-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EYeS9r3xNqsRg/tyml9/Ke84yc81q5AAfie7/9WCVeHZnBM+t/SUpr4fQrvzCBE/ 45EUZiTlcEIClAh6bx/F9w== 0001019056-09-000955.txt : 20090930 0001019056-09-000955.hdr.sgml : 20090930 20090930152519 ACCESSION NUMBER: 0001019056-09-000955 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090930 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090930 DATE AS OF CHANGE: 20090930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCALADE INC CENTRAL INDEX KEY: 0000033488 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 132739290 STATE OF INCORPORATION: IN FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06966 FILM NUMBER: 091095479 BUSINESS ADDRESS: STREET 1: 817 MAXWELL AVE. CITY: EVANSVILLE STATE: IN ZIP: 47711 BUSINESS PHONE: 812-467-4449 MAIL ADDRESS: STREET 1: 817 MAXWELL AVE. CITY: EVANSVILLE STATE: IN ZIP: 47711 FORMER COMPANY: FORMER CONFORMED NAME: MARTIN YALE BUSINESS MACHINES CORP DATE OF NAME CHANGE: 19820310 FORMER COMPANY: FORMER CONFORMED NAME: MARTIN YALE INDUSTRIES INC DATE OF NAME CHANGE: 19720306 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAMS MANUFACTURING CO DATE OF NAME CHANGE: 19710504 8-K 1 escalade_8k.htm FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

          Date of report (Date of earliest event reported) September 30, 2009

 

ESCALADE, INCORPORATED


(Exact Name of Registrant as Specified in Its Charter)

 

Indiana


(State or Other Jurisdiction of Incorporation)


 

 

 

0-6996

 

13-2739290


 


(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

817 Maxwell Ave, Evansville, Indiana

 

47711


 


(Address of Principal Executive Offices)

 

(Zip Code)


 

(812) 467-1251


(Registrant’s Telephone Number, Including Area Code)

 


(Former Name or Former Address, if Changed Since Last Report)

          Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01 – Entry into a Material Definitive Agreement

Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

          On September 30, 2009, Escalade, Incorporated (“Escalade”) and each of its domestic subsidiaries (collectively with Escalade, the “Company”) entered into a Second Amendment to Escalade’s Credit Agreement with its issuing bank, JPMorgan Chase Bank, N.A. (“Chase”). Under the prior terms of the Credit Agreement, as amended, certain post-closing actions were anticipated to be completed on or before September 30, 2009. Escalade and Chase have agreed in the Second Amendment to extend such completion date until October 30, 2009. The Second Amendment also eliminates the requirement that the Company provide Phase II environmental reports on its owned real property and revises the commercial general liability insurance and all-risk property insurance coverage required to be maintained by the Company. All other terms of the Credit Agreement remain in effect and are unchanged. The entire text of the Second Amendment (without exhibits and schedules) dated as of September 30, 2009 to Credit Agreement is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

 

 

 

 

 

 

 

(d)

Exhibits

 

 

 

 

 

 

 

 

 

 

 

Exhibit

 

Description

 

 

 

 

 

 

 

 

10.1

 

Second Amendment dated as of September 30, 2009 to Credit Agreement by and between Escalade, Incorporated and JPMorgan Chase Bank, N.A. (without exhibits and schedules, which Escalade has determined are not material)

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Escalade, Incorporated has duly caused this report to be signed on its behalf in Evansville, Indiana by the undersigned hereunto duly authorized.

 

 

 

Date: September 30, 2009

 

ESCALADE, INCORPORATED

 

 

 

 

 

By: /s/ Deborah J. Meinert

 

 

 

 

 

Vice President Finance, Chief Financial Officer and Secretary

2


Exhibit 10.1

 

 

 

 

Second Amendment dated as of September 30, 2009 to Credit Agreement by and between Escalade, Incorporated and JPMorgan Chase Bank, N.A.

 

3


EX-10.1 2 ex10_1.htm EXHIBIT 10.1

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

                    THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of September 30, 2009 (the “Effective Date”) between JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”), the Lenders signatory hereto and ESCALADE, INCORPORATED (the “Borrower”).

Recitals

                    The Borrower, the Lender party thereto and the Administrative Agent, Issuing Bank and a Lender, are parties to that certain Credit Agreement, dated as of April 30, 2009 (as amended by that certain First Amendment to Credit Agreement, dated as of July 29, 2009, the “Credit Agreement”). As of the Effective Date, JPMorgan Chase Bank, N.A. is the only Lender under the Credit Agreement.

                    Section 4.03(a)(v) of the Credit Agreement requires the Borrower to furnish to the Administrative Agent, not later than September 30, 2009, the report or reports of a registered engineer or environmental consultant acceptable to the Administrative Agent, confirming that there are no material environmental problems associated with the Owned Property (the “Initial Reports”) and supplemental reports (including Phase II reports) of the reporting engineer or consultant as to the results of such further tests and investigations as may have been recommended in the Initial Reports (“Supplemental Reports”). The Borrower requests that the Administrative Agent and Lender defer the providing of the Supplemental Reports.

                    The Borrower requests that the commercial general liability insurance coverages and the all-risk property insurance coverage required pursuant to Section 5.10 of the Credit Agreement, as set forth on Exhibit G to the Credit Agreement, be revised.

                    The Credit Agreement requires that the Borrower satisfy certain post-closing conditions not later than September 30, 2009. The Borrower, the Administrative Agent and Lender, have agreed that the deadline for the completion of such post-closing conditions be extended as set forth in this Amendment.

