Schedule 13d
| Filed by: | VN CAPITAL FUND I, LP |
| Subject Company: | ESCALADE, INCORPORATED |
| Filed as of Date: | 09/15/2008 |
| View Original Filing on Edgar's | |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A)
AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Escalade
Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
296056104
(CUSIP
Number)
Mr. James
T. Vanasek & Mr. Patrick Donnell Noone
c/o VN
Capital Fund I, L.P.
1133
Broadway, Suite 1609
New York,
N.Y. 10010
(212)
393-1140
(Name,
Address and Telephone Number of
Person
Authorized to Receive Notices
and
Communications)
September 8,
2008
(Date of
Event which Requires Filing
of this
Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: o.
Page
1 of 11
SCHEDULE
13D
|
CUSIP No. 296056104
|
||||
|
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|||
|
VN
Capital Fund I,
L.P. 01-0578850
|
||||
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
||
|
(b) o
|
||||
|
3)
|
SEC
USE ONLY
|
|||
|
4)
|
SOURCE OF
FUNDS
WC
|
|||
|
5)
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
||
|
6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7)
|
SOLE
VOTING POWER
639,272
|
||
|
8)
|
SHARED
VOTING POWER
none
|
|||
|
9)
|
SOLE
DISPOSITIVE POWER
639,272
|
|||
|
10)
|
SHARED
DISPOSITIVE POWER
none
|
|||
|
11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
639,272
|
|||
|
12)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
||
|
13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
|||
|
14)
|
TYPE
OF REPORTING PERSON
PN
|
|||
2
SCHEDULE
13D
|
CUSIP No. 296056104
|
||||
|
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|||
|
VN
Capital Management,
LLC 01-0578848
|
||||
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
||
|
(b) o
|
||||
|
3)
|
SEC
USE ONLY
|
|||
|
4)
|
SOURCE OF
FUNDS OO
|
|||
|
5)
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
||
|
6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7)
|
SOLE
VOTING POWER
639,272
|
||
|
8)
|
SHARED
VOTING POWER
none
|
|||
|
9)
|
SOLE
DISPOSITIVE POWER
639,272
|
|||
|
10)
|
SHARED
DISPOSITIVE POWER
none
|
|||
|
11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
639,272
|
|||
|
12)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
||
|
13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
|||
|
14)
|
TYPE
OF REPORTING PERSON
OO
|
|||
3
SCHEDULE
13D
|
CUSIP No. 296056104
|
||||
|
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|||
|
Joinville
Capital Management,
LLC 80-0031856
|
||||
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
||
|
(b) o
|
||||
|
3)
|
SEC
USE ONLY
|
|||
|
4)
|
SOURCE OF
FUNDS OO
|
|||
|
5)
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
||
|
6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7)
|
SOLE
VOTING POWER
639,272
|
||
|
8)
|
SHARED
VOTING POWER
none
|
|||
|
9)
|
SOLE
DISPOSITIVE POWER
639,272
|
|||
|
10)
|
SHARED
DISPOSITIVE POWER
none
|
|||
|
11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
639,272
|
|||
|
12)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
||
|
13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
|||
|
14)
|
TYPE
OF REPORTING PERSON
OO
|
|||
4
SCHEDULE
13D
|
CUSIP No. 296056104
|
||||
|
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|||
|
James
T.
Vanasek
|
||||
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
||
|
(b) o
|
||||
|
3)
|
SEC
USE ONLY
|
|||
|
4)
|
SOURCE OF
FUNDS OO
|
|||
|
5)
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
||
|
6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7)
|
SOLE
VOTING POWER
639,272
|
||
|
8)
|
SHARED
VOTING POWER
none
|
|||
|
9)
|
SOLE
DISPOSITIVE POWER
639,272
|
|||
|
10)
|
SHARED
DISPOSITIVE POWER
none
|
|||
|
11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
639,272
|
|||
|
12)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
||
|
13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
|||
|
14)
|
TYPE
OF REPORTING PERSON
IN
|
|||
5
SCHEDULE
13D
|
CUSIP No. 296056104
|
||||
|
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|||
|
Patrick
Donnell
Noone
|
||||
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
||
|
(b) o
|
||||
|
3)
|
SEC
USE ONLY
|
|||
|
4)
|
SOURCE OF
FUNDS OO
|
|||
|
5)
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
||
|
6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7)
|
SOLE
VOTING POWER
639,272
|
||
|
8)
|
SHARED
VOTING POWER
none
|
|||
|
9)
|
SOLE
DISPOSITIVE POWER
639,272
|
|||
|
10)
|
SHARED
DISPOSITIVE POWER
none
|
|||
|
11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
639,272
|
|||
|
12)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
||
|
13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
|||
|
14)
|
TYPE
OF REPORTING PERSON
IN
|
|||
6
Item
1. Security and
Issuer.
