-----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, ZT3fGypSM1/tzoEQvBaD0gih1zZqe6vdHCmfLo8zmwYEdwNIfpV+YDc9l53ylO+m lsbfcEtW60+odtYmJCVRow== 0000893750-95-000088.txt : 19950505 0000893750-95-000088.hdr.sgml : 19950505 ACCESSION NUMBER: 0000893750-95-000088 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950504 SROS: NYSE GROUP MEMBERS: CEC ACQUISITION CORP. GROUP MEMBERS: INGERSOLL RAND CO SUBJECT COMPANY: 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: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14164 FILM NUMBER: 95534681 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 1: 100 N MICHIGAN ST P O BOX 7008 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INGERSOLL RAND CO CENTRAL INDEX KEY: 0000050485 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 135156640 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 200 CHESTNUT RIDGE RD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07675 BUSINESS PHONE: 2015730123 MAIL ADDRESS: STREET 1: 200 CHESTNUT RIDGE ROAD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07675 SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ AMENDMENT NO. 5 TO SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 __________________ Clark Equipment Company (Name of Subject Company) CEC Acquisition Corp. Ingersoll-Rand Company (Bidder) Common Stock, $7.50 par value per share (Title of Class of Securities) 18139610 (CUSIP Number of Class of Securities) Patricia Nachtigal, Esq. Vice President and General Counsel Ingersoll-Rand Company World Headquarters 200 Chestnut Ridge Road Woodcliff Lake, New Jersey 07675 Telephone: (201) 573-0123 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Copy to: Robert L. Friedman, Esq. Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 Telephone: (212) 455-2000 This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on April 3, 1995 (as amended and supplemented, the "Schedule 14D-1") relating to the offer by CEC Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Ingersoll-Rand Company, a New Jersey corporation (the "Parent"), to purchase all of the outstanding shares of Common Stock, $7.50 par value per share (the "Shares"), of Clark Equipment Company, a Delaware corporation (the "Company"), and the associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement dated as of March 10, 1987, as amended and restated as of August 14, 1990, and as amended as of April 10, 1995 between the Company and Harris Trust and Savings Bank, as Rights Agent, at a purchase price of $86.00 per Share (and associated Right), net to the seller in cash without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 3, 1995, as amended and supplemented on April 12, 1995 (the "Offer to Purchase"), and in the related Letter of Transmittal. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1. Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows: On May 4, 1995, the Parent issued a press release announcing that it has extended the period during which the Offer will remain open to 5:00 P.M., New York City time, on Friday, May 12, 1995. Accordingly, the Expiration Date shall be 5:00 P.M. on Friday, May 12, 1995 unless the Offer is further extended. The full text of the press release is set forth in Exhibit 11(a)(20) and is incorporated herein by reference. Item 9. Financial Statements of Certain Bidders Item 9 is hereby amended and supplemented as follows: On April 25, 1995, the Parent issued a press release reporting net earnings for the first quarter of 1995. The full text of the press release is set forth in Exhibit (a)(19) and is incorporated herein by reference. Item 10. Additional Information. Items 10(b), (c) and (e) of the Schedule 14D-1 are hereby amended and supplemented as follows: On April 27, 1995, the Merger Task Force of the European Commission informed European counsel to the Parent that it had concluded that the transaction contemplated by the Offer and the Merger does not fall within the scope of the Merger Regulation. In addition, the information provided in this Amendment No. 5 under Item 5 is incorporated herein by reference. Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as follows: The information provided in this Amendment No. 5 under Item 5 is incorporated herein by reference. Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended and supplemented to add the following: (a)(19) Press release issued by the Parent on April 25, 1995. (a)(20) Press release issued by the Parent on May 4, 1995. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. INGERSOLL-RAND COMPANY By: /s/ James E. Perrella Name: James E. Perrella Title: Chairman, President and Chief Executive Officer CEC ACQUISITION CORP. By: /s/ Thomas F. McBride Name: Thomas F. McBride Title: President Date: May 4, 1995 EXHIBIT INDEX Exhibit Page No. Description No. (a)(19) Press release issued by the Parent on April 25, 1995 . (a)(20) Press Release issued by the Parent on May 4, 1995 . . . EX-11.