-----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, lACDLwUXO7CSAgr/+O7QFkYLA7gVXYoXni8j2oUkiEJuxJqM9bnl4HeC0E0klq15 AwyAawrXk95AaJMLXC7vFw== 0000950112-95-001377.txt : 19950530 0000950112-95-001377.hdr.sgml : 19950530 ACCESSION NUMBER: 0000950112-95-001377 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950519 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLARK EQUIPMENT CO /DE/ CENTRAL INDEX KEY: 0000109710 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537] IRS NUMBER: 380425350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14164 FILM NUMBER: 95541234 BUSINESS ADDRESS: STREET 1: 100 N MICHIGAN ST STREET 2: PO BOX 7008 CITY: SOUTH BEND STATE: IN ZIP: 46634 BUSINESS PHONE: 2192390100 MAIL ADDRESS: STREET 1: 100 N MICHIGAN ST P O BOX 7008 STREET 2: 100 N MICHIGAN ST P O BOX 7008 CITY: SOUTH BEND STATE: IN ZIP: 46634 FORMER COMPANY: FORMER CONFORMED NAME: CLARK EQUIPMENT CO DATE OF NAME CHANGE: 19691109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLARK EQUIPMENT CO /DE/ CENTRAL INDEX KEY: 0000109710 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537] IRS NUMBER: 380425350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 100 N MICHIGAN ST STREET 2: PO BOX 7008 CITY: SOUTH BEND STATE: IN ZIP: 46634 BUSINESS PHONE: 2192390100 MAIL ADDRESS: STREET 1: 100 N MICHIGAN ST P O BOX 7008 STREET 2: 100 N MICHIGAN ST P O BOX 7008 CITY: SOUTH BEND STATE: IN ZIP: 46634 FORMER COMPANY: FORMER CONFORMED NAME: CLARK EQUIPMENT CO DATE OF NAME CHANGE: 19691109 SC 14D9/A 1 CLARK EQUIPMENT COMPANY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________ SCHEDULE 14D-9 (Amendment No. 7) Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 __________________________ CLARK EQUIPMENT COMPANY (Name of Subject Company) CLARK EQUIPMENT COMPANY (Name of Person(s) Filing Statement) Common Stock, Par Value $7.50 Per Share (Including the Associated Preferred Stock Purchase Rights) (Title of Class of Securities) 181396 10 2 (CUSIP Number of Class of Securities) Bernard D. Henely, Esq. Vice President, General Counsel and Secretary Clark Equipment Company 100 North Michigan Street South Bend, Indiana 46634 (219) 239-0100 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person(s) filing statement) Copy to: William F. Wynne, Jr., Esq. White & Case 1155 Avenue Of The Americas New York, New York 10036 (212) 819-8200 This Amendment No. 7 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 dated April 12, 1995 (the "Schedule 14D-9"), of Clark Equipment Company, a Delaware corporation (the "Company") filed in connection with the tender offer made by CEC Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Ingersoll-Rand, a New Jersey corporation ("Ingersoll-Rand") to purchase all of the outstanding shares of Common Stock, $7.50 par value (the "Common Stock"), and the associated preferred stock purchase rights (the "Rights" and, together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement dated March 10, 1987, as amended and restated as of August 14, 1990, and as amended as of April 10, 1995 (the "Rights Agreement") between the Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent"). Capitalized terms used herein shall have the definitions set forth in the Schedule 14D-9 unless otherwise provided herein. Item 8. Additional Information to be Furnished. Item 8 is hereby amended and supplemented by adding thereto the following: On May 19, 1995, Ingersoll-Rand issued a press release announcing that it has extended the period during which the Offer will remain open to 5:00 P.M., New York City time, on Thursday, May 25, 1995. Accordingly, the Expiration Date shall be 5:00 P.M. on Thursday, May 25, 1995 unless the Offer is further extended. The full text of the press release is set forth in Exhibit 24 and is incorporated herein by reference. Item 9. Material to be Filed as Exhibits. Item 9 is hereby amended and supplemented by adding thereto the following: Exhibit 24 -- Press release issued by Ingersoll-Rand on May 19, 1995. -2- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. CLARK EQUIPMENT COMPANY By: /s/ Bernard D. Henely --------------------------- Name: Bernard D. Henely Title: Vice President and General Counsel Dated: May 19, 1995 EXHIBIT INDEX ------------- Exhibit No. Description __________ __________ 24 Press release issued by Ingersoll-Rand on May 19, 1995. EX-24 2 EXHIBIT 24 INGERSOLL-RAND EXTENDS TENDER OFFER THROUGH MAY 25, 1995 Woodcliff Lake, New Jersey (May 19, 1995) -- Ingersoll-Rand Company today announced that it has extended the period during which its tender offer for shares of Clark Equipment Company common stock will remain open to 5:00 P.M., New York City time, on Thursday, May 25, 1995. The extension of the tender offer has been made in order to allow additional time for the completion of the review of the transaction by the Antitrust Division of the Justice Department. Ingersoll-Rand Company announced earlier this week that it has sold its domestic paving equipment business which it believes eliminates the one area of overlap between the businesses of Clark and Ingersoll-Rand. Ingersoll-Rand has submitted the relevant documents relating to the sale to the Justice Department in connection with its review. At the close of business on May 18, 1995, approximately 8,680,000 shares of Clark common stock has been validly tendered in connection with the offer. -----END PRIVACY-ENHANCED MESSAGE-----