1
EXHIBIT (a)(1)(v)
Letter to Brokers, Dealers, etc.
2
NATCITY INVESTMENTS, INC.
Corporate Finance Department
1965 East Sixth Street, 7th Floor
Cleveland, Ohio 44114
(888) 462-8289
February 24, 2000
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
ESCALADE, INCORPORATED
OFFER TO PURCHASE FOR CASH
UP TO 700,000 SHARES OF ITS COMMON STOCK
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
In our capacity as Dealer Manager (the "Dealer Manager"), we are enclosing
the material listed below relating to the offer of Escalade, Incorporated, an
Indiana corporation, to purchase up to 700,000 shares of its Common Stock, no
par value (the "Shares"), at prices not less than $14.50 nor more than $18.00
per Share, net to the seller in cash, specified by tendering stockholders, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated February 24, 2000 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which together constitute the "Offer"). Escalade will determine a
single price (not less than $14.50 nor more than $18.00 per Share) that it will
pay for Shares validly tendered pursuant to the Offer (the "Purchase Price"),
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. Escalade will select the Purchase Price that will enable
it to purchase up to 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. Escalade will purchase all Shares validly tendered at
prices at or below the Purchase Price and not withdrawn, upon the terms and
subject to the conditions of the Offer, including the provisions relating to
proration and conditional tenders described in the Offer to Purchase.
The Purchase Price will be paid in cash, net to the seller, with respect to
all Shares purchased. Shares tendered at prices in excess of the Purchase Price
and Shares not purchased because of proration and conditional tenders will be
returned. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7 OF
THE OFFER TO PURCHASE.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible.
3
Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees
Page 2
For your information and for forwarding to your clients, we are enclosing
the following documents:
1. The Offer to Purchase, dated February 24, 2000.
2. The Letter of Transmittal for your use and for the information of your
clients, including Guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on Substitute Form W-9
providing information relating to backup federal income tax
withholding.
3. A letter to stockholders of the Company from the Chairman of the
Company.
4. The Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date (as defined in the Offer to
Purchase).
5. A letter which may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominee, with
space for obtaining such a client's instructions with regard to the
Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON FRIDAY, MARCH 24, 2000, UNLESS THE OFFER IS EXTENDED.
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, as defined in Section 1 of the Offer to Purchase,
the Company will purchase Shares in the following order of priority:
(a) 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;
(b) after purchase of all the foregoing Shares, subject to the
conditional tender provisions described in Section 6 of the
Offer to Purchase, all other Shares validly tendered at or
below the Purchase Price and not withdrawn on or prior to the
Expiration Date on a pro rata basis, if necessary (with
appropriate adjustments to avoid purchases of fractional
Shares); and
(c) if necessary, Shares conditionally tendered, for which the
condition was not satisfied, at or below the Purchase Price
and not withdrawn on or prior to the Expiration Date, selected
by random lot as described in Section 6.
NEITHER ESCALADE NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO YOU
AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE
PURCHASE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR
OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO
TENDER AND AT WHAT PRICE. SECTION 9 SETS FORTH FOR INFORMATION REGARDING THE
INTENTION OF ESCALADE'S DIRECTORS AND EXECUTIVE OFFICERS WITH RESPECT TO
TENDERING SHARES PURSUANT TO THIS OFFER.
Any questions, requests for assistance or requests for additional copies of
the enclosed materials may be directed to the Dealer Manager at the address and
telephone number set forth on the back cover of the enclosed Offer to Purchase.
Very truly yours,
NATCITY INVESTMENTS, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF ESCALADE, THE DEALER MANAGER OR THE DEPOSITARY, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND
THE STATEMENTS CONTAINED THEREIN.