This
Statement relates to the common stock, par value $0.01 per share (the "Common
Stock"), of Escalade, Inc. (the "Company"). The principal executive
offices of the Company is located at 251 Wedcor Avenue, Wabash,
Indiana 46992.
Item
2. Identity and
Background.
(a) - (c)
This Statement is being filed by VN Capital Fund I, L.P., VN Capital Management,
LLC, Joinville Capital Management, LLC, James T. Vanasek and Patrick Donnell
Noone (each, a “Reporting Entity” and, collectively, the “Reporting
Entities”).
As of the
date of this filing, the Reporting Entities are the beneficial owners of 639,272
shares of Common Stock, representing approximately 5.1% of the shares of Common
Stock presently outstanding.
VN
Capital Fund I, L.P. is a Delaware limited partnership formed to engage in the
business of acquiring, holding and disposing of investments in various
companies. The address of the principal offices of VN Capital Fund I, L.P. is
1133 Broadway, Suite 1609, New York, New York 10010.
The
general partners of VN Capital Fund I, L.P. are VN Capital Management, LLC and
Joinville Capital Management, LLC. VN Capital Management, LLC and
Joinville Capital Management, LLC are Delaware limited liability companies
formed to be the general partners of VN Capital Fund I, L.P. The
address of the principal offices of VN Capital Management, LLC and Joinville
Capital Management, LLC are 1133 Broadway, Suite 1609, New York, New
York 10010. James T. Vanasek and Patrick Donnell Noone are
the Managing Members of VN Capital Management, LLC and Joinville Capital
Management, LLC. The business address of Mr. Vanasek and Mr. Noone is
c/o VN Capital Fund I, L.P., 1133 Broadway, Suite 1609, New York, New York
10010.
The
Reporting Entities do not believe that certain of the foregoing information is
called for by the Items of Schedule 13D and are disclosing it for supplemental
informational purposes only.
(d) - (e)
During the last five years, neither the Reporting Entities nor any other person
identified in response to this Item 2 was convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Each
natural person identified in Item 2 is a citizen of the United
States.
7
Item
3. Source
and Amount of Funds or Other Consideration.
As of
September 8, 2008, VN Capital Fund I, L.P. had acquired an aggregate of 639,272
shares of Common Stock in open market transactions for an aggregate (including
broker's fees and commissions) of approximately $5,342,872.
All
purchases of Common Stock referenced above were funded by working capital, which
may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business. In certain instances, the Reporting
Entities do not believe that certain of the foregoing information is called for
by the Items of Schedule 13D and are disclosing it for supplemental
informational purposes only.
Item
4. Purpose of
Transaction.
Each of the Reporting Entities acquired
beneficial ownership of the shares of Common Stock to which this Statement
relates in order to obtain a significant equity position in the Company, the
Common Stock of which, in the opinion of the Reporting Entities, is
significantly undervalued. The Reporting Entities may further purchase, hold,
vote, trade, dispose or otherwise deal in the securities of the Company at times
and in such manner, as they deem advisable to benefit from changes in the
Company’s operations, business strategy, or from a sale of the
Company. To evaluate those alternatives, the Reporting Entities will
routinely monitor the Company’s operations, prospects, business development,
management, competitive and strategic matters, capital structure and prevailing
market conditions.
The
Reporting Entities may seek to meet with the Company's management, Board of
Directors, other current or prospective shareholders, strategic partners or
competitors to discuss measures to maximize stockholder value.
The
Reporting Entities believe that the Company’s stock is currently undervalued and
that the Board of Directors and management can take several measures to rectify
this situation. These include, but are not limited to, the
following:
|
|
a)
|
Conducting
a strategic review in order to assess the long term prospects for each of
the Company’s various business
lines.
|
|
|
b)
|
Determine
which business lines are deserving of further investment and expanded,
which units should be kept and milked for their cash flow, and which
businesses should be sold.
|
|
|
c)
|
Aggressively
trim overhead, excess production capacity and other costs to bring them in
line with lower sales and return the Company to profitability as the
Company shifts from selling its products to Sears towards other
retailers.
|
|
|
d)
|
Keep
pursuing the shift from Sears towards selling the Company’s products to
other retail channels.
|
|
|
e)
|
Concurrent
with the above measures, exploring strategic discussions to take the
Company private or suspend public reporting requirements thereby saving
costs associated with Sarbanes/Oxley compliance and public financial
reporting obligations,
along with examining potential acquirers in order to determine whether the
acquisition value of the Company materially exceeds the current trading
value.
|
8
Each of the Reporting Entities
considers its equity position to be for investment purposes. The Reporting
Entities may consider seeking to obtain representation on the Company's Board of
Directors in the future.
