-----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, Q2p09Q4G3Lb9OvjtPEWOACNAeffGwqxtarZLB/0Aw2Yz8dk4/+XU9FfB87DpuUNx ub8kNZoecGcOKewiakh0yw== 0000950112-95-001000.txt : 19950414 0000950112-95-001000.hdr.sgml : 19950414 ACCESSION NUMBER: 0000950112-95-001000 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19950412 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: 95528346 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 INGERSOLL-RAND SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ AMENDMENT NO. 3 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 CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee** $1,479,099,724.00 $295,820.00 * Based on the offer to purchase all of the outstanding shares of Common Stock of the Subject Company and the associated Preferred Stock Purchase Rights at $86.00 cash per Share and the number of Shares and options outstanding as disclosed by the Subject Company to the Bidder. ** 1/50 of 1% of Transaction Valuation. $263,963.00 was previously paid in connection with the initial filing of the Schedule 14D-1 on April 3, 1995. Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Form or Registration No.: Filing Party: Date Filed: 2 This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on April 3, 1995 (as amended, 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, between the Company and Harris Trust and Savings Bank, as Rights Agent, at an amended 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 by the Supplement thereto dated April 12, 1995 (the "Supplement"), and in the related Letter of Transmittal (which together constitute the "Offer"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1. Item 1. Security and Subject Company. Item 1 is hereby amended and supplemented as follows: Paragraph 1(b) -- Reference is hereby made to the information set forth in the Introduction of the Supplement, which is incorporated herein by reference in its entirety. Paragraph 1(c) -- Reference is hereby made to the information set forth in Section 2 ("Price Range of Shares; Dividends") of the Supplement which is incorporated herein by reference in its entirety. Item 3. Past Contacts, Transactions or Negotiations with the Subject Company. Item 3 is hereby amended and supplemented as follows: Paragraphs 3(a) and 3(b) -- Reference is hereby made to the information set forth in the Introduction, Section 3 ("Background of the Amended Offer; Contacts with the Company"), Section 4 ("Plans for the Company"), Section 5 ("Merger Agreement") and Section 6 ("Certain Conditions of the Offer") of the Supplement, which is incorporated herein by reference in its entirety. Item 4. Source and Amount of Funds or Other Consideration. Item 4 is hereby amended and supplemented as follows: Paragraphs 4(a) and (b) -- Reference is hereby made to the information set forth in Section 7 ("Source and Amount of Funds") of the Supplement, which is incorporated herein by reference in its entirety. Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. Item 5 is amended and supplemented as follows: Reference is hereby made to the information set forth in the Introduction, Section 1 ("Amended Terms of the Offer; Expiration Date"), Section 3 ("Background of the Amended Offer; Contacts with the Company"), Section 4 ("Plans for the Company"), and Section 5 ("Merger Agreement") of the Supplement, which is incorporated herein by reference in its entirety. 3 Item 10. Additional Information. Item 10 is hereby amended and supplemented as follows: Paragraphs 10 (b), (c) and (e) -- Reference is hereby made to the information set forth in Section 3 ("Background of the Amended Offer; Contacts with the Company"), Section 5 ("Merger Agreement") and Section 8 ("Certain Legal Matters and Regulatory Approvals") of the Supplement, which is incorporated herein by reference in its entirety. Paragraph 10(f) -- Reference is hereby made to the information set forth in the Supplement, a copy of which is attached as Exhibit 11(a)(11) hereto and which is incorporated herein by reference in its entirety. Item 11. Material to be Filed as Exhibits. 11(a)(11) Supplement to the Offer to Purchase dated April 12, 1995. 11(a)(12) Letter of Transmittal. 11(a)(13) Notice of Guaranteed Delivery. 11(a)(14) Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. 11(a)(15) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. 11(a)(16) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. 11(a)(17) Summary Advertisement as published on April 12, 1995. 11(b)(2) Supplemental Commitment Letter dated April 10, 1995 to the Parent from The Chase Manhattan Bank (National Association). 11(g)(1) Notice of Dismissal in Clark Equipment Company v. Ingersoll-Rand Company, U.S. District Court for the Southern District of New York, filed on April 11, 1995. 4 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: April 12, 1995 EXHIBIT INDEX Exhibit Page No. Description No. ------- ----------- ---- 11(a)(11) Supplement to the Offer to Purchase dated April 12, 1995 . . . . . . . . . . . . . . . . . . . . 11(a)(12) Letter of Transmittal . . . . . . . . . . . . . . 11(a)(13) Notice of Guaranteed Delivery . . . . . . . . . . 11(a)(14) Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees . . . . . . . . . . . . . . . . . . . . 11(a)(15) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees . 11(a)(16) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 . . 11(a)(17) Summary Advertisement as published on April 12, 1995 . . . . . . . . . . . . . . . . . . . . . . 11(b)(2)) Supplemental Commitment Letter dated April 10, 1995 to the Parent from The Chase Manhattan Bank (National Association) . . . . . . . . . . . . . 11(g)(1) Notice of Dismissal in Clark Equipment Company v. Ingersoll-Rand Company, U.S. District Court for the Southern District of New York, filed on April 11, 1995. EX-11.(A)(11) 2 SUPPLEMENT TO OFFER TO PURCHASE CEC ACQUISITION CORP. A WHOLLY OWNED SUBSIDIARY OF INGERSOLL-RAND COMPANY HAS AMENDED ITS TENDER OFFER TO INCREASE THE CASH PURCHASE PRICE FOR ALL OUTSTANDING SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF CLARK EQUIPMENT COMPANY TO $86.00 NET PER SHARE THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, MAY 5, 1995, UNLESS FURTHER EXTENDED. THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE MERGER DESCRIBED HEREIN ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY, HAS APPROVED THE OFFER AND THE MERGER AND RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF SHARES OF COMMON STOCK OF THE COMPANY WHICH, TOGETHER WITH ANY SHARES OWNED BY THE PARENT AND THE PURCHASER, REPRESENTS A MAJORITY OF THE TOTAL VOTING POWER OF ALL SHARES OF CAPITAL STOCK OF THE COMPANY OUTSTANDING ON A FULLY DILUTED BASIS ON THE DATE OF PURCHASE. THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS CONTAINED HEREIN. SEE THE INTRODUCTION AND SECTION 6 OF THIS SUPPLEMENT. (Continued on next page) ------------------- THE DEALER MANAGER FOR THE OFFER IS: MERRILL LYNCH & CO. April 12, 1995 (Continued from previous page) IMPORTANT ON APRIL 9, 1995, THE PURCHASER, THE PARENT AND THE COMPANY (EACH AS DEFINED HEREIN) ENTERED INTO A MERGER AGREEMENT (AS DEFINED HEREIN) WHICH CONTAINS THE TERMS AND CONDITIONS DESCRIBED IN SECTION 5 OF THIS SUPPLEMENT. Any stockholder desiring to tender all or any portion of such stockholder's shares of Common Stock, $7.50 par value per share (the "Shares"), and the associated Preferred Stock Purchase Rights issued by the Company (the "Rights"; unless the context requires otherwise all references herein to "Shares" shall be deemed to refer also to the associated Rights), should either (1) complete and sign a Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in such Letter of Transmittal, mail or deliver such Letter of Transmittal (or such facsimile) and any other required documents to the Depositary (as defined herein), and either deliver the certificates representing the tendered Shares and any other required documents (including certificates for Rights, if necessary) to the Depositary or tender such Shares pursuant to the procedure for book-entry transfer set forth in Section 3 of the Offer to Purchase or (2) request such stockholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder. Stockholders having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender Shares so registered. A stockholder who desires to tender Shares and whose certificates representing such Shares are not immediately available, or who cannot comply with the procedure for book-entry transfer on a timely basis, may tender such Shares by following the procedures for guaranteed delivery set forth in Section 3 of the Offer to Purchase. Questions and requests for assistance may be directed to Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Dealer Manager") or to Georgeson & Company Inc. (the "Information Agent") at their respective addresses and telephone numbers set forth on the back cover of this Supplement. Additional copies of this Supplement, the Offer to Purchase, the related Letter of Transmittal and the related Notice of Guaranteed Delivery may also be obtained from the Information Agent or from brokers, dealers, commercial banks or trust companies. To: The Stockholders of CLARK EQUIPMENT COMPANY INTRODUCTION The following information amends and supplements the Offer to Purchase dated April 3, 1995 (the "Offer to Purchase") of CEC Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Ingersoll-Rand Company, a New Jersey corporation (the "Parent"). Pursuant to this Supplement, the Purchaser is now offering 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, as amended (the "Rights Agreement"), between the Company and the Rights Agent, at a purchase price of $86.00 per Share net to the seller in cash without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, as amended and supplemented by this Supplement, and in the related Letter of Transmittal (which together constitute the "Offer"). Unless the context requires otherwise, terms not defined herein have the meanings ascribed to them in the Offer to Purchase and all references herein to "Shares" shall be deemed to refer also to the associated Rights. Pursuant to the Merger Agreement (as defined below), the Company has represented and warranted to the Parent and the Purchaser that the Company has taken all necessary action so that none of the execution of the Merger Agreement, the making of the Offer, the acquisition of Shares pursuant to the Offer or the consummation of the Merger will (a) cause the Rights to become exercisable, (b) cause the Parent, the Purchaser or any of their affiliates to become an Acquiring Person (as such term is defined in the Rights Agreement) or (c) give rise to a Distribution Date or a Triggering Event (as each such term is defined in the Rights Agreement). Procedures for tendering Shares are set forth in Section 3 of the Offer to Purchase. Tendering stockholders may continue to use the original (green) Letter of Transmittal and the original (gold) Notice of Guaranteed Delivery previously circulated with the Offer to Purchase, or the revised (blue) Letter of Transmittal and the revised (green) Notice of Guaranteed Delivery circulated with this Supplement. While the Letter of Transmittal previously circulated with the Offer to Purchase refers only to the Offer to Purchase, stockholders using such document to tender their Shares will nevertheless receive $86.00 per Share for each Share validly tendered and not properly withdrawn and accepted for payment pursuant to the Offer, subject to the conditions of the Offer. A tender of Shares will also constitute a tender of Rights. STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN THEIR SHARES PURSUANT TO THE OFFER ARE NOT REQUIRED TO TAKE ANY FURTHER ACTION, EXCEPT AS MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS UTILIZED. IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID FOR BY THE PURCHASER PURSUANT TO THE OFFER, SUCH STOCKHOLDERS WILL RECEIVE, SUBJECT TO THE CONDITIONS OF THE OFFER, THE INCREASED TENDER PRICE OF $86.00 PER SHARE. SEE SECTION 4 OF THE OFFER TO PURCHASE FOR THE PROCEDURES FOR WITHDRAWING SHARES TENDERED PURSUANT TO THE OFFER. Except as otherwise set forth in this Supplement and in the revised Letter of Transmittal, the terms and conditions previously set forth in the Offer to Purchase remain applicable in all respects to the Offer, and this Supplement should be read in conjunction with the Offer to Purchase. THE OFFER IS NO LONGER SUBJECT TO THE SUPERMAJORITY CHARTER CONDITION, THE RIGHTS CONDITION OR THE DELAWARE TAKEOVER STATUTE CONDITION INCLUDED IN THE OFFER TO PURCHASE. THE OFFER IS NOW CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED ON OR PRIOR TO THE EXPIRATION DATE (AS DEFINED BELOW) AND NOT PROPERLY WITHDRAWN A NUMBER OF SHARES WHICH, TOGETHER WITH THE SHARES OWNED BY THE 1 PARENT AND THE PURCHASER, REPRESENTS A MAJORITY OF THE TOTAL VOTING POWER OF ALL SHARES OF CAPITAL STOCK OF THE COMPANY OUTSTANDING ON A FULLY DILUTED BASIS ON THE DATE OF PURCHASE (DEFINED BELOW AS THE MINIMUM CONDITION). THE OFFER REMAINS SUBJECT TO CERTAIN OTHER TERMS AND CONDITIONS CONTAINED HEREIN IN ADDITION TO THE MINIMUM CONDITION. SEE SECTION 6 OF THIS SUPPLEMENT. The Parent, the Purchaser and the Company have entered into an Agreement and Plan of Merger, dated as of April 9, 1995 (the "Merger Agreement"), which provides for, among other things, (i) an increase in the price per Share to be paid pursuant to the Offer from $77.00 per Share to $86.00 per Share, net to the seller in cash without interest thereon, (ii) the amendment and restatement of certain conditions to the Offer as set forth in their entirety in Section 6 of this Supplement, (iii) the extension of the Offer to Friday, May 5, 1995 and (iv) the merger of the Purchaser with the Company (the "Merger") following the consummation of the Offer. In the Merger, each Share (other than shares of common stock held in the treasury of the Company, Shares owned by the Parent, the Purchaser or any other direct or indirect subsidiary of the Parent or of the Company and Dissenting Shares (as such term is defined in the Merger Agreement)) shall be cancelled, extinguished and converted into the right to receive $86.00 per Share in cash without interest thereon, less any applicable withholding taxes. See Section 5 of this Supplement. THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY, HAS APPROVED THE OFFER AND THE MERGER AND RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES. CS First Boston Corporation ("CS First Boston") has delivered to the Board of Directors of the Company its written opinion, dated April 9, 1995, that, based upon and subject to the information contained in such opinion, as of such date, the consideration to be received by holders of Shares, other than the Parent and the Purchaser, in the Offer and the Merger is fair to such holders from a financial point of view. Section 203 of the Delaware General Corporation Law (the "DGCL"), the supermajority stockholder vote specified in the Supermajority Charter Provision (as defined in the Offer to Purchase) and the Rights are no longer applicable to the Merger because the Board of Directors of the Company has approved the Merger and the Merger Agreement and taken other actions to render Section 203 of the DGCL, the Supermajority Charter Provision and the Rights inapplicable to the Offer and the Merger. Accordingly, the Delaware Takeover Statute Condition, the Supermajority Charter Condition and the Rights Condition described in the Offer to Purchase are all no longer applicable to the Offer. Based on the representations and warranties of the Company contained in the Merger Agreement, as of April 7, 1995, there were 17,101,396 Shares outstanding and options covering a total of 97,438 shares of common stock were reserved for issuance under the Company's various stock option plans. The Parent currently beneficially owns an aggregate of 274,200 Shares, representing approximately 1.6% of the Shares outstanding based on the number of Shares reported by the Company as outstanding at April 7, 1995. See Section 8 of the Offer to Purchase. Based on this information, the Minimum Condition will be satisfied if at least 8,325,218 Shares are validly tendered and not properly withdrawn on or prior to the Expiration Date. If the Minimum Condition is satisfied, the Purchaser will be able to approve the Merger without the affirmative vote of the holders of any other Shares. THE OFFER TO PURCHASE, THIS SUPPLEMENT AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. 2 1. AMENDED TERMS OF THE OFFER; EXPIRATION DATE. Pursuant to the Merger Agreement, the price per Share to be paid pursuant to the Offer has been increased from $77.00 per Share to $86.00 per Share, net to the seller in cash without interest thereon, upon the terms and subject to the conditions of the Offer. All stockholders whose Shares are validly tendered and not properly withdrawn and accepted for payment pursuant to the Offer (including Shares tendered prior to the date of this Supplement) will receive the increased price. Pursuant to the Merger Agreement, the Offer has been extended. The Offer will expire at 12:00 Midnight, New York City time, on Friday, May 5, 1995, unless and until the Purchaser, in its sole discretion subject to the provisions of the Merger Agreement, shall have further extended the period during which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date at which the Offer, as so extended by the Purchaser, shall expire. See Section 5 of this Supplement for a description of the provisions of the Merger Agreement regarding extensions of the Offer by the Purchaser. The Offer is conditioned upon, among other things, satisfaction of each of the conditions described above in the Introduction and in Section 6 of this Supplement (the "Tender Offer Conditions"). The Purchaser reserves the right (but shall not be obligated), subject to the provisions of the Merger Agreement, to waive any or all of such conditions (other than the Minimum Condition). The Company has provided the Purchaser with the Company's stockholder lists and security position listings for the purpose of disseminating the Offer to holders of Shares. This Supplement, the Offer to Purchase, the revised (blue) Letter of Transmittal and other relevant materials will be mailed to record holders of Shares whose names appear on the Company's stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the Company's stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. 