-----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, pePe8CZHyHq5L5vB5sF3o2fhkfxZpFlgfVy2HjoARMmBe9Q9Z0FIkaIQ+rjI06/X IrAY7a3jL6dKhLxqJyM4Mg== 0000950112-95-001081.txt : 19950420 0000950112-95-001081.hdr.sgml : 19950420 ACCESSION NUMBER: 0000950112-95-001081 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950419 SROS: NYSE 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 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14164 FILM NUMBER: 95529731 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: 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 14D9/A 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 SC 14D9/A 1 CLARK EQUIPMENT COMPANY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________ SCHEDULE 14D-9 (Amendment No. 2) Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 __________________________ CLARK EQUIPMENT COMPANY (Name of Subject Company) CLARK EQUIPMENT COMPANY (Name of Person(s) Filing Statement) Common Stock, Par Value $7.50 Per Share (Including the Associated Preferred Stock Purchase Rights) (Title of Class of Securities) 181396 10 2 (CUSIP Number of Class of Securities) Bernard D. Henely, Esq. Vice President, General Counsel and Secretary Clark Equipment Company 100 North Michigan Street South Bend, Indiana 46634 (219) 239-0100 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person(s) filing statement) Copy to: William F. Wynne, Jr., Esq. White & Case 1155 Avenue Of The Americas New York, New York 10036 (212) 819-8200 This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 dated April 12, 1995 (the "Schedule 14D-9"), of Clark Equipment Company, a Delaware corporation (the "Company") filed in connection with the tender offer made by CEC Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Ingersoll-Rand, a New Jersey corporation ("Ingersoll-Rand") to purchase all of the outstanding shares of Common Stock, $7.50 par value (the "Common Stock"), and the associated preferred stock purchase rights (the "Rights" and, together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement dated March 10, 1987, as amended and restated as of August 14, 1990, and as amended as of April 10, 1995 (the "Rights Agreement") between the Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent"). Capitalized terms used herein shall have the definitions set forth in the Schedule 14D-9 unless otherwise provided herein. Item 8. Additional Information to be Furnished. Item 8 is hereby amended and supplemented by adding thereto the following: On April 19, 1995, the Company, Ingersoll-Rand and the Purchaser issued a joint press release announcing the receipt of a request by the Antitrust Division for additional information in connection with the Ingersoll- Rand's HSR Act filing. The full text of the press release is set forth in Exhibit 19 hereto and is incorporated herein by reference. Item 9. Material to be Filed as Exhibits. Item 9 is hereby amended and supplemented by adding thereto the following: Exhibit 19 -- Press release issued by the Company on April 19, 1995. -2- SIGNATURE After reasonable 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. CLARK EQUIPMENT COMPANY By: /s/ Bernard D. Henely --------------------------- Name: Bernard D. Henely Title: Vice President and General Counsel Dated: April 19, 1995 EXHIBIT INDEX ------------- Exhibit No. Description __________ __________ 19 Press release issued by the Company on April 19, 1995. EX-19 2 EXHIBIT 19 INGERSOLL-RAND AND CLARK EQUIPMENT RECEIVE SECOND REQUEST FROM JUSTICE DEPARTMENT Woodcliff Lake, New Jersey and South Bend, Indiana (April 19, 1995) -- Ingersoll-Rand Company and Clark Equipment Company said that the United States Department of Justice has requested additional information in connection with Ingersoll-Rand's Hart-Scott-Rodino filing relating to its tender offer for all of the outstanding shares of Clark. Thomas F. McBride, Senior Vice President of Ingersoll-Rand, said: "This request was expected. We have previously indicated that if the Justice Department raises antitrust concerns, we are prepared to consider the divesture of certain assets to deal with those concerns." -----END PRIVACY-ENHANCED MESSAGE-----