Agreement

                    NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements herein, and each act performed and to be performed hereunder, the Administrative Agent, Lender and the Borrower agree as follows:

                    Amendment to the Credit Agreement. As of the Effective Date, the Credit Agreement is amended as follows:

                    New Definitions. The following new definitions are added to Section 1.01 of the Credit Agreement in the appropriate alphabetical position:

 

 

 

 

Initial Reports” means the environmental reports with respect to the Owned Property delivered to the Administrative Agent pursuant to Section 4.03(a)(v) of this Agreement.

 

 

 

Supplemental Reports” means supplemental reports (including Phase II reports) of a reporting engineer or consultant as to the results of such further tests and investigations with respect to the Owned Property are as recommended in the Initial Reports.

 



                    Amendment to Post-Closing Conditions. As of the Effective Date, the first sentence in Section 4.03 of the Credit Agreement is amended by deleting the date “ September 30, 2009” and replacing it with the date “October 30, 2009.”

                    Amendment to Post-Closing Conditions – Owned Property. The last sentence of Section 4.03(a)(v) of the Credit Agreement is deleted.

                    Addition of New Section 5.16 – Delivery of Certain Items. Section 5 of the Credit Agreement is amended to add the following new Section 5.16:

 

 

 

 

“SECTION 5.16. Delivery of Certain Items. As soon as practical after a written request by the Administrative Agent (and in any event within 60 days of such request), the Borrower shall provide the Supplemental Reports to the Administrative Agent.”

 

                    Replacement of Exhibit G. Exhibit G to the Credit Agreement is amended and, as so amended, restated in its entirety to read the same as Exhibit G attached to this Amendment.

                    Binding on Successors and Assigns. All of the terms and provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, assigns and legal representatives.

                    Governing Law. This Amendment is a contract made under, and shall be governed by and construed in accordance with the laws of the State of Indiana.

                    Amendment of Other Loan Documents. All references to the Credit Agreement in the other Loan Documents shall mean the Credit Agreement, as modified and amended by this Amendment and as it may be further amended, modified, extended, renewed, supplemented and/or restated from time to time and at any time. Except as expressly modified and amended by this Amendment, all of the terms and provisions of the Credit Agreement and the other Loan Documents remain in full force and effect, and are fully binding on the parties thereto and their respective successors and assigns.

                    Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one agreement.

                    Defined Terms. Except as expressly otherwise stated in this Amendment, all terms used in this Amendment and the Recitals that are defined in the Credit Agreement, and that are not otherwise defined in this Amendment, shall have the same meanings in this Amendment as in the Credit Agreement.

                    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized signatories.

 

 

 

 

 

 

JPMORGAN CHASE BANK, N.A., as
Administrative Agent and Lender

 

 

 

 

 

 

By:

/s/ H. Robert Hill

 

 

 

 

 

 

 

H. Robert Hill, Vice President

 

 

 

 

 

 

ESCALADE, INCORPORATED

 

 

 

 

 

 

By:

/s/ Deborah J. Meinert

 

 

 

 

 

 

 

Deborah J. Meinert, VP Finance and CFO

2


Consent of the Guarantors

          Each of the undersigned Guarantors acknowledges and consents to the execution of the Second Amendment to Credit Agreement and reaffirms and agrees that the Guaranty dated as of April 30, 2009, executed by it in favor of the Administrative Agent for the benefit of the Lenders remains in full force and effect with respect to all obligations of the Guarantor thereunder.

          Dated as of September 30, 2009.

 

 

 

 

 

Bear Archery, Inc.

 

Martin Yale Industries, Inc.

 

 

 

 

 

By:

/s/ Deborah J. Meinert

 

By:

/s/ Deborah J. Meinert

 

 

 

 

 

 

 

 

 

 

Deborah J. Meinert, VP Finance and Secretary

 

Deborah J. Meinert, VP Finance and Secretary

 

 

 

 

 

EIM Company, Inc.

 

Olympia Business Systems, Inc.

 

 

 

 

 

By:

/s/ Deborah J. Meinert

 

By:

/s/ Deborah J. Meinert

 

 

 

 

 

 

 

 

 

 

Deborah J. Meinert, VP Finance and Secretary

 

Deborah J. Meinert, VP Finance and Secretary

 

 

 

 

 

Escalade Insurance, Inc.

 

Schleicher & Co. of America, Inc.

 

 

 

 

 

By:

/s/ Deborah J. Meinert

 

By:

/s/ Deborah J. Meinert

 

 

 

 

 

 

 

 

 

 

Deborah J. Meinert, VP Finance and Secretary

 

Deborah J. Meinert, VP Finance and Secretary

 

 

 

 

 

Escalade Sports Playground, Inc.

 

SOP Services, Inc.

 

 

 

 

 

By:

/s/ Deborah J. Meinert

 

By:

/s/ Deborah J. Meinert

 

 

 

 

 

 

 

 

 

 

Deborah J. Meinert, VP Finance and Secretary

 

Deborah J. Meinert, VP Finance and Secretary

 

 

 

 

 

Harvard Sports, Inc.

 

U. S. Weight, Inc.

 

 

 

 

 

By:

/s/ Deborah J. Meinert

 

By:

/s/ Deborah J. Meinert

 

 

 

 

 

 

 

 

 

 

Deborah J. Meinert, VP Finance and Secretary

 

Deborah J. Meinert, VP Finance and Secretary

 

 

 

 

 

Indian Industries, Inc.

 

 

 

 

 

 

 

 

By:

/s/ Deborah J. Meinert

 

 

 

 

 

 

 

 

 

 

 

 

 

Deborah J. Meinert, VP Finance and Secretary

 

 

 

3


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