2. PRICE RANGE OF SHARES; DIVIDENDS. The high and low sales prices per Share on the NYSE reported by the Dow Jones News Service during the second quarter (through April 11, 1995) of the year ending December 31, 1995 were $85 5/8 and $82 1/4, respectively. On April 7, 1995, the last full trading day prior to the announcement of the execution of the Merger Agreement, the closing sale price per Share reported on the NYSE by the Dow Jones News Service was $84 1/8. STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES. 3. BACKGROUND OF THE AMENDED OFFER; CONTACTS WITH THE COMPANY. During the week of April 3, 1995, the respective financial advisors to the Parent and the Company conducted a dialogue to discuss the possibility of a modified Offer on terms, including an increased price per Share, which the Company's management might be willing to recommend to the Company's Board of Directors and pursuant to which the Company might be willing to enter into a merger agreement with the Parent. These discussions were concluded on April 6, 1995 with the two financial advisors each recommending to their respective clients that it might be productive for the Chairmen of the Parent and the Company to meet to see if they could reach agreement on the terms of a transaction which each Chairman would be willing to recommend to his company's Board of Directors. In the early evening on April 7, 1995, James E. Perrella, Chairman, President and Chief Executive Officer of the Parent, met with Leo J. McKernan, Chairman, President and Chief Executive Officer of the Company, in New York City. At that meeting the two Chairmen reached agreement on the principal terms of a merger between the Company and the Parent. Starting that same evening, other representatives and advisors of the Parent and the Company met separately to conduct negotiations regarding the other terms of the Merger Agreement. These discussions continued on Saturday, April 8, 3 1995 and Sunday, April 9, 1995 and on Sunday, April 9, 1995 an agreement was reached between the representatives of the two companies on all of the terms of the Merger Agreement. On April 9, 1995, the Boards of Directors of the Parent and the Purchaser approved the Merger Agreement and the Company's Board of Directors approved the Merger Agreement and took other action to render the Rights, Section 203 of the DGCL and the Supermajority Charter Provision inapplicable to the Offer and the Merger. Later that afternoon, the Merger Agreement was executed and the Parent and the Company issued the following joint press release: Woodcliff Lake, N.J. and South Bend, Indiana (April 9, 1995)--Ingersoll-Rand Company and Clark Equipment Company jointly announced today that they have entered into a definitive merger agreement under which Ingersoll-Rand will acquire Clark for $86.00 per share in cash. The Boards of Directors of both companies have unanimously approved the agreement. Ingersoll-Rand's pending tender offer is being amended to increase the offering price to $86.00 per share and extend the expiration date to midnight New York time on Friday, May 5, 1995. "We're delighted to add Clark's strong businesses and fine people to our own," said James E. Perrella, Chairman, President and Chief Executive Officer of Ingersoll-Rand. "This is a great fit. Clark's businesses complement Ingersoll-Rand's and, like ours, are well-managed leaders in their sectors." Clark's Chairman, President and Chief Executive Officer, Leo J. McKernan, said "This merger delivers fair value to our shareholders and also provides our employees with excellent opportunities within the framework of a fine company like Ingersoll-Rand." Consummation of the merger is subject to customary terms and conditions, including regulatory approvals. On April 9, 1995, the Company postponed indefinitely its annual meeting of stockholders scheduled for May 9, 1995; on April 10, 1995, the Parent withdrew its April 3, 1995 nomination of director candidates for election at the annual meeting; and on April 11, 1995, the Company filed with the court in the Antitrust Litigation a notice of dismissal of all claims against the Parent (all pursuant to the Merger Agreement--see Sections 5 and 8 of this Supplement). During the discussions between the financial advisors to the Parent and the Company during the week of April 3, 1995, the Parent's financial advisor made inquiries of the Company's financial advisor concerning the Company's expectations as to its operating performance in 1995 and 1996. Although the Company's financial advisor gave the Parent's financial advisor no specific information in that regard, following the conversations between the financial advisors regarding publicly available analysts' estimates of the Company's 1995 and 1996 earnings, the Parent's financial advisor concluded, based upon, among other things, the Company's financial advisor's comments on such analysts' estimates (which comments the Company authorized), that the Company currently expects its consolidated net income for this year and next to fall within the following approximate ranges: 1995--between $95 and $105 million; 1996--between $110 and $120 million. However, prior to the date of this Supplement, neither the Parent nor its financial advisor has received any other information from the Company concerning its future financial performance. Any forecasts of future net income are inherently unreliable due to the numerous uncertainties associated with forecasts and the various assumptions on which they must necessarily be based. But because the expected consolidated net income figures referred to above with respect to the Company (the "Projections") were not prepared by management of the Company or by the Company's financial advisor, such data is necessarily far more speculative and far less reliable than if it 4 had actually been prepared by the management of the Company or by the Company's financial advisor. The Projections are set forth herein solely because they were developed by the Parent's financial advisor on the basis of limited information regarding the Company's expected net income in 1995 and 1996 indicated by the Company's financial advisor. In light of the uncertainties inherent in forecasts of any kind, and particularly in view of the manner in which the Projections were developed by the Parent's financial advisor as noted above, the inclusion of the Projections should not be regarded as a representation by the Parent, the Purchaser, the Company or any other person that such Projections will be achieved. HOLDERS OF SHARES ARE THEREFORE CAUTIONED NOT TO PLACE ANY RELIANCE ON THE PROJECTIONS. The Projections were not developed with a view to public disclosure or compliance with the published guidelines of the Securities and Exchange Commission (the "Commission") regarding forecasts, nor were they prepared in accordance with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. 4. PLANS FOR THE COMPANY. Pursuant to the Merger Agreement, the Parent, the Purchaser and the Company have agreed, among other things, to modify the composition of the Board of Directors of the Company to include nominees of the Purchaser following consummation of the Offer. See Section 5 of this Supplement. 5. MERGER AGREEMENT. The following is a summary of the Merger Agreement, a copy of which is an exhibit to Amendment No. 2, filed by the Parent and the Purchaser with the Commission on April 10, 1995, to the Tender Offer Statement on Schedule 14D-1 of the Purchaser and the Parent filed with the Commission in connection with the Offer (the "Schedule 14D-1"). Such summary is qualified in its entirety by reference to the Merger Agreement. Terms not defined herein have the meaning ascribed to them in the Merger Agreement. The Offer. In the Merger Agreement, the Purchaser has agreed subject to certain conditions to, among other things, amend the Offer (i) to extend the Offer to May 5, 1995, (ii) to increase the purchase price offered to $86.00 per share of Common Stock (and associated Right) and (iii) to modify the conditions of the Offer to conform to the Tender Offer Conditions. The obligations of the Purchaser to accept for payment and promptly to pay for any shares of Common Stock tendered will be subject only to the Tender Offer Conditions any of which may be waived; provided, however, that, without the consent of the Company, the Purchaser will not waive the Minimum Condition. Without the consent of the Company, the Purchaser will not (i) reduce the number of Shares to be purchased in the Offer, (ii) reduce the Offer Price, (iii) impose conditions to the Offer in addition to the Tender Offer Conditions, (iv) change the form of consideration payable in the Offer, or (v) amend any other term of the Offer (including the Tender Offer Conditions) in a manner materially adverse to the holders of the Common Stock. Subject to the terms and conditions of the Merger Agreement, and unless the Company otherwise consents in writing, the Parent and the Purchaser agree that the Purchaser will accept for payment and pay for Common Stock as soon as it is permitted to do so under applicable law, provided that the Purchaser will have the right, in its sole discretion, to extend the Offer from time to time for up to a maximum of 10 additional business days, notwithstanding the prior satisfaction of the Tender Offer Conditions. Pursuant to the Merger Agreement, the Company has approved of and consented to the Offer and represented and warranted that (i) its Board of Directors (at a meeting duly called and held on April 9, 1995) has (1) determined by the unanimous vote of the Directors that the Offer and the Merger are fair to and in the best interests of the holders of Common Stock, (2) approved the Merger Agreement, the Offer and the Merger, and determined that the consummation of the Offer and the Merger will not constitute a "Change In Control" for purposes of Section 9.2 of the Clark Equipment Company Leveraged Employee Stock Option Plan (the "LESOP"), (3) resolved to recommend acceptance of the 5 Offer by the stockholders of the Company and approval and adoption of the Merger Agreement and the Merger by the stockholders of the Company, (4) taken all other action necessary to render (A) Section 203 of the DGCL, (B) the Rights Agreement and (C) Article SIXTH, Paragraph 6, of the Company's Restated Certificate of Incorporation (as to the Company, the "Certificate of Incorporation") inapplicable to the Offer and the Merger; provided, however, that such recommendation or other action may be withdrawn, modified or amended at any time if a majority of the Board of Directors of the Company determines, in its good faith judgment, based on the opinion of independent outside legal counsel to the Company, that failing to take such action would constitute a breach of such Board's fiduciary obligations under applicable law; and (ii) CS First Boston has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of Common Stock (other than the Parent and the Purchaser) pursuant to the Offer and the Merger is fair to the holders of Common Stock from a financial point of view. The Merger. The Merger Agreement provides that at the Effective Time the Purchaser will be merged with the Company. By virtue of the Merger, at the Effective Time, each outstanding share of Common Stock (other than (i) any shares of Common Stock which are held by any subsidiary of the Company or in the treasury of the Company, or which are held, by the Parent or any of its subsidiaries (including the Purchaser), all of which will be cancelled, and (ii) shares of Common Stock held by dissenting stockholders), will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the price paid for each share of Common Stock pursuant to the Offer (the "Merger Consideration") payable to the holder thereof less any required withholding taxes. At the Effective Time, each share of outstanding common stock of the Purchaser will become one share of common stock of the Company (the "Surviving Corporation"). For a description of certain rights available to stockholders upon consummation of the Offer or the Merger, see Section 11 of the Offer to Purchase. Agreements of the Company, the Purchaser and the Parent. In the Merger Agreement, the Company has agreed that during the period from the date of the Merger Agreement to the Effective Time, except as otherwise approved in writing by the Parent, the Company and each of its subsidiaries will conduct their respective operations only in the ordinary course of business consistent with past practice and will use their reasonable best efforts to preserve intact their respective business organization, keep available the services of their officers and employees and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them. The Merger Agreement provides that neither the Company nor any of its subsidiaries (other than VME Group, N.V.) will (i) make any amendment to its Certificate of Incorporation or By-Laws (or comparable governing documents); (ii) issue or sell any shares of its capital stock (other than in connection with the exercise of currently outstanding stock options) or any of its other securities (including stock appreciation rights or phantom stock), or issue any securities convertible into, or options, warrants or rights to purchase, or enter into any arrangement or contract with respect to the issuance or sale of, any shares of its capital stock or any of its other securities, or make any other changes in its capital structure; (iii) sell or pledge any stock owned by it in any of its subsidiaries; (iv) declare or pay any dividend or other distribution or payment with respect to, or split, combine, redeem, reclassify or purchase any shares of its capital stock; (v) other than in the ordinary course of business consistent with past practice, transfer, lease, license, guarantee, sell, mortgage, pledge, dispose of, encumber or subject to any lien any material assets or incur or modify any indebtedness other than any indebtedness incurred in connection with the acquisition of Club Car, Inc. or other liability or issue any debt securities or assume, guarantee or endorse or otherwise as an accommodation become responsible for the obligations of any person; (vi) make any tax election or settle or compromise any material tax liability; (vii) make any material change in its method of accounting; (viii) (A) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof; (B) enter into any contract or agreement other than in the ordinary 6 course of business consistent with past practice that would be material to the Company and its subsidiaries taken as a whole; (C) to the extent not included in the Company's capital budget for 1995 previously approved by the Company's Board of Directors, for 150 days after the date of the Merger Agreement, authorize any single capital expenditure in excess of $1.5 million or capital expenditures of $10 million in the aggregate; or (D) enter into or materially amend any agreement, commitment or arrangement with respect to any of the matters set forth in this clause (viii); (ix) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of the Merger Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees, except for increases in salary or wages of employees of the Company or its subsidiaries who are not officers of the Company in the ordinary course of business in accordance with past practice, or grant any severance or termination pay not currently required to be paid under existing severance plans or enter into any employment, consulting or severance agreement or arrangement with any present or former director, officer or other employee of the Company or any of its subsidiaries (other than employment contracts with certain individuals), or establish, enter into or amend or terminate any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; (x) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its subsidiaries (other than the Merger); (xi) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the financial statements of the Company or incurred in the ordinary course of business and consistent with past practice; or (xii) agree to take any of the foregoing actions. However, the Merger Agreement permits the Company to fully fund, through the Clark Equipment Company Supplemental Executive Retirement Trust or the Clark Equipment Company Deferred Benefit Trust (collectively, "the Rabbi Trusts") all amounts which may become payable to employees of the Company and its subsidiaries upon a change in control of the Company (including additional amounts (up to a maximum of $23 million) required to be paid to such employees to gross up such payments for any income or other taxes incurred with respect thereto). Pursuant to the Merger Agreement, the Company will not, and will not permit any of its subsidiaries other than VME Group, N.V. to, (i) take any action, engage in any transaction or enter into any agreement which would cause any of the representations or warranties set forth therein to be untrue as of the Effective Time, or (ii) purchase or offer to purchase any shares of capital stock of the Company. The Merger Agreement provides that promptly after the consummation of the Offer, if required by the DGCL in order to consummate the Merger, the Company will convene a meeting of the holders of Common Stock for the purpose of voting upon the Merger Agreement and the Merger. The Company will use its reasonable best efforts to solicit from its stockholders proxies and, subject always to the fiduciary obligations of the Company's directors under applicable law, will take all other action necessary and advisable to secure the vote of stockholders required by applicable law to obtain the approval of the Merger Agreement and the Merger. Subject always to the fiduciary obligations of the Company's directors under applicable law, the Company has agreed to include in the Proxy Statement the recommendation of its Board of Directors that holders of Common Stock approve and adopt the Merger Agreement and approve the Merger. For a description of the short-form merger provisions of the DGCL, which under certain circumstances could be applicable to the Merger, see Section 11 of the Offer to Purchase. The Merger Agreement provides that, if required by law, as promptly as practicable after the consummation of the Offer, the Company will prepare and file a preliminary Proxy Statement with the Commission and will use its reasonable best efforts to have it cleared by the Commission at the earliest practicable time. 7 Pursuant to the Merger Agreement, promptly following the purchase by the Purchaser of Shares pursuant to the Offer, the Purchaser