject to civil and criminal penalties.
SPECIFIC INSTRUCTIONS
NAME. --If you are an individual, you must generally provide the name
shown on your social security card. However, if you have changed your last name,
for instance, due to marriage, without informing the Social Security
Administration of the name change, please enter your first name, the last name
shown on your social security card, and your new last name. If you are a sole
proprietor, you must furnish your individual name and either your Social
Security Number ("SSN") or Employer Identification Number ("EIN").
SIGNING THE CERTIFICATION.
1. Interest, Dividend, and Barter Exchange Accounts Opened Before 1984
and Broker Accounts Considered Active During 1983. You are required to furnish
your correct TIN, but you are not required to sign the certification.
2. Interest, Dividend, Broker and Barter Exchange Accounts Opened After
1983 and Broker Accounts Considered Inactive During 1983. You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out item 2 in the certification before signing the form.
3. Real Estate Transactions. You must sign the certification. You may
cross out item 2 of the certification.
4. Other Payments. You are required to furnish your correct TIN, but
you are not required to sign the certification unless you have been notified of
an incorrect TIN. Other payments include payments made in the course of the
requester's trade or business for rents, royalties, goods (other than bills for
merchandise), medical and health care services, payments to a nonemployee for
services (including attorney and accounting fees), and payments to certain
fishing boat crew members.
5. Mortgage Interest Paid by You, Acquisition or Abandonment of Secured
Property, or IRA Contributions. You are required to furnish your correct TIN,
but you are not required to sign the certification.
6. Exempt Payees and Payments. If you are exempt from backup
withholding, you should complete this form to avoid possible erroneous backup
withholding. Enter your correct TIN in Part I, write "EXEMPT" on the form and
sign and date the form. If you are a nonresident alien or foreign entity not
subject to backup withholding, give the requester a complete Form W-8,
Certificate of Foreign Status.
7. TIN "Applied for." Follow the instructions under How To Obtain a
TIN, on page 1, and sign and date the form.
SIGNATURE. --For a joint account, only the person whose TIN is shown in
Part I should sign.
PRIVACY ACT NOTICE. --Section 6109 requires you to furnish your correct
TIN to persons who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you, mortgage interest you
paid, the acquisition or abandonment of secured property, or contributions you
made to an IRA. The IRS uses the numbers for identification purposes and to help
verify the accuracy of your tax return. You must provide your TIN whether or not
you are required to file a tax return. Payers must generally withhold 31% of
taxable interest, dividend, and certain other payments to a payee who does not
furnish a TIN to a payer. Certain penalties may also apply.
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WHAT NAME AND NUMBER TO GIVE THE REQUESTER
For this type of account: Give name and SSN of:
- ------------------------ --------------------
1. Individual The individual
2. Two or more individuals The actual owner of the (joint
account) or, if combined, the first
individual on the account (1)
3. Custodian account of a minor The minor (2)
(Uniform Gift to Minors Act)
4a. The usual revocable savings The grantor-trustee (1)
trust (grantor is also trustee)
b. So-called trust account The actual owner (1)
that is not a legal or valid
trust under state law
5. Sole proprietorship The owner (3)
6. A valid trust, estate, or The legal entity (4)
pension trust
7. Corporate The corporation
8. Association, club, religious, The organization
charitable, educational, or
other tax-exempt organization
9. Partnership The partnership
10. A broker or registered nominee The broker or nominee
11. Account with the Department The public entity
of Agriculture in the name of
a public entity (such as a state
or local government, school
district or prison) that receives
agricultural program payments
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's SSN.
(3) Show your individual name. You may use your SSN or EIN.
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title.)
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
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