(A)(19) 2 PRESS RELEASE INGERSOLL-RAND NEWS -------------------------------- Corporate Communications Woodcliff Lake, New Jersey 07675 Paul A. Dickard (201) 573-3120 CONTACT: FOR RELEASE: Immediately Richard D. Johnson (201) 573-3087 Ingersoll-Rand Reports 40-Percent Gain in Net Earnings for the First Quarter of 1995 Woodcliff Lake, N.J., April 25, 1995 -- Ingersoll-Rand, a New Jersey- based manufacturing company, today reported net earnings for the first three months of the year of $46.3 million, or 44 cents per share. This represents a 40-percent increase - or $13.3 million - over 1994's first-quarter net earnings of $33.0 million, or 31 cents per share. A quarterly comparison of key financial data between the periods follows: - - Net sales for the first quarter totalled $1.2 billion, reflecting a 17.3- percent increase over the amount reported for the first three months of 1994. - - Operating income for the quarter totalled $89.2 million, a 48.3-percent increase over 1994's first quarter total of $60.1 million. - - Bearings, Locks and Tools Segment sales for the first quarter of the year were $554.4 million, up 13.7 percent from the prior year. Operating income totalled $55.2 million, a $7.8 million improvement over last year's strong first quarter total of $47.4 million. The Bearings and Components and Production Equipment groups reported first quarter sales and operating income improvements when compared to 1994's first quarter. Door Hardware Group's sales and operating performance were below last year's strong first quarter results, primarily due to the negative effect of higher interest rates on the housing industry. James E. Perrella, chairman and chief executive officer of the company stated, "Total bookings for the quarter were $1.4 billion and established a new record for the company. The new order rate also represented a 22-percent increase over 1994's first quarter total of $1.1 billion. Almost every operation within the company reflected improvements in bookings for the first quarter of 1995, both domestically and internationally." Mr. Perrella also said, "The company's strong first quarter performance gives us added incentive to complete our announced acquisition of Clark Equipment Company in a timely manner." # # # (See Attached Tables) 4/25/95 INGERSOLL-RAND COMPANY CONSOLIDATED INCOME STATEMENT (In Thousands Except Per Share Figures) THREE MONTHS ENDED MARCH 31 1995 1994 - --------------------------- ---- ---- Net Sales $1,185,600 $1,010,300 Operating Income 89,200 60,100 Other Income (Expense), Net (6,000) (2,100) Interest Expense 9,000 11,900 Dresser-Rand Income 300 5,700 IDP Minority Interest (Charge) Benefit (2,200) 200 Earnings Before Income Taxes 72,300 52,000 Provision for Income Taxes 26,000 19,000 Net Earnings 46,300 33,000 Net Earnings per Common Share $0.44 $0.31 Average Number of Common Shares 105,600 105,400 SEE ATTACHED NEWS RELEASE FOR ADDITIONAL INFORMATION INGERSOLL-RAND COMPANY BUSINESS SEGMENT REVIEW FIRST QUARTER (In Millions of Dollars Except Percentages) Three Months Ended March 31, ----------------------------
1995 1994 ------- --------- Standard Machinery Sales $ 398.8 $ 319.2 Operating income 35.3 22.9 and as a % of sales 8.9% 7.2% Engineered Equipment Sales 232.4 203.5 Operating income 7.6 (1.8) and as a % of sales 3.3% (0.9)% Bearings, Locks and Tools Sales 554.4 487.6 Operating income 55.2 47.4 and as a % of sales 10.0% 9.7% Total Sales $1,185.6 $1,010.3 Operating income 98.1 68.5 and as a % of sales 8.3% 6.8% Unallocated corporate expense (8.9) (8.4) ------- --------- Consolidated operating income $ 89.2 $ 60.1 -------- --------- -------- ---------
EX-11.(A)(20) 3 [I-R Logo] NEWS ------------------------ Corporate Communications Woodcliff Lake, New Jersey 07675 CONTACT: FOR RELEASE: _______________________________________________________ Thomas F. McBride For Immediate Release Senior Vice President and Chief Financial Officer (201) 573-3486 INGERSOLL-RAND EXTENDS TENDER OFFER THROUGH MAY 12, 1995 Woodcliff Lake, New Jersey (May 4, 1995) -- Ingersoll-Rand Company today announced that it has extended the period during which its tender offer for shares of Clark Equipment Company common stock will remain open to 5:00 P.M., New York City time, on Friday, May 12, 1995. The extension has been made in order to allow additional time for the completion of the review of the transaction by the Antitrust Division of the Justice Department. As previously announced, the Justice Department has requested additional information in connection with Ingersoll-Rand's Hart- Scott-Rodino filing. Ingersoll-Rand has been engaging in discussions with the Justice Department and expects to satisfactorily resolve any anti-trust concerns. As of the close of business on May 3, 1995, approximately 3,310,000 million shares of Clark common stock had been validly tendered in connection with the offer. #### -----END PRIVACY-ENHANCED MESSAGE-----