will be entitled to designate up to such number of directors, rounded up to the next whole number, of the Company as will give the Purchaser representation on the Board of Directors equal to the product of the total number of directors on the Board (giving effect to the directors elected pursuant to the Merger Agreement) multiplied by the percentage that the aggregate number of shares of Company Common Stock beneficially owned by the Purchaser and its affiliates bears to the total number of shares of Company Common Stock then outstanding. At such times, the Company will use its best efforts to cause persons designated by the Purchaser to constitute the same percentage as is on the Board of (i) each committee of the Board, (ii) each board of directors of each domestic subsidiary of the Company and (iii) each committee of each such board. Until the Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company will use its best efforts to ensure that all the members of the Board and such boards and committees as of the date of the Merger Agreement who are not employees of the Company will remain members of the Board and such boards and committees. Annex I attached to the Company's Schedule 14D-9 dated April 12, 1995 (the "Schedule 14D-9") sets forth information with respect to the possible designation by the Purchaser, pursuant to the Merger Agreement, of persons to be elected to the Board of Directors of the Company. The Purchaser currently intends to choose the designees to the Company's Board of Directors which it has the right to designate pursuant to the Merger Agreement from among the directors and officers of the Parent listed in Schedule I to the Offer to Purchase. The Company has agreed to take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under the Merger Agreement described in the preceding paragraph and will include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations thereunder. Pursuant to the Merger Agreement, the Parent or the Purchaser will supply to the Company any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 under the Exchange Act. Following the appointment of the Purchaser's designees as described above and prior to the Effective Time, any amendment of the Merger Agreement, the Certificate of Incorporation or By-Laws of the Company, any termination of the Merger Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of the Purchaser or waiver of any of the Company's rights thereunder, and any other consent or action by the Board of Directors thereunder, will require the concurrence of a majority of the directors of the Company then in office who are neither designated by the Purchaser nor are employees of the Company. Pursuant to the Merger Agreement, from the date of the Merger Agreement to the Effective Time, the Company will afford the Parent and its representatives and advisors reasonable access to the employees, properties, offices, plants and other facilities and to all books and records of the Company and its subsidiaries in order that they may have the opportunity to make such investigations as they desire of the affairs of the Company and its subsidiaries. Under the Merger Agreement, the Company, its affiliates and their respective officers, directors, employees, representatives and agents will immediately cease any existing discussions or negotiations with any parties conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or any equity interest in, the Company or any of its subsidiaries (except pursuant to the VME Sale Agreement) or any business combination with the Company or any of its subsidiaries. The Company, its subsidiaries, directors, employees, representatives and agents may furnish information and access, in each case only in response to a request made after the date of the Merger Agreement for such information or access, to any person which was not initiated, solicited or knowingly encouraged by the Company or any of its affiliates or any of its or their respective officers, directors, employees, representatives or agents after the date of the Merger Agreement (with respect to 8 confidential information, pursuant to appropriate confidentiality agreements), and may participate in discussions and negotiate with such entity or group concerning any merger, sale of assets, sale of shares of capital stock or similar transaction (including an exchange of stock or assets) involving the Company or any subsidiary or division of the Company, if such entity or group has submitted a bona fide proposal to the Board relating to any such transaction and if a majority of the Board of Directors of the Company determines, in its good faith judgment, based on the opinion of independent outside legal counsel to the Company, that failing to take such action would constitute a breach of such Board's fiduciary obligations under applicable law. The Company will promptly notify the Parent if any proposal or offer, or any inquiry or contact with any person with respect thereto, is made and will indicate in reasonable detail the identity of the offeror and the terms and conditions of any proposal or offer, or any such inquiry or contact. The Company will keep the Parent promptly advised of all developments which could reasonably be expected to culminate in the Board of Directors withdrawing, modifying or amending its recommendation of the Offer and the Merger. Except as set forth in the provisions described in this paragraph, neither the Company or any of its affiliates, nor any of its or their respective officers, directors, employees, representatives or agents, will, directly or indirectly, knowingly encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than the Parent and the Purchaser, any affiliate or associate of the Parent and the Purchaser, or any designees of the Parent or the Purchaser) concerning any merger, sale of assets, sale of shares of capital stock or similar transactions (including an exchange of stock or assets) involving the Company or any subsidiary or division of the Company; provided, that none of the foregoing will prevent the Company or the Board from taking, and disclosing to the Company's stockholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer or from making such disclosure to the Company's stockholders which, as advised in an opinion of counsel, is required under applicable law; provided, further, that the Board will not recommend that the stockholders of the Company tender their Shares in connection with any such tender offer unless the Board by a majority vote determines in its good faith judgment, based on the opinion of independent outside legal counsel to the Company, that failing to take such action would constitute a breach of the Board's fiduciary duty under applicable law. In the Merger Agreement, the Company has agreed that it will not amend the Rights Agreement except as expressly contemplated by the Merger Agreement. The Merger Agreement provides that each of the Company, the Parent and the Purchaser will cooperate and use their respective reasonable best efforts to take all appropriate action to consummate the Merger, including cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9, the Proxy Statement, any required filings under the HSR Act, Regulation (EEC) No. 4064/89 of the European Community or other foreign filings and obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for consummation of the Merger and fulfillment of the conditions to the Offer and the Merger. Certain Employee Benefits Matters. Under the Merger Agreement, the Parent has agreed that, during the period commencing at the Effective Time and ending on December 31, 1996, the employees of the Company and its subsidiaries (other than those employees covered by a collective bargaining agreement) will continue to be provided with employee benefit plans which in the aggregate are substantially comparable to those currently provided by the Company and its subsidiaries to such employees (other than plans involving or related to the securities of the Company except the Melroe Savings and Investment Plan and the Clark Equipment Company Savings and Investment Plan (each as in effect on April 3, 1995 and disregarding the effect of the Offer and the Merger on such plans)). Employees covered by collective bargaining agreements will be provided with such benefits as will be required under the terms of any applicable collective bargaining agreement. Under the Merger Agreement, the Parent has agreed to cause the Surviving Corporation to honor and continue to perform all benefit obligations (including to employees who have retired from the 9 Company and its subsidiaries before the Effective Time), contracts and agreements (including employment, consulting and severance obligations and agreements, but excluding any Stock Plans) of the Company or any of its subsidiaries authorized by the Company or any of its subsidiaries on or prior to the date of the Merger Agreement which apply to any current or former employee or current or former director of the Company or any of its subsidiaries. The Parent has agreed that after the Effective Time the Surviving Corporation or its subsidiaries will pay all amounts provided under all agreements of the Company and its subsidiaries and all benefit obligations of the Company and its subsidiaries, including the change in control agreements entered into between the Company and its subsidiaries and their officers (the "Change in Control Agreements") (or honor the provisions of the Change in Control Agreements in the case where no payment by the Surviving Corporation or its subsidiaries is required) conditioned on a change in control of the Company, in accordance with the terms of such Change in Control Agreements (or will cause any related trusts to make such payments in the case of funded plans). Notwithstanding anything described in this section to the contrary, neither the Parent nor the Surviving Corporation will be prevented from terminating the employment of any person. For purposes of all employee benefit plans, programs and arrangements maintained by or contributed to by the Parent and its subsidiaries (including the Surviving Corporation), the Parent will cause each such plan, program or arrangement to treat the prior service with the Company and its subsidiaries of each person who is an employee of the Company or its subsidiaries a ("Clark Employee") (to the same extent such service is recognized under analogous plans, programs or arrangements of the Company or its subsidiaries prior to the Effective Time) as service rendered to the Parent or its subsidiaries for purposes of eligibility to participate and for all benefits and vesting thereunder; provided, however, that any benefits provided under the Parent Plans (as defined below) will be reduced by benefits in respect of the same years of service under analogous plans, programs and arrangements maintained by or contributed to by the Company, the Surviving Corporation or their subsidiaries. Each Clark Employee who becomes an employee of the Parent or any of its subsidiaries (other than the Surviving Corporation and its subsidiaries) following the Effective Time (each a "Continued Employee") will be entitled, as an employee of the Parent or of any of its subsidiaries (other than the Surviving Corporation and its subsidiaries), to participate in whatever employee benefit plans or nonqualified employee benefit or deferred compensation plans, stock option, bonus or incentive plans or other employee benefit or fringe benefit programs that may be in effect generally for employees of the Parent or its subsidiaries from time to time ("Parent Plans") if such Continued Employee will be eligible for participation therein and otherwise will not be participating in a similar plan which continues to be maintained by the Surviving Corporation and its subsidiaries. The Parent or the Parent's subsidiaries will cause their respective tax-qualified defined benefit pension plans in which any Continued Employee will become a participant on or after the Effective Time to be amended to recognize, for purposes of vesting, eligibility and benefit accrual thereunder, each Clark Employee's compensation and term of service with the Company and its subsidiaries to the same extent recognized under analogous plans of the Company and its subsidiaries prior to the Effective Time; provided, however, that any benefits under such plans will be reduced by benefits in respect of the same years of service under analogous plans, programs and arrangements maintained by or contributed to by the Company, the Surviving Corporation or their subsidiaries. Subject to the above-described provisions, Continued Employees will be eligible to participate on the same basis as similarly-situated employees of the Parent or its subsidiaries. All such participation will be subject to such terms of such plans as may be in effect from time to time. Pursuant to the Merger Agreement, at all times after the Effective Time, notwithstanding anything to the contrary in the Clark Equipment Company Supplemental Executive Retirement Plan ("SERP 1"), the Clark Equipment Company Supplemental Executive Retirement Trust ("SERP 1 Trust"), the Clark Equipment Company Supplemental Retirement Income Plan for Certain Executives ("SERP 2") or the Clark Equipment Company Deferred Benefit Trust ("SERP 2 Trust"), the terms (i) "committee," as used in the SERP 1 Trust and SERP 2 Trust, (ii) "Administrator," as used in the SERP 1 and SERP 2, (iii) "Chief Executive Officer" as used in Section 2.3 of the SERP 1 and SERP 2, 10 and (iv) "Company" as used in Section 4.2 of the SERP 1 and SERP 2, will in each instance mean the Parent's benefits committee. The Company has agreed that as soon as practicable after the execution of the Merger Agreement it will use its best efforts to obtain the requisite consents of all participants and beneficiaries of the Rabbi Trusts so that the Company may amend the Clark Equipment Company Supplemental Executive Retirement Plan and the Clark Equipment Company Supplemental Retirement Income Plan for Certain Executives to permit either the Parent, the Company or any of their respective subsidiaries to make a one-time withdrawal of assets from the Rabbi Trusts to the extent such assets exceed 100% of the "Plan benefit value" (as such term is used in Section 3 of each of the Clark Equipment Company Supplemental Executive Retirement Plan and the Clark Equipment Company Supplemental Retirement Income Plan for Certain Executives), such funding level to be first certified by the actuary for the Company's tax-qualified Plan. After such withdrawal, the right to withdraw amounts from either such Rabbi Trust will continue as in effect prior to such amendments. Directors' and Officers' Insurance; Indemnification. The Merger Agreement provides that the certificate of incorporation and the bylaws of the Surviving Corporation will contain provisions with respect to indemnification and exculpation from liability no less favorable than those set forth in the Company's Certificate of Incorporation and By-Laws on the date of the Merger Agreement, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. For six years from the Effective Time, the Surviving Corporation will either (x) maintain in effect the Company's current directors' and officers' liability insurance covering those persons who are currently covered on the date of the Merger Agreement by the Company's directors' and officers' liability insurance policy (the "Indemnified Parties"); provided, however, that in no event will the Parent be required to expend in any one year an amount in excess of 175% of the annual premiums currently paid by the Company for such insurance and if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided further, that the Surviving Corporation may substitute, for such Company policies, policies with at least the same coverage containing terms and conditions which are no less advantageous and provided that said substitution does not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time or (y) cause the Parent directors' and officers' liability insurance then in effect to cover those persons who are covered on the date of the Merger Agreement by the Company's directors' and officers' liability insurance policy with respect to those matters covered by the Company's directors' and officers' liability policy. Disposition of Litigation. In the Merger Agreement, the Company has agreed to dismiss without prejudice Clark Equipment Company v. Ingersoll-Rand Company, Civil Action Docket No. 95 CIV 2130 (CSH) (S.D.N.Y. 1995). The Company agreed that it will not settle any litigation currently pending, or commenced after the date of the Merger Agreement, against the Company or any of its directors by any stockholder of the Company relating to the Offer or the Merger Agreement without the prior written consent of the Parent. The Merger Agreement provides that the Company will not voluntarily cooperate with any third party which has sought or may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and will cooperate with the Parent and the Purchaser to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger. Proxy Contests. Pursuant to the Merger Agreement, the Parent and the Purchaser have agreed to withdraw and rescind (i) the notice, dated April 3, 1995, pursuant to Article II, Section 10 of the Company's By-Laws and (ii) the Schedule 14A filed with the Commission, in each case relating to the nomination of the persons named in such notice for election to the Company's Board of Directors at the Annual Meeting of the Company's Stockholders. 