Each of the Reporting Entities
may acquire additional shares of the Company or sell or otherwise dispose of any
or all of the shares of the Company beneficially owned by it. Each
Reporting Entity may also take any other action with respect to the Company or
any of its debt or equity securities in any manner permitted by
law.
Except as set forth in this Item
4, none of the Reporting Entities has any present plans or proposals that relate
to or would result in any of the actions specified in clauses (a) through (e) of
the instructions to Item 4 of Schedule 13D.
Item
5.
Interest in
Securities of the Issuer.
(a) As
of the date hereof, the Reporting Entities beneficially own an aggregate of
639,272 shares of Common Stock, representing approximately 5.1% of the shares of
Common Stock presently outstanding based upon the 12,616,042 shares of Common
Stock reported by the Company to be issued and outstanding as of July 31, 2008
in its Form 10-Q filed with the SEC on August 1, 2008 (the “Issued and
Outstanding Shares”).
As the
general partner of VN Capital Fund I, L.P., VN Capital Management, LLC and
Joinville Capital Management, LLC may be deemed to beneficially own the 639,272
shares of Common Stock owned by VN Capital Fund I, L.P. As the
Managing Members of VN Capital Management, LLC, and Joinville Capital
Management, LLC, Mr. Vanasek and Mr. Noone may be deemed to beneficially own the
639,272 shares of Common Stock owned by VN Capital Fund I, L.P., constituting
approximately 5.1% of the Issued and Outstanding Shares.
(b) Each
of the Reporting Entities is deemed to have sole voting and dispositive power
over the shares of Common Stock reported as beneficially owned by virtue of
their respective positions as described in paragraph (a). Each of the
Reporting Entities are deemed to have sole voting and dispositive power with
respect to the shares each beneficially owns, regardless of the fact that
multiple Reporting Entities within the same chain of ownership are deemed to
have sole voting and dispositive power with respect to such
shares. Each such Reporting Entity reports sole voting and
dispositive power with respect to such shares based on its relationship to the
other Reporting Entities within the same chain of ownership.
The
Reporting Entities do not believe that certain of the foregoing information is
called for by the Items of Schedule 13D and are disclosing it for supplemental
informational purposes only.
(c) Except
as set forth in Item 3 of this Statement and on Schedule A hereto, no person
identified in Item 2 hereof has effected any transaction in shares of Common
Stock during the 60 days preceding the filing of this Statement, or
thereafter and prior to the date hereof.
9
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts, Arrangements,
Understanding or Relationships With Respect to Securities of the
Issuer.
None.
Item
7. Material to be Filed as
Exhibits.
None
SIGNATURES
After
reasonable inquiry and to the best knowledge and belief of the undersigned, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated: September
12, 2007
| VN Capital Fund I, L.P. | |||
| By: |
VN
Capital Management, LLC, its general partner
|
||
|
By:
|
/s/ James T. Vanasek | ||
| Name: | James T. Vanasek | ||
| Title : | Managing Member | ||
| VN Capital Management, LLC | |||
| By: | /s/ James T. Vanasek | ||
| Name: | James T. Vanasek | ||
| Title: | Managing Member | ||
| Joinville Capital Management, LLC | |||
| By: | /s/ James T. Vanasek | ||
| Name: | James T. Vanasek | ||
| Title: | Managing Member | ||
| /s/ James T. Vanasek | |||
| James T. Vanasek | |||
| /s/ Patrick Donnell Noone | |||
| Patrick Donnell Noone | |||
10
SCHEDULE
A
This schedule sets forth information
with respect to each purchase of Common Stock which was effectuated by VN
Capital Fund I, L.P. within the 60 days prior to September 8,
2008. All transactions were effectuated in the open market through a
broker.
|
Date
|
# of
Shares
|
Price Per Share Cost
(1)
|
|
|
7/1/2008
|
516
|
$5.27
|
|
|
7/2/2008
|
1,380
|
|
$5.12
|
|
7/3/2008
|
645
|
$5.06
|
|
|
7/7/2008
|
600
|
$4.98
|
|
|
7/15/2008
|
200
|
$4.68
|
|
|
7/16/2008
|
849
|
$4.83
|
|
|
7/17/2008
|
100
|
$4.90
|
|
|
7/24/2008
|
100
|
$5.42
|
|
|
8/1/2008
|
100
|
$5.29
|
|
|
8/4/2008
|
100
|
$4.45
|
|
|
9/3/2008
|
14,720
|
$3.05
|
|
|
9/4/2008
|
8,000
|
$2.95
|
|
|
9/5/2008
|
10,000
|
$2.97
|
|
|
9/8/2008
|
2,000
|
$3.00
|
|
(1) Excludes
commissions and other execution-related costs.
11


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