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): March 29, 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 -1- ITEM 5. OTHER EVENTS On March 29, 1995, Registrant issued a press release announcing that its Board of Directors met on March 27, 1995 to review a letter received from Ingersoll-Rand proposing an acquisition of the company. A copy of this press release is attached as Exhibit (99) and incorporated in this Item by reference. The press release contains 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 release are reaffirmed hereby. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit (99) - Registrant's press release announcing the Ingersoll-Rand proposal issued on March 29, 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: March 30, 1995 -2- EXHIBIT LIST AND INDEX Filed Herewith Unless Exhibit Description Otherwise Indicated (99) Registrant's Press Release Page 4 dated March 29, 1995. -3- EXHIBIT (99) 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 SAYS INGERSOLL-RAND PROPOSAL INADEQUATE SOUTH BEND, INDIANA, March 29, 1995 -- Clark Equipment Company (NYSE: CKL) said today that its Board of Directors met on March 27, 1995, to review a letter received from Ingersoll-Rand proposing an acquisition of the company. After consulting with Clark's financial and legal advisors, the Board of Directors unanimously determined to decline Ingersoll-Rand's unsolicited proposal. The Board reaffirmed its long-standing position that Clark is not for sale and its commitment to implement successfully its strategic plan. This plan has included the recent acquisitions of Club Car and Blaw-Knox and the impending divestiture of its 50 percent interest in VME Group for $573.0 million. Clark Chairman, Leo J. McKernan, stated that Ingersoll-Rand's proposal is entirely inadequate. "Clark's share price reached a high of $71.00 only five months ago. I believe this is an opportunistic attempt to buy Clark during a temporary decline in the price of Clark's shares," added Mr. McKernan. Clark Equipment Company designs, manufactures and markets compact construction machinery, golf cars, light utility vehicles, asphalt paving equipment, and axles and transmissions for off-highway equipment. -4-