11 From the date of the Merger Agreement until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement, neither the Parent nor the Purchaser nor any of their affiliates or associates (as such terms are defined in Rule 12b-2 promulgated under the Exchange Act) will, except as otherwise expressly permitted or required by the Merger Agreement, directly or indirectly, alone or through or with others, in any manner (i) solicit, make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Commission promulgated pursuant to Section 14a-11 of the Exchange Act) from the stockholders of the Company, become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 promulgated under the Exchange Act) with respect to the Board of Directors of the Company, solicit or execute any written consent in lieu of a meeting of holders of voting securities except to support the nominees or directors of the Board of Directors of the Company or any affiliate thereof or call or seek to have called any meeting of the stockholders of the Company or any affiliate thereof, or (ii) except as provided in the Merger Agreement, otherwise seek election to or seek to place a representative on the Board of Directors of the Company or any affiliate thereof, or seek the removal of any member of the Board of Directors of the Company or any affiliate thereof. Postponement of Annual Meeting. The Company has agreed to postpone indefinitely its annual meeting of stockholders currently scheduled for May 9, 1995, and will take no action unless compelled by legal process to reschedule such annual meeting or to call a special meeting of stockholders of the Company except in accordance with the Merger Agreement, unless and until the Merger Agreement has been terminated in accordance with its terms. Sale of VME. The Company has agreed to use its reasonable best efforts to take or cause to be taken all such action necessary (i) to consummate the transactions contemplated by the VME Sale Agreement (which agreement is described in the Company's Current Report on Form 8-K filed with the Commission on March 6, 1995) prior to the completion of the Offer, including selling its 50% interest in VME Group N.V. for cash proceeds of not less than $573 million, or (ii) failing such consummation, to prevent cancellation or termination of the VME Sale Agreement or any amendment of such agreement in a manner that would reasonably be expected to have a material adverse affect on the Company, or any other event which will cause the VME Sale Agreement to no longer remain in full force and effect. Representations and Warranties. The Merger Agreement contains customary representations and warranties with respect to the Company, including that the Board of Directors of the Company has approved the Merger Agreement and the Offer and the Merger so as to render inapplicable thereto Section 203 of the DGCL and the supermajority stockholder voting requirements of Article SIXTH, Paragraph 6, of the Company's Certificate of Incorporation; the accuracy of the Company's documents and reports filed with the Commission; with respect to the Company's financial statements and financial condition; the absence of certain changes of events which individually or in the aggregate would reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Company and its subsidiaries taken as a whole; the absence of certain litigation; with respect to the Company's employee benefit plans, tax matters, environmental matters; that the Company has taken all necessary action so that none of the execution of the Merger Agreement, the making of the Offer, the acquisition of Shares pursuant to the Offer or the consummation of the Merger will cause the Rights to become exercisable, cause any person to become an Acquiring Person or give rise to a Distribution Date or a Triggering Event; and that since December 31, 1994, no event has occurred and no circumstance has arisen which would reasonably be expected to result in a failure to satisfy any of the conditions to the Offer. In the Merger Agreement,the Parent and the Purchaser have made customary representations and warranties, including that the Parent has a commitment to provide the financing for, and will provide the Purchaser with, the funds necessary to consummate the Offer and the Merger and the transactions contemplated thereby in accordance with the terms thereof. 12 Conditions to Merger. The respective obligations of the Parent, the Purchaser and the Company to effect the Merger are subject to the satisfaction or waiver (subject to applicable law) at or prior to the Effective Time of each of the following conditions: (i) to the extent required by applicable law, the Merger Agreement and the Merger will have been approved and adopted by holders of a majority of the Common Stock of the Company in accordance with applicable law and the Company's Certificate of Incorporation and By-Laws; (ii) any waiting period (and any extension thereof) under the HSR Act applicable to the Merger will have expired or been terminated; (iii) no preliminary or permanent injunction or other order will have been issued by any court or by any governmental or regulatory agency, body or authority which prohibits the consummation of the Offer or the Merger and which is in effect at the Effective Time, provided, however, that, in the case of any such decree, injunction or other order, each of the parties to the Merger Agreement will have used reasonable best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any decree, injunction or other order that may be entered; (iv) no statute, rule, regulation, executive order, decree or order of any kind will have been enacted, entered, promulgated or enforced by any court or governmental authority which prohibits the consummation of the Offer or the Merger or has the effect of making the purchase of the Common Stock illegal; and (v) the Purchaser will have accepted for payment and paid for the shares of Common Stock tendered pursuant to the Offer; provided, that the foregoing will not be a condition to the Parent's and the Purchaser's obligation to consummate the Merger if the Purchaser's failure to purchase Shares of Common Stock violates the terms of the Offer. Termination. The Merger Agreement may be terminated and the transactions contemplated thereby may be abandoned, at any time prior to the Effective Time, whether before or after approval of the Merger by the Company's stockholders: (a) by mutual written consent of the Company, the Parent and the Purchaser; (b) by either the Parent or the Company, if any governmental or regulatory agency located or having jurisdiction within the United States or any country or economic region in which either the Company or Parent has material assets or operations will have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Common Stock pursuant to the Offer or the Merger and such order, decree or ruling or other action will have become final and nonappealable; provided, that Parent will, if necessary to prevent the taking of such action, or the enaction, enforcement, promulgation, amendment, issuance or application of any statute, rule, regulation, legislation, interpretation, judgment, order or injunction, offer to accept an order to divest such of the Company's or the Parent's assets and businesses as may be necessary to forestall such injunction or order and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses is not material to the assets or profitability of the Parent and its subsidiaries taken as a whole; (c) by the Parent or the Company, if due to an occurrence or circumstance which would result in a failure to satisfy any of the Tender Offer Conditions, the Purchaser will have failed to pay for Shares pursuant to the Offer on or prior to the Outside Date, unless such failure has been caused by or results from the failure of the party seeking to terminate the Merger Agreement to perform in any material respect any of its respective covenants contained in the Merger Agreement. The term "Outside Date" will mean the latest (not to exceed 150 days) of (A) 60 days following the date of the Merger Agreement, (B) the date on which either the applicable waiting period under the HSR Act will have expired or been terminated or the final terms of a consent decree between the Parent and the Antitrust Division of the Department of Justice (the "Antitrust Division") (the "Consenting Parties"), with respect to the Offer and the Merger have been agreed to by the Consenting Parties, or an order of a Federal District Court adjudging that the Merger does not violate the Federal antitrust laws will have been issued or the Antitrust Division will have otherwise authorized the Parent to acquire Shares pursuant to the Offer, or (C) 10 business days following the conclusion of any ongoing proceedings before the European Commission in connection with its review of the transactions contemplated by the Merger Agreement or any similar delay pursuant to any other material antitrust or competitive law or regulation; (d) by the Parent or the Company, if the Offer is terminated or expires in accordance with its terms without the Purchaser having purchased any Common Stock thereunder due to a failure of any 13 of the conditions to the Offer to be satisfied, unless such termination or expiration has been caused by or results from the failure of the party seeking to terminate the Merger Agreement to perform in any material respect any of its respective covenants contained in the Merger Agreement; (e) by the Company, if the Board of Directors of the Company determines that a proposal for a Third Party Acquisition is a Superior Proposal and a majority of the Board of Directors of the Company determines, in its good faith judgment, based on the opinion of independent legal outside counsel to the Company, that a failure to terminate the Merger Agreement would constitute a breach of such Board's fiduciary obligations under applicable law; provided, that any such termination by the Company under the provisions described in this clause (e) will not be effective until the Company has made payment of the full fee and expense reimbursement described below under "Fees and Expenses"; (f) prior to the consummation of the Offer, by the Company, if (i) any of the representations and warranties of the Parent or the Purchaser contained in the Merger Agreement were incorrect in any material respect when made or have since become, and at the time of termination remain, incorrect in any material respect, or (ii) the Parent or the Purchaser will have breached or failed to comply in any material respect with any of their respective obligations under the Merger Agreement, which breach will not have been cured prior to the earlier of (A) 10 days following notice of such breach and (B) two business days prior to the date on which the Offer expires; or (g) by the Parent prior to the purchase of Shares pursuant to the Offer, if (i) there will have been a breach of any representation or warranty on the part of the Company contained in the Merger Agreement which would reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Company and its subsidiaries taken as a whole or which would reasonably be expected to prevent (or materially delay) the consummation of the Offer, (ii) there will have been a breach of any covenant on the part of the Company contained in the Merger Agreement which would reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Company and its subsidiaries taken as a whole or which would reasonably be expected to prevent (or materially delay) the consummation of the Offer, which will not have been cured prior to the earlier of (A) 10 days following notice of such breach and (B) two business days prior to the date on which the Offer expires, (iii) the Board will have withdrawn or modified in a manner adverse to the Purchaser its approval or recommendation of the Offer, the Merger Agreement or the Merger and will not have reinstated such approval or recommendation within three business days thereof, will have approved or recommended another offer or transaction, or will have resolved to effect any of the foregoing, or (iv) the Minimum Condition will not have been satisfied by the expiration date of the Offer and on or prior to such date (A) any person (other than the Parent or the Purchaser) will have made a proposal or public announcement or communication to the Company with respect to a Third Party Acquisition at a price in excess of $86.00 per Share or (B) any person (including the Company or any of its affiliates or subsidiaries), other than the Parent or any of its affiliates, will have become the beneficial owner of more than 20.0% of the Shares. "Third Party Acquisition" is defined in the Merger Agreement as the occurrence of any of the following events: (i) the acquisition of the Company by merger, tender offer or otherwise by any person other than the Parent, the Purchaser or any affiliate (a "Third Party"); (ii) the acquisition by a Third Party of 20.0% or more of the assets of the Company and its subsidiaries taken as a whole; (iii) the acquisition by a Third Party of more than 20.0% of the outstanding Shares; (iv) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend; or (v) the repurchase by the Company or any of its subsidiaries of 20.0% or more of the outstanding Shares. "Superior Proposal" is defined in the Merger Agreement as a bona fide proposal made by a Third Party to acquire all of the outstanding Shares pursuant to a tender offer or a merger, or to purchase all or substantially all of the assets of the Company, on terms which a majority of the members of the Board of Directors of the Company determines in its good faith reasonable judgment (based on the advice of its financial and legal advisors) to be more favorable to the Company and its stockholders than the Offer and the Merger. 14 In the event of the termination of the Merger Agreement, the Merger Agreement will forthwith become void and there will be no liability on the part of any party thereto subject to limited exceptions; provided, however, that nothing therein will relieve any party from liability for any breach hereof. Fees and Expenses. Under the Merger Agreement, if: (i) the Parent terminates the Merger Agreement pursuant to the provisions described in clause (g)(iv)(A) under "Termination" above and within twelve months thereafter: (A) the Company enters into an agreement with respect to a Third Party Acquisition, or a Third Party Acquisition occurs, involving any party (or any affiliate or associate thereof) (x) with whom the Company (or its agents) had any discussions with respect to a Third Party Acquisition, (y) to whom the Company (or its agents) furnished information with respect to or with a view to a Third Party Acquisition or (z) who had submitted a proposal or expressed any interest publicly or to the Company in a Third Party Acquisition, in the case of each of clauses (x), (y) and (z) prior to such termination; or (B) the Company enters into an agreement with respect to a Third Party Acquisition, or a Third Party Acquisition occurs, that contemplates a direct or indirect consideration (or implicit valuation) for Shares (including the value of any stub equity) in excess of $86.00 per Share; or (ii) the Company terminates the Merger Agreement pursuant to the provisions described in clause (e) under "Termination" above or the Parent terminates the Merger Agreement pursuant to the provisions described in clause (g)(iii) or (g)(iv)(B) under "Termination" above; then the Company must pay to the Parent and the Purchaser, within one business day following the execution and delivery of such agreement or such occurrence, as the case may be, or simultaneously with any termination contemplated by the provisions described in clause (ii) above, a cash fee of $35 million, provided, however, that the Company will in no event be obligated to pay more than one such fee with respect to all such agreements and occurrences and such termination. Except as otherwise specifically provided therein, all costs and expenses incurred in connection with the Merger Agreement and the consummation of the transactions contemplated thereby will be paid by the party incurring such costs and expenses. Amendment and Modification. Subject to the terms of the Merger Agreement and applicable law, the Merger Agreement may be amended, modified and supplemented in writing by the parties thereto in any and all respects before the Effective Time (notwithstanding any stockholder approval of the Merger), by action taken by the respective Boards of Directors of the Parent, the Purchaser and the Company or by the respective officers authorized by such Boards of Directors, provided, however, that after any such stockholder approval, no amendment will be made which by law requires further approval by such stockholders without such further approval. 