-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nLMcVMHQhUAOVFtnVv4uxBn4WT3/iN1xxj8idwoYotK0YO0wP09e9UQ+SAwllWPX iIrPs0GAIhULlO5tgrmtzg== 0000109710-95-000002.txt : 19950206 0000109710-95-000002.hdr.sgml : 19950206 ACCESSION NUMBER: 0000109710-95-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950203 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950203 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLARK EQUIPMENT CO /DE/ CENTRAL INDEX KEY: 0000109710 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537] IRS NUMBER: 380425350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05646 FILM NUMBER: 95505101 BUSINESS ADDRESS: STREET 1: 100 N MICHIGAN ST STREET 2: PO BOX 7008 CITY: SOUTH BEND STATE: IN ZIP: 46634 BUSINESS PHONE: 2192390100 MAIL ADDRESS: STREET 2: 100 N MICHIGAN ST P O BOX 7008 CITY: SOUTH BEND STATE: IN ZIP: 46634 FORMER COMPANY: FORMER CONFORMED NAME: CLARK EQUIPMENT CO DATE OF NAME CHANGE: 19691109 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 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): February 3, 1995 CLARK EQUIPMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 1-5646 38-0425350 (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification Number) 100 North Michigan Street P. O. Box 7008 South Bend, Indiana (Address of principal 46634 executive offices) (Zip Code) Registrant's telephone number (219) 239-0100 including area code Total Number of Pages: 6 Exhibit Index at Page: 3 -1- ITEM 5. OTHER EVENTS On February 3, 1995, Registrant issued two press releases. In the first press release, Registrant announced that it had signed a merger agreement with Club Car, Inc. providing for the acquisition by Registrant of all of the outstanding shares of Club Car, Inc. for a cash price of $25.00 per share, or a purchase price of approximately $237 million. In the second press release, the Registrant announced that its Board of Directors has authorized the Registrant to purchase up to three million shares of its common stock. Copies of these press releases are attached as Exhibit (99)(a) and Exhibit (99)(b) respectively and incorporated in this Item by reference. The press releases contain certain forward-looking statements about Registrant as defined in paragraph (c) of Rule 3B-6, "Liability for Certain Statements by Issuers" issued pursuant to the Securities Exchange Act of 1934. The forward-looking statements of Registrant published in the press releases are reaffirmed hereby. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit (99)(a) - Registrant's press release regarding its execution of a merger agreement with Club Car, Inc. issued on February 3, 1995. Exhibit (99)(b) - Registrant's press release regarding the authorization by its Board of Directors to purchase up to three million shares of its common stock issued on February 3, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CLARK EQUIPMENT COMPANY /s/ John J. Moran, Jr. John J. Moran, Jr. Assistant Secretary Date: February 3, 1995 -2- EXHIBIT LIST AND INDEX Filed Herewith Unless Exhibit Description Otherwise Indicated (99)(a) Registrant's Press Release Page 4 regarding its execution of a merger agreement with Club Car, Inc. issued on February 3, 1995. (99)(b) Registrant's Press Release Page 6 regarding the authorization by its Board of Directors to purchase up to three million shares of its common stock issued on February 3, 1995. -3- EX-99 2 EXHIBIT (99)(a) Clark Equipment Company 100 North Michigan St. P.O. Box 7008 South Bend, Indiana 46634 NEWS RELEASE Contact: Joe Fimbianti Release Date: Immediate 219-239-0176 CLARK EQUIPMENT AGREES TO PURCHASE CLUB CAR, INC. SOUTH BEND, INDIANA, February 3, 1995 -- Clark Equipment Company (NYSE: CKL) and Club Car, Inc. (NASDAQ: CLBC) of Augusta, Georgia, today jointly announced that they had signed a merger agreement providing for Clark to acquire all of the outstanding shares of Club Car for a cash price of $25.00 per share, or a purchase price of approximately $237 million. Club Car is currently one of the largest manufacturers of golf cars and light utility vehicles in the world. The company maintains a worldwide distribution network of more than 300 distributors, dealers, direct sales offices and branches. Club Car has enjoyed substantial sales growth in recent years due to the increased popularity of golf, its ability to produce high quality innovative vehicles, and its expansion into overseas markets. Club Car's sales in fiscal 1994 were $186 million, and it has approximately 775 employees. In announcing the agreement, Leo J. McKernan, Clark chairman, president and chief executive officer, said, "Club Car is a strong, successful company with a new-golf-car market share of approximately 35 percent in North America. Its combination of high quality products and technological market leadership has driven sales growth at a compound annual rate of nearly 18 percent for the past 15 years." George Inman, Club Car's chief executive officer, said, "We believe that Clark and Club Car are an excellent fit. We expect to benefit from Clark's considerable expertise in manufacturing, distribution and overseas marketing." Under the terms of the merger agreement, a subsidiary of Clark will promptly commence a cash tender offer for all outstanding common shares of Club Car at a price of $25.00 per share, net in cash. Shares not purchased in the tender offer will be acquired in a subsequent merger at $25.00 per share as soon as practicable after the completion of the tender offer. Clark also entered into an agreement with holders of approximately 28 percent of Club Car's common stock, including certain investment funds which are affiliates of Kelso & Company, Inc., who have agreed to tender their shares to Clark. -4- In closing, Mr. McKernan said, "Club car meets our stringent strategic acquisition criteria. While we do not expect the acquisition to have a material effect on Clark's 1995 earnings, we believe it will improve our 1996 results and add significant shareholder value in the years to come." Clark Equipment Company's core businesses design, manufacture and sell skid-steer loaders, highway paving and construction equipment, and axles and transmissions for off-highway equipment. -5- EX-99 3 EXHIBIT (99)(b) Clark Equipment Company 100 North Michigan St. P.O. Box 7008 South Bend, Indiana 46634 NEWS RELEASE Contact: Joe Fimbianti Release Date: Immediate 219-239-0176 CLARK EQUIPMENT BOARD AUTHORIZES SHARE REPURCHASE PROGRAM SOUTH BEND, INDIANA, February 3, 1995 -- Clark Equipment Company (NYSE: CKL) announced today that its Board of Directors authorized the company to purchase up to three million shares of the company's common stock. The announcement was made by Leo J. McKernan, Clark chairman, president and chief executive officer. In making the announcement, Mr. McKernan said, "With the proceeds of the VME offering, Clark's capitalization is likely to exceed our immediate needs for our previously announced acquisition program. The repurchase program gives us the ability to reduce our capitalization to reasonable levels and, in so doing, provide added liquidity for our shareholders. It also permits us to buy our own shares at favorable prices when the opportunity arises." Clark Equipment Company's core businesses design, manufacture and sell skid-steer loaders, highway paving and construction equipment, and axles and transmissions for off-highway equipment. -6- -----END PRIVACY-ENHANCED MESSAGE-----