6. CERTAIN CONDITIONS OF THE OFFER. Pursuant to the Merger Agreement, the conditions of the Offer are hereby amended and restated in their entirety as follows: Notwithstanding any other provision of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the Purchaser's obligation to pay for or return tendered shares promptly after termination or withdrawal of the Offer), pay for any Shares tendered and may terminate or amend the Offer in accordance with the Merger Agreement and may postpone the acceptance of, and payment for, Shares, if (i) there shall not have been validly tendered and not withdrawn prior to the expiration of the Offer a number of Shares which, together with Shares owned by the Parent and the Purchaser, represents a majority of the total voting power of all shares of capital stock of the Company outstanding on a fully diluted basis on the date of purchase (the "Minimum Condition"), (ii) subject to the proviso contained in paragraph (a) below, any applicable waiting period under the HSR Act or under any applicable foreign statutes or regulations in a jurisdiction where the Parent or the Company, directly or indirectly, has material operations or a material amount of assets shall not have expired or been terminated or (iii) at any time on or after the date of the Merger Agreement and at or before the 15 time of payment for any such Shares (whether or not any Shares have theretofore been accepted for payment or paid for pursuant to the Offer) any of the following shall occur: (a) there shall be any action taken, or any statute, rule, regulation, legislation, interpretation, judgment, order or injunction enacted, enforced, promulgated, amended, issued or deemed applicable to the Offer, by any legislative body, court, government or governmental, administrative or regulatory authority or agency, domestic or foreign, other than the routine application of the waiting period provisions of the HSR Act to the Offer or to the Merger, that would reasonably be expected to: (i) make illegal or otherwise prohibit or materially delay consummation of the Offer or the Merger or seek to obtain material damages or make materially more costly the making of the Offer, (ii) prohibit or materially limit the ownership or operation by the Parent or the Purchaser of all or any material portion of the business or assets of the Company or any of its subsidiaries taken as a whole or compel the Parent or the Purchaser to dispose of or hold separately all or any material portion of the business or assets of the Parent or the Purchaser or the Company or any of its subsidiaries taken as a whole, or seek to impose any material limitation on the ability of the Parent or the Purchaser to conduct its business or own such assets, (iii) impose material limitations on the ability of the Parent or the Purchaser effectively to acquire, hold or exercise full rights of ownership of the Shares, including, without limitation, the right to vote any Shares acquired or owned by the Purchaser or the Parent on all matters properly presented to the Company's stockholders, or (iv) require divestiture by the Parent or the Purchaser of any Shares; provided, that the Parent shall, if necessary to prevent the taking of such action, or the enaction, enforcement, promulgation, amendment, issuance or application of any statute, rule, regulation, legislation, interpretation, judgment, order or injunction, offer to accept an order to divest such of the Company's or the Parent's assets and businesses as may be necessary to forestall such injunction or order and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses is not material to the assets or profitability of the Parent and its subsidiaries taken as a whole; (b) there shall have occurred any development that has, or would reasonably be expected to have, a material adverse effect on the business, assets, financial condition or results of operations of the Company and its subsidiaries taken as a whole; (c) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on the New York Stock Exchange, (ii) any decline in the Standard & Poor's 500 Index in excess of 25% measured from the close of business on the trading day next preceding the date of the Merger Agreement, (iii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iv) any material limitation by any U.S., federal or state government or governmental, administrative or regulatory authority or agency on the extension of credit by banks or other lending institutions, or (v) a commencement or escalation of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States and having a material adverse effect on the business, assets, financial condition or results of operations of the Company and its subsidiaries taken as a whole or materially adversely affecting (or materially delaying) the consummation of the Offer; (d)(i) it shall have been publicly disclosed or the Purchaser shall have otherwise learned that beneficial ownership (determined for the purposes of this paragraph as set forth in Rule 13d-3 promulgated under the Exchange Act) of more than 20.0% of the outstanding Shares has been acquired by any corporation (including the Company or any of its subsidiaries or affiliates), partnership, person or other entity or group (as defined in Section 13(d)(3) of the Exchange Act), other than the Parent or any of its affiliates, or (ii) (A) the Board of Directors of the Company or any committee thereof shall have withdrawn or modified in a manner 16 adverse to the Parent or the Purchaser the approval or recommendation of the Offer, the Merger or the Merger Agreement, or approved or recommended any takeover proposal or any other acquisition of Shares other than the Offer and the Merger, (B) any corporation, partnership, person or other entity or group shall have entered into a definitive agreement or an agreement in principle with the Company with respect to a tender offer or exchange offer for any Shares or a merger, consolidation or other business combination with or involving the Company or any of its subsidiaries, or (C) the Board of Directors of the Company or any committee thereof shall have resolved to do any of the foregoing; (e) any of the representations and warranties of the Company set forth in the Merger Agreement that are qualified as to materiality shall not be true and correct, or any such representations and warranties that are not so qualified shall not be true and correct in any respect which would reasonably be expected to have a material adverse effect on the business, assets, results of operations or financial condition of the Company and its subsidiaries taken as a whole, in each case as if such representations and warranties were made at the time of such determination except as to any such representation or warranty which speaks as of a specific date, which must be untrue or incorrect in the foregoing respects as of such specific date; (f) the Company shall have failed to perform in any material respect any obligation, or to comply in any material respect with any agreement or covenant, of the Company to be performed or complied with by it under the Merger Agreement; (g)(x) the Company shall not have consummated the sale of its 50% interest in VME Group N.V. for cash proceeds of not less than $573 million and (y) the definitive agreement to sell such interest to AB Volvo of Sweden described in the Company's Current Report on Form 8-K filed with the Commission on March 6, 1995 shall have been cancelled or terminated, or shall have been amended in a manner that is materially adverse to the Company, or shall otherwise no longer remain in full force and effect; or (h) the Merger Agreement shall have been terminated in accordance with its terms; which, in the reasonable judgment of the Purchaser, in any such case and regardless of the circumstances giving rise to any such condition, makes it inadvisable to proceed with such acceptance for payment or payment. The foregoing conditions (including those set forth in clauses (i)-(iii) above) are for the sole benefit of the Purchaser and may be asserted by the Purchaser, or may be waived by the Purchaser, in whole or in part at any time and from time to time in its sole discretion. The failure by the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. 7. SOURCE AND AMOUNT OF FUNDS. The total amount of funds required by the Purchaser to purchase all of the outstanding Shares and pay related funds and expenses is expected to be approximately $1.5 billion. The Purchaser will obtain such funds through capital contributions by the Parent and/or various wholly owned direct or indirect subsidiaries of the Parent. The Parent and/or such subsidiaries will obtain such funds through borrowings from commercial banks and from general corporate funds. In the Merger Agreement, the Parent has represented and warranted that it has a commitment to provide the financing for, and will provide the Purchaser with, all funds necessary to satisfy the obligation to pay the purchase price of the Shares pursuant to the Offer and the consideration to be paid pursuant to the Merger. The Offer is not conditioned upon the Purchaser obtaining financing. The Chase Manhattan Bank (National Association) ("Chase") has agreed to provide a $1.5 billion bank credit facility in connection with the consummation of the Offer and the Merger. See Section 9 of 17 the Offer to Purchase for a description of the original Commitment Letter the Parent has received from Chase. The Parent has accepted a supplemental commitment letter (the "Supplemental Commitment Letter") from Chase which, together with the Commitment Letter, provides that so long as the Offer has been consummated on or before August 31, 1995, Chase will provide to the Parent a total of $1.5 billion on the terms and conditions set forth in the Commitment Letter, which terms and conditions are described in Section 9 of the Offer to Purchase. The foregoing summary of the source and amount of funds, together with the summary set forth in Section 9 of the Offer to Purchase, is qualified in its entirety by reference to the text of the Commitment Letter, a copy of which is filed as an exhibit to the Schedule 14D-1 and the Supplemental Commitment Letter, a copy of which is filed as an exhibit to Amendment No. 3 to the Schedule 14D-1 filed with the Commission in connection with this Supplement, each of which is incorporated herein by reference and may be inspected in the same manner as set forth in Section 7 of the Offer to Purchase. When definitive agreements relating to the Facility are executed, copies will be filed as exhibits to amendments to the Schedule 14D-1. As noted in Section 9 of the Offer to Purchase, the Facility will be reduced to $1.0 billion on the earlier of 45 days after consummation of the Merger or 180 days after consummation of the Offer. At that time, Parent intends to repay the amount by which the Facility exceeds $1.0 billion (which amount is presently expected to be $500 million) in the following manner. The Parent intends to use up to $150 million of cash and cash equivalents that it has on hand and/or, if the Merger has been consummated, up to $500 million of cash and cash equivalents which the Company will then have on hand (including some of the proceeds which the Company will shortly be receiving from the sale of its 50% interest in VME (see Section 7 of the Offer to Purchase)), to fund the entire amount of such repayment. If the Merger has not been consummated, or if it has but the Company's cash and cash equivalents on hand are not sufficient to fund the entire amount of such required repayment not funded out of the Parent's cash and cash equivalents on hand, the Parent intends to obtain the remaining funds necessary to effect such repayment from the proceeds of private placements under a commercial paper program of the Parent or other borrowings by the Parent, including possible drawdowns under the Existing Credit Agreement. 8. CERTAIN LEGAL MATTERS AND REGULATORY APPROVALS. Antitrust Litigation. Pursuant to the Merger Agreement, on April 11, 1995, the Company filed with the court in the Antitrust Litigation a notice of dismissal of all claims against the Parent. See Section 5 of this Supplement. HSR Act. On April 3, 1995, the Parent filed with the Federal Trade Commission (the "FTC") and the Antitrust Division its Premerger Notification and Report Form in connection with the purchase of Shares pursuant to the Offer. The applicable provisions of the HSR Act impose a 15-calendar day waiting period following the Purchaser's filing. That waiting period is scheduled to expire at 11:59 p.m., New York City time, on Tuesday, April 18, 1995, unless such waiting period is earlier terminated by the Antitrust Division or extended by a request from the Antitrust Division for additional information or documentary material prior to the expiration of the waiting period. In the Merger Agreement, the Company has agreed to file by the close of business on April 13, 1995 a Notification and Report Form under the HSR Act with the FTC and the Antitrust Division and to use its reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation. See Section 5. EEA Merger Regulation. Under Regulation (EEC) No. 4064/89 (the "Merger Regulation") and Article 57 of the European Economic Area ("EEA") Agreement, notices of concentrations with a "Community dimension" must be provided to the European Commission for review and advance approval for compatibility with the common market. On April 5, 1995, the Parent filed its Form CO Relating to the Notification of a Concentration Pursuant to Council Regulation (EEC) No. 4064/89 with the European Commission. Under the Merger Regulation, an automatic three-week suspension 18 period commences upon receipt of the notification. However, in the case of a public bid, the bidder may acquire shares of the target company during the suspension period but may not vote such shares until after the end of the suspension period unless the European Commission grants permission to do so in order to maintain the full value of the bidder's investment. The suspension period is scheduled to expire on April 27, 1995, unless the European Commission decides to extend the suspension period for such period as it finds necessary to make a final decision. The period within which the European Commission must decide either to declare the transaction compatible with the common market or to initiate proceedings to investigate the transaction in greater detail expires on May 15, 1995. The Parent intends to provide such additional information as the European Commission may request. 9. MISCELLANEOUS. The Parent and the Purchaser have filed with the Commission amendments to the Tender Offer Statement on Schedule 14D-1 pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange Act furnishing certain additional information with respect to the Offer, and may file further amendments thereto. The Tender Offer Statement on Schedule 14D-1 and any and all amendments thereto, including exhibits, may be examined and copies may be obtained from the Commission in the same manner as described in Section 7 of the Offer to Purchase with respect to information concerning the Company (except that the amendments will not be available at the regional offices of the Commission). Except as modified by this Supplement, the terms and conditions set forth in the Offer to Purchase remain applicable in all respects to the Offer and this Supplement should be read in conjunction with the Offer to Purchase and the related Letter of Transmittal. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR THE PARENT NOT CONTAINED IN THE OFFER TO PURCHASE AND HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. CEC ACQUISITION CORP. April 12, 1994 19 Facsimile copies of the Letter of Transmittal, properly completed and duly executed, will be accepted. The Letter of Transmittal, certificates for Shares and any other required documents (including certificates for Rights, if necessary) should be sent or delivered by each stockholder of the Company or his broker, dealer, commercial bank, trust company or other nominee to the Depositary as follows: The Depositary for the Offer is: THE BANK OF NEW YORK By Mail: By Facsimile Transmission: By Hand or Overnight Delivery: Tender & Exchange Department (for Eligible Institutions Tender & Exchange Department P.O. Box 11248 only) 101 Barclay Street Church Street Station (212) 815-6213 Receive and Deliver Window New York, NY 10286-1248 For Information Telephone: New York, NY 10286 (800) 507-9357
Any questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained from the Information Agent. You may also contact your broker, dealer, commercial bank or trust company for assistance concerning the Offer. The Information Agent for the Offer is: GEORGISON & COMPANY INC. Wall Street Plaza New York, NY 10005 Banks and Brokers Call Collect: (212) 440-9800 All Other Call Toll-Free: (800) 223-2064 The Dealer Manager for the Offer is: MERRILL LYNCH & CO. World Financial Center North Tower New York, NY 10281-1305 (212) 236-4723 (Call Collect) EX-11.(A)(12) 3 LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF CLARK EQUIPMENT COMPANY PURSUANT TO THE OFFER TO PURCHASE DATED APRIL 3, 1995 AND THE SUPPLEMENT THERETO DATED APRIL 12, 1995 BY CEC ACQUISITION CORP. A WHOLLY OWNED SUBSIDIARY OF INGERSOLL-RAND COMPANY THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, MAY 5, 1995, UNLESS FURTHER EXTENDED. The Depositary for the Offer is: The Bank of New York By Mail: By Facsimile Transmission: By Hand or Overnight Delivery: Tender & Exchange Department (for Eligible Institutions only) Tender & Exchange Department P.O. Box 11248 (212) 815-6213 101 Barclay Street Church Street Station Confirm by Telephone: Receive and Deliver Window New York, NY 10286-1248 (800) 507-9357 New York, NY 10286
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. While the original (green) Letter of Transmittal previously circulated with the Offer to Purchase dated April 3, 1995 refers only to such Offer to Purchase, stockholders using such document to tender their Shares and Rights (as such terms are defined below) will nevertheless receive $86.00 per Share for each Share validly tendered and not properly withdrawn and accepted for payment pursuant to the Offer (as defined below), subject to the conditions of the Offer. Stockholders who have previously validly tendered and not properly withdrawn their Shares pursuant to the Offer are not required to take any further action to receive, subject to the conditions of the Offer, the increased tender price of $86.00 per Share if Shares are accepted for payment and paid for by the Purchaser (as defined below) pursuant to the Offer. This revised Letter of Transmittal or the previously circulated original (green) Letter of Transmittal is to be completed by stockholders either if certificates for Shares or Rights (as such terms are defined below) are to be forwarded herewith or, unless an Agent's Message (as defined in Section 2 of the Offer to Purchase) is utilized, if tenders of Shares or Rights are to be made by book-entry transfer into the account of The Bank of New York, as Depositary (the "Depositary"), at The Depository Trust Company ("DTC"), the Midwest Securities Trust Company ("MSTC") or the Philadelphia Depository Trust Company ("PDTC") (each a "Book-Entry Transfer Facility" and collectively the "Book-Entry Transfer Facilities") pursuant to the procedures set forth in Section 3 of the Offer to Purchase (as defined below). Stockholders who tender Shares or Rights by book-entry transfer are referred to herein as "Book-Entry Stockholders". Holders of Shares will be required to tender one Right for each Share tendered in order to effect a valid tender of such Share. If the Distribution Date (as defined in the Offer to Purchase) has not occurred prior to the time Shares are tendered pursuant to the Offer, a tender of Shares will also constitute a tender of the associated Rights. See Section 3 of the Offer to Purchase. If the Distribution Date has occurred, and certificates representing Rights (the "Rights Certificates") have been distributed to holders of Shares, such holders of Shares will be required to tender Rights Certificates representing a number of Rights equal to the number of Shares being tendered in order to effect a valid tender of such Shares. Holders of Shares and Rights whose certificates for such Shares (the "Share Certificates") and, if applicable, Rights Certificates are not immediately available or who cannot deliver their Share Certificates or, if applicable, Rights Certificates and all other required documents to the Depositary prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase), or who cannot complete the procedure for book-entry transfer on a timely basis, must tender their Shares and Rights according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
DESCRIPTION OF SHARES TENDERED NAME(S) & ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS SHARES CERTIFICATE(S) AND SHARE(S) TENDERED NAME(S) APPEAR(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY) TOTAL NUMBER SHARES OF SHARES NUMBER OF CERTIFICATE REPRESENTED BY SHARES NUMBER(S)* CERTIFICATE(S)* TENDERED** Total Shares..................................
* Need not be completed by Book-Entry Stockholders. ** Unless otherwise indicated, all Shares represented by certificates delivered to the Depositary will be deemed to have been tendered. See Instruction 4.
DESCRIPTION OF RIGHTS TENDERED* NAME(S) & ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS RIGHTS CERTIFICATE(S) AND RIGHT(S) TENDERED NAME(S) APPEAR(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY) TOTAL NUMBER OF RIGHTS RIGHTS REPRESENTED BY NUMBER OF CERTIFICATE RIGHTS RIGHTS NUMBER(S)** CERTIFICATE(S)** TENDERED*** Total Rights..................................
* Need not be completed if the Distribution Date (as defined below) has not occurred. ** Need not be completed by Book-Entry Stockholders. *** Unless otherwise indicated, all Rights represented by certificates delivered to the Depositary will be deemed to have been tendered. See Instruction 4. / / CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER): Name of Tendering Institution ________________________________________________ Check box of Book-Entry Transfer Facility (check one): / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company Account Number ____________________________ Transaction Code Number __________ / / CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Owner(s): ______________________________________________ Window Ticket Number (if any): _______________________________________________ Date of Execution of Notice of Guaranteed Delivery: __________________________ Name of Institution that Guaranteed Delivery: ________________________________ If delivered by Book-Entry Transfer, check box of Book-Entry Transfer Facility (check one): / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company Account Number ____________________________ Transaction Code Number __________ / / CHECK HERE IF RIGHTS ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY TRANSFER FACILITY MAY DELIVER RIGHTS BY BOOK-ENTRY TRANSFER): Name of Tendering Institution ________________________________________________ Check box of Book-Entry Transfer Facility (check one): / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company Account Number ____________________________ Transaction Code Number __________ / / CHECK HERE IF RIGHTS ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Owner(s): ______________________________________________ Window Ticket Number (if any): _______________________________________________ Date of Execution of Notice of Guaranteed Delivery: __________________________ Name of Institution that Guaranteed Delivery: ________________________________ If delivered by Book-Entry Transfer, check box of Book-Entry Transfer Facility (check one): / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company Account Number ____________________________ Transaction Code Number __________ NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The undersigned hereby tenders to CEC Acquisition Corp., a Delaware corporation (the "Purchaser"), a wholly owned subsidiary of Ingersoll-Rand Company, a New Jersey corporation ("Parent"), the above-described 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 (as so amended and restated, the "Rights Agreement"), between the Company and Harris Trust and Savings Bank, as Rights Agent (the "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 (the "Offer to Purchase"), as amended and supplemented by the Supplement thereto dated April 12, 1995 (the "Supplement"), and in the related Letter of Transmittal (which together with the Offer to Purchase and the Supplement constitute the "Offer"). Unless the context requires otherwise, all references to Shares shall be deemed to refer also to the associated Rights, and all references to Rights shall be deemed to include all benefits that may inure to the stockholders of the Company or to holders of the Rights pursuant to the Rights Agreement. The undersigned understands that the Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates, the right to purchase all or any portion of the Shares and Rights tendered pursuant to the Offer, receipt of which is hereby acknowledged. The undersigned understands that if the Distribution Date (as defined in the Offer to Purchase) has occurred and certificates representing Rights (the "Rights Certificates") have been distributed to holders of Shares prior to the date of tender of the Shares and Rights tendered herewith, Rights Certificates representing a number of Rights equal to the number of Shares being tendered herewith must be delivered to the Depositary (as defined below) or, if available, a Book-Entry Confirmation (as defined herein) received with respect thereto, in order for the Shares tendered herewith to be validly tendered. If the Distribution Date has occurred and Rights Certificates have not been distributed prior to the time Shares and Rights are tendered herewith, the undersigned agrees to deliver Rights Certificates representing a number of Rights equal to the number of Shares tendered herewith to The Bank of New York (the "Depositary") within five business days after the date such Rights Certificates are distributed. A tender of shares without Rights Certificates constitutes an agreement by the tendering stockholder to deliver Rights Certificates representing a number of Rights equal to the number of Shares tendered pursuant to the Offer to the Depositary within five business days after the date such Rights Certificates are distributed. The undersigned understands that if the Rights are not redeemed the Purchaser reserves the right to require that the Depositary receive such Rights Certificates prior to accepting Shares for payment. In that event, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of, among other things, Rights Certificates, if Rights Certificates have been distributed to holders of Shares. Subject to, and effective upon, acceptance for payment for the Shares and Rights tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchaser all right, title and interest in and to all of the Shares and Rights that are being tendered hereby and any and all dividends, distributions (including additional Shares) or rights declared, paid or issued with respect to the tendered Shares on or after April 3, 1995 and payable or distributable to the undersigned on a date prior to the transfer to the name of the Purchaser or nominee or transferee of the Purchaser on the Company's stock transfer records of the Shares tendered herewith (collectively, a "Distribution"), and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares and Rights (and any Distribution) with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) deliver such Share Certificates (as defined herein) and Rights Certificates (and any Distribution) or transfer ownership of such Shares and Rights (and any Distribution) on the account books maintained by a Book-Entry Transfer Facility, together in either case with appropriate evidences of transfer, to the Depositary for the account of the Purchaser, (b) present such Shares and Rights (and any Distributions) for transfer on the books of the Company and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and Rights (and any Distribution), all in accordance with the terms and subject to the conditions of the Offer. The undersigned irrevocably appoints designees of the Purchaser as such stockholder's proxy, with full power of substitution, to the full extent of such stockholder's rights with respect to the Shares and Rights tendered by such stockholder and accepted for payment by the Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after April 3, 1995. Such appointment will be effective when, and only to the extent that, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior proxies given by such stockholder with respect to such Shares and Rights (and such other shares and securities) will be revoked without further action, and no subsequent proxies may be given nor any subsequent written consents executed (and, if given or executed, will not be deemed effective). The designees of the Purchaser will be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares and Rights to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares the Purchaser must be able to exercise full voting rights with respect to such Shares and Rights. The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, sell, assign and transfer the Shares and Rights tendered hereby (and any Distribution) and (b) when the Shares and Rights are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title to the Shares and Rights (and any Distribution), free and clear of all liens, restrictions, charges and encumbrances, and the same will not be subject to any adverse claim. The undersigned, upon request, will execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares and Rights tendered hereby (and any Distribution). In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of the Purchaser any and all Distributions in respect of the Shares and Rights tendered hereby, accompanied by appropriate documentation of transfer; and pending such remittance or appropriate assurance thereof, the Purchaser will be, subject to applicable law, entitled to all rights and privileges as owner of any such Distribution and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by the Purchaser in its sole discretion. All authority herein conferred or agreed to be conferred shall not be affected by and shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tenders of Shares and Rights made pursuant to the Offer are irrevocable, except that Shares and Rights tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date (as defined in the Supplement) and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after June 1, 1995. See Section 4 of the Offer to Purchase. The undersigned understands that tenders of Shares and Rights pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions set forth in the Offer, including the undersigned's representation that the undersigned owns the Shares and Rights being tendered. Unless otherwise indicated herein under "Special Payment Instructions", please issue the check for the purchase price and/or issue or return any certificate(s) for Shares and Rights not tendered or not accepted for payment in the name(s) of the registered holder(s) appearing under "Description of Shares Tendered" and "Description of Rights Tendered", respectively. Similarly, unless otherwise indicated herein under "Special Delivery Instructions", please mail the check for the purchase price and/or any certificate(s) for Shares and Rights not tendered or not accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under "Description of Shares Tendered" and "Description of Rights Tendered", respectively. In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the purchase price and/or any certificate(s) for Shares and Rights not tendered or accepted for payment in the name of, and deliver such check and/or such certificates to, the person or persons so indicated. Unless otherwise indicated herein under "Special Payment Instructions", please credit any Shares and Rights tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility (as defined herein) designated above. The undersigned recognizes that the Purchaser has no obligation, pursuant to the Special Payment Instructions, to transfer any Shares or Rights from the name(s) of the registered holder(s) thereof if the Purchaser does not accept for payment any of the Shares or Rights so tendered. SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if certificate(s) for Shares and Rights not tendered or not accepted for payment and/or the check for the purchase price of Shares and Rights accepted for payment are to be issued in the name of someone other than the undersigned or if Shares or Rights tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at a Book-Entry Transfer Facility. Issue: / / check / / certificates to: Name............................................................................ (PLEASE PRINT) Address......................................................................... ............................................................................... (INCLUDE ZIP CODE) ............................................................................... (TAX ID. OR SOCIAL SECURITY NO.) (SEE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE) Credit Shares and Rights tendered by book-entry transfer that are not accepted for payment to (Check one): / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company ............................................................................... (DTC, MSTC OR PDTC ACCOUNT NO.) SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if certificate(s) for Shares and Rights not tendered or not accepted for payment and/or the check for the purchase price of Shares and Rights accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above. Mail: / / check / / certificates to: Name............................................................................ (PLEASE PRINT) Address......................................................................... ............................................................................... (INCLUDE ZIP CODE) ............................................................................... (TAX ID. OR SOCIAL SECURITY NO.) (SEE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE) SIGN HERE AND COMPLETE SUBSTITUTE FORM W-9 ON REVERSE SIGN HERE SIGN HERE .................................................................... .................................................................... (SIGNATURE(S) OF HOLDER(S)) Dated:........................................................, 1995 (Must be signed by the registered holder(s) exactly as name(s) appear(s) on Share Certificate(s) or Rights Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.) Name(s)............................................................. .................................................................... (PLEASE PRINT) Capacity (Full Title)............................................... Address............................................................. .................................................................... (INCLUDE ZIP CODE) Area Code and Telephone Number...................................... Tax Identification or Social Security No. ................................................ COMPLETE SUBSTITUTE FORM W-9 ON REVERSE GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5) Authorized Signature................................................ Name................................................................ Name of Firm........................................................ (PLEASE PRINT) Address............................................................. (INCLUDE ZIP CODE) Area Code and Telephone Number...................................... Dated:....................................................... , 1995 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) of Shares and Rights (which term, for purposes of this document, shall include any participant in a Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares and/or Rights) tendered herewith, unless such holder(s) has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" above, or (b) if such Shares and/or Rights are tendered for the account of a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program (each of the foregoing being referred to as an "Eligible Institution"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5 of this Letter of Transmittal. 2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed by stockholders either if certificates are to be forwarded herewith or, unless an Agent's Message is utilized, if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Share Certificates, or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares into the Depositary's account at a Book-Entry Transfer Facility, as well as this Letter of Transmittal (or a facsimile hereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date (as defined in the Supplement) and, unless and until the Rights have been redeemed, Rights Certificates or timely confirmation of a book-entry transfer of Rights into the Depositary's account at a Book-Entry Transfer Facility, if available (together with, if Rights are forwarded separately from Shares, a properly completed and duly executed Letter of Transmittal (or a facsimile hereof) with any required signature guarantees, or an Agent's Message in the case of a book-entry delivery, and any other documents required by this Letter of Transmittal), must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date or, if later, within five business days after the date such Rights Certificates are distributed. Stockholders whose Share Certificates or Rights Certificates are not immediately available (including Rights Certificates that have not yet been distributed by the Company) or who cannot deliver their Share Certificates or Rights Certificates and all other required documents to the Depositary prior to the Expiration Date or who cannot complete the procedure for delivery by book-entry transfer on a timely basis may tender their Shares and Rights by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, must be received by the Depositary prior to the Expiration Date; (iii) the Share Certificates (or a Book-Entry Confirmation) representing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry delivery, an Agent's Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within five New York Stock Exchange, Inc. ("NYSE") trading days after the date of execution of such Notice of Guaranteed Delivery; and (iv) the Rights Certificates, if issued, representing the appropriate number of Rights or a Book Entry Confirmation, if available, in each case together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees (or, in the case of a book-entry delivery, an Agent's Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within five NYSE trading days after the date of execution of such Notice of Guaranteed Delivery or, if later, five NYSE trading days after Rights Certificates are distributed to stockholders, all as provided in Section 3 of the Offer to Purchase. If Share Certificates and Rights Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each such delivery. THE METHOD OF DELIVERY OF SHARE CERTIFICATES OR OF RIGHTS CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. No alternative, conditional or contingent tenders will be accepted and no fractional Shares and Rights will be purchased. All tendering stockholders, by execution of this Letter of Transmittal (or a facsimile hereof), waive any right to receive any notice of the acceptance of their Shares and Rights for payment. 3. INADEQUATE SPACE. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares and Rights and any other required information should be listed on a separate signed schedule attached hereto. 4. PARTIAL TENDERS. (Not Applicable to Book-Entry Stockholders) If fewer than all the Shares evidenced by any Share Certificate submitted are to be tendered, fill in the number of Shares which are to be tendered in the box entitled "Number of Shares Tendered". If fewer than all the Rights evidenced by any Rights Certificates submitted are to be tendered, fill in the number of Rights which are to be tendered in the box entitled "Number of Rights Tendered". In such cases, new Share Certificates or Rights Certificates, as the case may be, for the Shares or Rights that were evidenced by your old Share Certificates or Rights Certificates, but were not tendered by you, will be sent to you, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Shares represented by Share Certificates and all Rights represented by Rights Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Shares and Rights tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If any of the Shares and Rights tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any of the tendered Shares and Rights are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Purchaser of their authority so to act must be submitted. If this Letter of Transmittal is signed by the registered holder(s) of the Shares and Rights listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made to or certificates for Shares or Rights not tendered or not purchased are to be issued in the name of a person other than the registered holder(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed, the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the certificate(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. If Rights Certificates have been distributed to holders of Shares, such holders are required to tender Rights Certificate(s) representing a number of Rights equal to the number of Shares tendered in order to effect a valid tender of such Shares. It is necessary that stockholders follow all signature requirements of this Instruction 5 with respect to the Rights in order to tender such Rights. 6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction 6, the Purchaser will pay any stock transfer taxes with respect to the transfer and sale of Shares and Rights to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if certificate(s) for Shares and Rights not tendered or accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if tendered certificate(s) are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or an exemption therefrom, is submitted. Except as otherwise provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificate(s) listed in this Letter of Transmittal. 7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued in the name of, and/or certificates for Shares and Rights not tendered or not accepted for payment are to be issued or returned to, a person other than the signer of this Letter of Transmittal or if a check and/or such certificates are to be returned to a person other than the person(s) signing this Letter of Transmittal or to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed. A Book-Entry Stockholder may request that Shares and/or Rights not accepted for payment be credited to such account maintained at a Book-Entry Transfer Facility as such Book-Entry Stockholder may designate under "Special Payment Instructions". If no such instructions are given, such Shares or Rights not accepted for payment will be returned by crediting the account at the Book-Entry Transfer Facility designated above. 8. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. 9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income tax law, a stockholder whose tendered Shares or Rights are accepted for payment is required to provide the Depositary with such stockholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below. If the Depositary is not provided with the correct TIN, the Internal Revenue Service may subject the stockholder or other payee to a $50 penalty. In addition, payments that are made to such stockholder or other payee with respect to Shares or Rights purchased pursuant to the Offer may be subject to 31% backup withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, the stockholder must submit a Form W-8, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8 can be obtained from the Depositary. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. If backup withholding applies, the Depositary is required to withhold 31% of any such payments made to the stockholder or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. The box in Part 3 of the Substitute Form W-9 may be checked if the tendering stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the stockholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 31% of all payments made prior to the time a properly certified TIN is provided to the Depositary. The stockholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the record owner of the Shares and Rights or of the last transferee appearing on the transfers attached to, or endorsed on, the Shares and Rights. If the Shares or Rights are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. 10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests for assistance may be directed to the Dealer Manager or the Information Agent at their respective addresses and telephone numbers set forth below. Additional copies of the Offer to Purchase, the Supplement, this Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained from the Information Agent or from brokers, dealers, commercial banks or trust companies. 11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate representing Shares or Rights has been lost, destroyed or stolen, the stockholder should promptly notify the Depositary. The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER OR THE NOTICE OF GUARANTEED DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE. PAYER'S NAME: THE BANK OF NEW YORK SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number THE RIGHT AND CERTIFY BY SIGNING AND or Employer DATING BELOW. Identification Number
FORM W-9 Department of the Treasury, Internal Revenue Service PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER ("TIN") Part 2--Certification--Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. Certification Instructions--You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup witholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such Item (2).
PART 3-- SIGN HERE Signature.............................. Awaiting TIN / / Date.............................., 1995
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all reportable payments made to me will be withheld. Signature .................................... Date .................................... , 1995
The Information Agent for the Offer is: [GEORGESON & COMPANY INC.] Wall Street Plaza New York, New York 10005 1-800-223-2064 (Toll Free) The Dealer Manager for the Offer is: MERRILL LYNCH & CO. World Financial Center North Tower New York, New York 10281-1305 (212) 236-4723 (Call Collect) April 12, 1995 EX-11.(A)(13) 4 NOTICE OF GUARANTEED DELIVERY TO TENDER SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF CLARK EQUIPMENT COMPANY As set forth in Section 3 of the Offer to Purchase described below, this instrument or one substantially equivalent hereto must be used to accept the Offer (as defined below) if certificates for Shares (as defined below) or the associated Preferred Stock Purchase Rights issued by the Company (the "Rights") are not immediately available or the certificates for Shares or Rights and all other required documents cannot be delivered to the Depositary prior to the Expiration Date (as defined in the Supplement described below) or if the procedure for delivery by book-entry transfer cannot be completed on a timely basis. This instrument may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary. The Depositary for the Offer is: THE BANK OF NEW YORK By Mail: By Facsimile Transmission: By Hand or Overnight Delivery: Tender & Exchange Department (for Eligible Institutions Tender & Exchange Department P.O. Box 11248 only) 101 Barclay Street Church Street Station (212) 815-6213 Receive and Deliver Window New York, NY 10286-1248 Confirm by Telephone: New York, NY 10286 (800) 507-9357
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box in the Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tender(s) to CEC Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Ingersoll-Rand Company, a New Jersey corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 3, 1995 (the "Offer to Purchase"), as amended and supplemented by the Supplement thereto dated April 12, 1995 (the "Supplement"), and in the related Letter of Transmittal (which together constitute the "Offer"), receipt of which is hereby acknowledged, the number of shares of Common Stock, $7.50 par value per share (the "Shares"), and the number of Rights indicated below of Clark Equipment Company, a Delaware corporation, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Signature(s) ............................Address(es) ........................... Name(s) of Record Holders ............................. ZIP CODE ............................................................................... PLEASE TYPE OR PRINT Area Code and Tel. No(s) .... Check one box if Shares and Rights will be Number of Shares and Rights .................................................... tendered by book-entry transfer) Certificate Nos. (If Available) / / The Depository Trust Company ......................................... / / Midwest Securities Trust Company ......................................... / / Philadelphia Depository Trust Company Dated .............................., 1995 Account Number .............. ............................. GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program, (a) represents that the above named person(s) "own(s)" the Shares and/or Rights tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (b) represents that such tender of Shares complies with Rule 14e-4, (c) guarantees to deliver to the Depositary either the certificates evidencing all tendered Shares, in proper form for transfer, or to deliver Shares pursuant to the procedure for book-entry transfer into the Depositary's account at The Depository Trust Company, the Midwest Securities Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility"), in either case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent's Message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, all within five New York Stock Exchange, Inc. ("NYSE") trading days after the date hereof and (d) guarantees, if applicable, to deliver certificates representing the Rights ("Rights Certificates") in proper form for transfer, or to deliver such Rights pursuant to the procedure for book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility together with, if Rights are forwarded separately, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees or an Agent's Message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, all within five NYSE trading days after the date hereof or, if later, five business days after Rights Certificates are distributed to holders of Shares. ............................................................................... NAME OF FIRM AUTHORIZED SIGNATURE .....................................Name ..................................... ADDRESS PLEASE TYPE OR PRINT .....................................Title .................................... ZIP CODE AREA CODE AND TEL. NO. .....................Dated ....................... , 1995 NOTE: DO NOT SEND CERTIFICATES FOR SHARES OR RIGHTS WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. EX-11.(A)(14) 5 WORLD FINANCIAL CENTER NORTH TOWER NEW YORK, NEW YORK 10281-1305 (212) 236-4723 (CALL COLLECT) [MERRILL LYNCH LOGO] CEC ACQUISITION CORP. A WHOLLY OWNED SUBSIDIARY OF INGERSOLL-RAND COMPANY HAS AMENDED ITS TENDER OFFER TO INCREASE THE CASH PURCHASE PRICE FOR ALL OUTSTANDING SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF CLARK EQUIPMENT COMPANY TO $86.00 NET PER SHARE THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, MAY 5, 1995, UNLESS FURTHER EXTENDED. April 12, 1995 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed 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 act as Dealer Manager in connection with the Purchaser's offer to purchase for cash all the outstanding shares of Common Stock, par value $7.50 per share (the "Shares"), of Clark Equipment Company, a Delaware corporation (the "Company"), and the associated Preferred Stock Purchase Rights issued by the Company (the "Rights") at a purchase price of $86.00 per Share, 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 (the "Offer to Purchase"), as amended and supplemented by the Supplement thereto dated April 12, 1995 (the "Supplement") and in the related Letter of Transmittal (which together constitute the "Offer") enclosed herewith. Unless the context otherwise requires, all references to Shares shall include the associated Rights. Holders of Shares whose certificates for such Shares (the "Share Certificates") are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary (as defined below) prior to the Expiration Date (as defined in the Supplement), or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. [MERRILL LYNCH LOGO] Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee. The Offer is conditioned upon, among other things, there being validly tendered and not properly withdrawn prior to the expiration of the Offer a number of Shares which, together with any Shares owned by the Parent and the Purchaser, represents a majority of the total voting power of all shares of capital stock of the Company outstanding on a fully diluted basis on the date of purchase. The Offer is also subject to other terms and conditions. See the Introduction and Section 6 of the Supplement. The Offer is no longer subject to the Supermajority Charter Condition, the Rights Condition or the Delaware Takeover Statute Condition described in the Offer to Purchase. Enclosed herewith for your information and forwarding to your clients are copies of the following documents: 1. The Offer to Purchase, dated April 3, 1995 and the Supplement, dated April 12, 1995. 2. The revised blue Letter of Transmittal to tender Shares for your use and for the information of your clients. Facsimile copies of the Letter of Transmittal may be used to tender Shares. 3. The revised green Notice of Guaranteed Delivery for Shares and Rights to be used to accept the Offer if Share Certificates or Rights Certificates are not immediately available or if such certificates and all other required documents cannot be delivered to The Bank of New York (the "Depositary") by the Expiration Date or if the procedure for book-entry transfer cannot be completed by the Expiration Date. 4. A revised gray printed form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer. 5. Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9. 6. A return envelope addressed to The Bank of New York, the Depositary. YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, MAY 5, 1995 UNLESS THE OFFER IS FURTHER EXTENDED. [MERRILL LYNCH LOGO] In order to take advantage of the Offer, (i) a duly executed and properly completed Letter of Transmittal and any required signature guarantees, or an Agent's Message (as defined in the Offer to Purchase) in connection with a book-entry delivery of Shares, and other required documents should be sent to the Depositary, and (ii) either Share Certificates representing the tendered Shares should be delivered to the Depositary, or such Shares should be tendered by book-entry transfer into the Depositary's account maintained at one of the Book-Entry Transfer Facilities (as described in the Offer to Purchase), all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase. While the Letter of Transmittal previously circulated with the Offer to Purchase refers only to the Offer to Purchase, stockholders using such document to tender their Shares will nevertheless receive $86.00 per Share for each Share validly tendered and not properly withdrawn and accepted for payment pursuant to the Offer, subject to the conditions of the Offer. If holders of Shares wish to tender, but it is impracticable for them to forward their Share Certificates or other required documents on or prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures specified in Section 3 of the Offer to Purchase. The Purchaser will not pay any commissions or fees to any broker, dealer or other person (other than the Dealer Manager, the Depositary and Georgeson & Company Inc. (the "Information Agent") (as described in the Offer to Purchase)) for soliciting tenders of Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. The Purchaser will pay or cause to be paid any stock transfer taxes payable on the transfer of Shares to it, except as otherwise provided in Instruction 6 of the Letter of Transmittal. Any inquiries you may have with respect to the Offer should be addressed to Merrill Lynch, Pierce, Fenner & Smith Incorporated, the Dealer Manager, or the Information Agent, at their respective addresses and telephone numbers set forth on the back cover of the Offer to Purchase. Additional copies of the enclosed materials may be obtained from the Information Agent. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE PARENT, THE DEALER MANAGER, THE COMPANY, THE DEPOSITARY OR THE INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. EX-11.(A)(15) 6 CEC ACQUISITION CORP. A WHOLLY OWNED SUBSIDIARY OF INGERSOLL-RAND COMPANY HAS INCREASED THE PRICE OF ITS TENDER OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF CLARK EQUIPMENT COMPANY TO $86.00 NET PER SHARE THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, MAY 5, 1995, UNLESS FURTHER EXTENDED. To Our Clients: Enclosed for your consideration is the Offer to Purchase dated April 3, 1995 (the "Offer to Purchase"), a Supplement thereto dated April 12, 1995 (the "Supplement") and the related Letter of Transmittal relating to an 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 issued by the Company (the "Rights") 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, as amended and supplemented by the Supplement, and in the related Letter of Transmittal (which together constitute the "Offer"). Unless the context requires otherwise, all references to "Shares" shall be deemed to refer also to the associated Rights. We are the holder of record of Shares held by us for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account. We request instructions as to whether you wish to have us tender on your behalf any or all of such Shares held by us for your account, pursuant to the terms and subject to the conditions set forth in the Offer to Purchase as amended and supplemented by the Supplement. Your instructions to tender Shares held by us for your account will also constitute a direction to us to tender a number of Rights held by us for your account equal to the number of Shares tendered. Your attention is directed to the following: 1. The tender price is $86.00 per share, net to the seller in cash without interest thereon. 2. The Offer is made for all of the outstanding Shares. 3. The Offer and withdrawal rights will expire at 12:00 Midnight, New York City time, on Friday, May 5, 1995 unless the Offer is further extended. 4. The Offer is conditioned upon, among other things, there being validly tendered and not properly withdrawn prior to the expiration of the Offer a number of Shares which, together with any Shares owned by the Parent or the Purchaser, represents a majority of the total voting power of all shares of capital stock of the Company outstanding on a fully diluted basis on the date of purchase. The Offer is also subject to other terms and conditions. See the Introduction and Section 6 of the Supplement. The Offer is no longer subject to the Supermajority Charter Condition, the Rights Condition or the Delaware Takeover Statute Condition described in the Offer to Purchase. 5. Tendering stockholders will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares pursuant to the Offer. The Offer is being made solely by the Offer to Purchase, as amended and supplemented by the Supplement, and the related Letter of Transmittal and is being made to all holders of Shares. The Purchaser is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If the Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant thereto, the Purchaser will make a good faith effort to comply with any such state statute. If, after such good faith effort, the Purchaser cannot comply with such state statute, the Offer will not be made to nor will tenders be accepted from or on behalf of the holders of Shares in such state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Purchaser by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. If you wish to have us tender any or all of the Shares held by us for your account, please instruct us by completing, executing and returning to us the instruction form contained in this letter. If you authorize a tender of your Shares, all such Shares will be tendered unless otherwise specified in such instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf prior to the expiration of the Offer. Stockholders who have previously validly tendered and not properly withdrawn their Shares pursuant to the Offer are not required to take any further action, except as may be required by the guaranteed delivery procedure if such procedure was utilized. If Shares are accepted for payment and paid for by the Purchaser pursuant to the Offer, such stockholders will receive, subject to the conditions of the Offer, the increased tender price of $86.00 per Share. See Section 4 of the Offer to Purchase for the procedures for withdrawing Shares tendered pursuant to the Offer. INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF CLARK EQUIPMENT COMPANY The undersigned acknowledge(s) receipt of your letter enclosing the Offer to Purchase dated April 3, 1995 (the "Offer to Purchase"), the Supplement thereto dated April 12, 1995 (the "Supplement") and the related Letter of Transmittal pursuant to an offer by CEC Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Ingersoll-Rand Company, a New Jersey corporation, to purchase all outstanding shares of Common Stock, $7.50 par value per share (the "Shares"), of Clark Equipment Company, a Delaware corporation, and the associated Preferred Stock Purchase Rights (the "Rights"). This will instruct you to tender the number of Shares and Rights indicated below (or, if no number is indicated below, all Shares and Rights) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase, as amended and supplemented by the Supplement, and in the related Letter of Transmittal furnished to the undersigned. Number of Shares (and Rights) to be SIGN HERE Tendered* .......................................... .......................Shares (and Rights) .......................................... Dated......................................, Signature(s) 1995 .......................................... Please print names(s) .......................................... Address .......................................... Area Code and Telephone Number .......................................... Tax Identification or Social Security Number
- ------------ * Unless otherwise indicated, it will be assumed that all of your Shares (and Rights) held by us for your account are to be tendered. EX-11.(A)(16) 7 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.--Social Security numbers have nine digits separated by two hyphens; i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer. - ------------------------------------------------------ FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY NUMBER OF-- - ------------------------------------------------------ 1. An individual's account The individual 2. Two or more individuals The actual owner of (joint account) the account or, if combined funds, any one of the individuals(1) 3. Husband and wife (joint The actual owner of account) the account or, if joint funds, either person(1) 4. Custodian account of a The minor(2) minor (Uniform Gift to Minors Act) 5. Adult and minor (joint The adult or, if the account) minor is the only contributor, the minor(1) 6. Account in the name of The ward, minor, or guardian or committee incompetent person(3) for a designated ward, minor or incompetent person 7. a. The usual revocable The grantor-trustee(1) savings trust account (grantor is also trustee) b. So-called trust The actual owner(1) account that is not a legal or valid trust under State law 8. Sole proprietorship The owner(4) account - ------------------------------------------------------ FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER IDENTIFICATION NUMBER OF-- - ------------------------------------------------------ 9. A valid trust, estate, The legal entity (Do or pension trust not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5) 10. Corporate account The corporation 11. Religious charitable, The organization or educational organization account 12. Partnership account The partnership held in the name of the business 13. Association, club, or The organization other tax-exempt organization 14. A broker or registered The broker or nominee nominee 15. Account with the The public entity Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments - ------------------------------------------------------ - ------------------------------------------------------ (1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show the name of the owner. (5) List first and circle the name of the legal trust, estate, or pension trust. NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 PAGE 2 OBTAINING A NUMBER If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. PAYEE EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding on ALL payments include the following: . A corporation. . A financial institution. . An organization exempt from tax under section 501(a), or an individual retirement plan. . The United States or any agency or instrumentality thereof. . A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. . A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. . An international organization or any agency, or instrumentality thereof. . A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. . A real estate investment trust. . A common trust fund operated by a bank under section 584(a). . An exempt charitable remainder trust, or a nonexempt trust described in section 4947(a)(1). . An entity registered at all times under the Investment Company Act of 1940. . A foreign central bank of issue. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: . Payments to nonresident aliens subject to withholding under section 1441. . Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. . Payments of patronage dividends where the amount received is not paid in money. . Payments made by certain foreign organizations. . Payments made to a nominee Payments of interest to generally subject to backup withholding include the following: . Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. . Payments of tax-exempt interest (including exempt-interest dividends under section 852). . Payments described in section 6049(b)(5) to non-resident aliens. . Payments on tax-free covenant bonds under section 1451. . Payments made by certain foreign organizations. . Payments made to a nominee Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER, IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041(a), 6045, and 6050A. PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file a tax return. Beginning January 1, 1984, payers must generally withhold 20% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS.--If you fail to include any portion of an includible payment for interest, dividends, or patronage dividends in gross income, such failure will be treated as being due to negligence and will be subject to a penalty of 5% on any portion of an under-payment attributable to that failure unless there is clear and convincing evidence to the contrary. (3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE EX-11.(A)(17) 8 This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares. The Offer is being made solely by the Offer to Purchase dated April 3, 1995, the Supplement thereto dated April 12, 1995 and the related Letter of Transmittal and is being made to all holders of Shares. The Purchaser is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to a state statute. If the Purchaser becomes aware of any state where the making of the Offer is prohibited, the Purchaser will make a good faith effort to comply with any such statute or seek to have such statute declared inapplicable to the Offer. If, after such good faith effort, the Purchaser cannot comply with any applicable statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In those jurisdictions whose securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Purchaser by Merrill Lynch, Pierce, Fenner & Smith Incorporated or one or more registered brokers or dealers licensed under the laws of such jurisdictions. CEC Acquisition Corp. a wholly owned subsidiary of Ingersoll-Rand Company Has Amended its Tender Offer to Increase the Cash Purchase Price for All Outstanding Shares of Common Stock (including the Associated Preferred Stock Purchase Rights) of Clark Equipment Company to $86 Net Per Share CEC Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Ingersoll-Rand Company, a New Jersey corporation (the "Parent"), is now offering 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 issued by the Company (the "Rights"), 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 (the "Offer to Purchase"), as amended and supplemented by the Supplement thereto dated April 12, 1995 (the "Supplement") and in the related Letter of Transmittal (which together constitute the "Offer"). Unless the context requires otherwise, all references to Shares shall be deemed to refer also to the associated Rights. Shares previously tendered and not properly withdrawn constitute valid tenders for purposes of the Offer. THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY, ON FRIDAY , MAY 5, 1995, UNLESS FURTHER EXTENDED. The Offer is conditioned upon, among other things, there being validly tendered and not properly withdrawn prior to the expiration of the Offer a number of Shares which, together with any Shares owned by the Parent and the Purchaser, represents a majority of the total voting power of all shares of capital stock of the Company outstanding on a fully diluted basis on the date of purchase.The Offer is also subject to other terms and conditions. See the Introduction and Section 6 of the Supplement. The Offer is being amended and supplemented pursuant to an Agreement and Plan of Merger dated as of April 9, 1995 (the "Merger Agreement") among the Parent, the Purchaser and the Company which provides for, among other things, (i) an increase in the purchase price per Share to be paid pursuant to the Offer from $77.00 per Share to $86.00 per Share, (ii) the amendment and restatement of certain conditions to the Offer as set forth in their entirety in Section 6 of the Supplement, (iii) the extension of the Offer to Friday, May 5, 1995 and (iv) the merger of the Purchaser with the Company (the "Merger") following the consummation of the Offer. In the Merger, each Share (other than shares of common stock of the Company held in the treasury of the Company, Shares owned by the Parent, the Purchaser or any other direct or indirect subsidiary of the Parent or of the Company and Dissenting Shares (as such term is defined in the Merger Agreement)) shall be cancelled, extinguished and converted into the right to receive $86.00 per Share in cash without interest thereon, less any applicable withholding taxes. The Board of Directors of the Company has unanimously determined that the Offer and the Merger are fair to, and in the best interests of, the stockholders of the Company, has approved the Offer and the Merger and recommends that stockholders accept the Offer and tender their Shares. For purposes of the Offer the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary (as defined in the Supplement) of the Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting such payments to stockholders whose Shares have been accepted for payment. Under no circumstance will interest on the purchase price for Shares be paid, regardless of any delay in making such payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates representing Shares ("Share Certificates"), or timely confirmation of a book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company, the Midwest Securities Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal delivered with the Offer to Purchase or the revised Letter of Transmittal delivered with the Supplement (or a facsimile of either) properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined in Section 2 of the Offer to Purchase) in connection with a book-entry transfer, and (iii) any other documents required by such Letter of Transmittal. The Purchaser expressly reserves the right, in its sole discretion, subject to the terms of the Merger Agreement, at any time and from time to time, to extend further the period during which the Offer is open for any reason, including the occurrence of any of the events specified in Section 6 of the Supplement, by giving written notice of such extension to the Depositary. Any such extension will be followed as promptly as practicable by public announcement to be made no later than 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date. The term "Expiration Date" means 12:00 Midnight, New York City time, on Friday, May 5, 1995, unless and until the Purchaser shall have further extended the period during which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date at which the Offer, as so further extended by the Purchaser, shall expire. Tenders of Shares made pursuant to the Offer are irrevocable, except that Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after June 1, 1995. For a withdrawal to be effective, a written telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of the Supplement. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such Shares. If Share Certificates to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in Section 3 of the Offer to Purchase) unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 of the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares, in which case a notice of withdrawal will be effective if delivered to the Depositary by any method of delivery described in the second sentence of this paragraph. All questions as to the term and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination will be final and binding. The information required to be disclosed by Rule 14d-6(e)(1)(vii) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase, as amended and supplemented by the Supplement, and is incorporated herein by reference. The Company has provided the Purchaser with the Company's stockholder lists and security position listings for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase, the Supplement, the revised Letter of Transmittal and other relevant materials will be mailed to record holders of Shares whose names appear on the Company's stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. The Offer to Purchase, the Supplement and the related Letter of Transmittal contain important information which should be read before any decision is made with respect to the Offer. Questions and requests for assistance may be directed to the Dealer Manager or the Information Agent as set forth below. Requests for copies of the Offer to Purchase, the Supplement, the related Letter of Transmittal and all other tender offer materials may be directed to the Information Agent, and copies will be furnished promptly at the Purchaser's expense. The Purchaser will not pay any fees or commissions to any broker or dealer or any other person (other than the Dealer Manager and the Information Agent) for soliciting tenders of Shares pursuant to the Offer. The Information Agent for the Offer is: [GEORGESON & COMPANY INC. LOGO] Wall Street Plaza New York, New York 10005 Banks and Brokers call collect (212) 440-9800 Call Toll Free: 1-800-223-2064 The Dealer Manager for the Offer is: Merrill Lynch & Co. World Financial Center North Tower New York, New York 10281-1305 (212) 236-4723 (Call Collect) April 12, 1995 EX-11.(B)(2) 9 The Chase Manhattan Bank, N.A. 1 Chase Plaza, 5th Floor New York, New York 10081 April 10, 1995 [CHASE LOGO] SUPPLEMENTAL COMMITMENT LETTER Ingersoll-Rand Company 200 Chestnut Ridge Road Woodcliff Lake, New Jersey Attention: Thomas F. McBride -- Senior Vice President and Chief Financial Officer Ladies and Gentlemen: Reference is made to the letter dated March 31, 1995 (the "Commitment Letter") from the Chase Manhattan Bank (National ----------------- Association) ("Chase") to you relating to the Facility referred ----- to therein. This letter supplements the Commitment Letter and incorporates its provisions by reference. Terms used but not defined herein shall have the respective meanings given to such terms in the Commitment Letter, or, if not defined therein, in the Term Sheet attached as Exhibit A thereto. You have advised Chase of the possibility of an increase in the initial purchase price per share under the Tender Offer, in which case total senior bank financing of up to $1,500,000,000 in the aggregate may be required to finance the consummation of the Transactions. Chase is pleased to offer a commitment to provide the full amount of such increased financing on the same terms and conditions described in the Commitment Letter, in the Term Sheet, and the Fee Letter. This letter is delivered to you upon the condition that, prior to your acceptance of this offer, neither the existence of this letter, the Commitment Letter, the Term Sheet, the Fee Letter nor any of their contents shall be disclosed by you except (i) as may be compelled to be disclosed in a judicial or administrative proceeding or as otherwise required by law or (ii) on a confidential and "need to know" basis, to your directors, officers, employees, advisors and agents. Chase's offer set forth in this letter and the Commitment Letter will terminate at 5:00 p.m. (New York City time) on April 14, 1995 unless you accept this letter, the Supplemental Commitment Letter ------------------------------ - 2 - Commitment Letter, the Fee Letter and the Supplemental Fee Letter at or prior to that time by signing and returning to Chase counterparts of this letter, the Commitment Letter, the Fee Letter and the Supplemental Fee Letter. Chase's commitment under this letter, if accepted by you, will in any event terminate at 5:00 p.m. (New York City time) on August 31, 1995 if Tender Offer Closing Date and the initial borrowing under the Facility shall not have occurred on or prior to such date. This letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement, and this letter may not be assigned by you without the prior written consent of Chase and may not be amended or any provision hereof or thereof waived or modified except by an instrument in writing signed by each of the parties hereto. No person or entity (including, without limitation, Target and its affiliates) other than the parties hereto shall have any rights under or be entitled to rely upon this letter. This letter shall be governed by and construed in accordance with the law of the State of New York. We look forward to working with you to complete the Transactions. THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) By /s/ Patricia B. Bril ---------------------------- Title: Managing Director ACCEPTED AND AGREED: INGERSOLL-RAND COMPANY By /s/ Thomas F. McBride ---------------------------- Title: Date: April 10, 1995 Supplemental Commitment Letter ------------------------------ EX-11.(G)(1) 10 Richard J. Holwell (RJH-5098) Robert M. Kelly (RMK-7204) WHITE & CASE 1155 Avenue of the Americas New York, New York 10036 Telephone: (212) 819-8200 Attorneys for Plaintiff Clark Equipment Company UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------x : CLARK EQUIPMENT COMPANY, : 95 Civ. 2130 (CSH) : Plaintiff, : : -against- : : INGERSOLL-RAND COMPANY : NOTICE OF DISMISSAL ------------------- : Defendant. : : ------------------------------x PLEASE TAKE NOTICE that, pursuant to Rule 41(a)(1) of the Federal Rules of Civil Procedure, plaintiff, Clark Equipment Company, hereby dismisses the above-referenced action without prejudice and without costs to any party. Dated: New York, New York April 10, 1995 WHITE & CASE By: /s/ Robert M. Kelly ----------------------------- Richard J. Holwell (RJH-5098) Robert M. Kelly (RMK-7204) 1155 Avenue of the Americas New York, New York 10036 Telephone (212) 819-8200 Attorneys for Plaintiff Clark Equipment Company -----END PRIVACY-ENHANCED MESSAGE-----