-----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, h7MBHTKL3tCZE9sjarTqZX/S4QFrUpJAScrx95CdNq8YLHyMIZnAhq4flV3V3RMC zoBpzvp/aqtVqJFKaWTWVg== 0000893750-95-000110.txt : 19950606 0000893750-95-000110.hdr.sgml : 19950606 ACCESSION NUMBER: 0000893750-95-000110 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950605 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 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14164 FILM NUMBER: 95545005 BUSINESS ADDRESS: STREET 1: 100 N MICHIGAN ST STREET 2: PO BOX 7008 CITY: SOUTH BEND STATE: IN ZIP: 46634 BUSINESS PHONE: 2192390100 MAIL ADDRESS: STREET 1: 100 N MICHIGAN ST P O BOX 7008 STREET 2: 100 N MICHIGAN ST P O BOX 7008 CITY: SOUTH BEND STATE: IN ZIP: 46634 FORMER COMPANY: FORMER CONFORMED NAME: CLARK EQUIPMENT CO DATE OF NAME CHANGE: 19691109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INGERSOLL RAND CO CENTRAL INDEX KEY: 0000050485 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 135156640 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 200 CHESTNUT RIDGE RD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07675 BUSINESS PHONE: 2015730123 MAIL ADDRESS: STREET 1: 200 CHESTNUT RIDGE ROAD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07675 SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FINAL AMENDMENT 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) 455-200 CUSIP No. 181 39 610 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS CEC ACQUISITION CORP. */ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Directly: 16,827,817*/ 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 98.4%*/ 10 TYPE OF REPORTING PERSON CO */ Shares owned as of the date of the reportable event, May 25, 1995. CUSIP No. 181 39 610 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS INGERSOLL-RAND COMPANY 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW JERSEY 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Indirectly through a wholly owned subsidiary: 16,827,817*/ 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 98.4%*/ 10 TYPE OF REPORTING PERSON CO */ As of the date of the reportable event, May 25, 1995. This Final Amendment amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on April 3, 1995 (as amended and supplemented, the "Schedule 14D-1") relating to the offer by CEC Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Ingersoll-Rand Company, a New Jersey corporation (the "Parent"), to purchase all of the outstanding shares of Common Stock, $7.50 par value per share (the "Shares"), of Clark Equipment Company, a Delaware corporation (the "Company"), and the associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement dated as of March 10, 1987, as amended and restated as of August 14, 1990, and as amended as of April 10, 1995 between the Company and Harris Trust and Savings Bank, as Rights Agent, at a purchase price of $86.00 per Share (and associated Right), net to the seller in cash without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 3, 1995, as amended and supplemented on April 12, 1995 (the "Offer to Purchase"), and in the related Letter of Transmittal. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1. Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows: On May 31, 1995, the Parent announced that it had merged the Purchaser into the Company with the Company continuing as the surviving corporation in the Merger and that the Merger became effective at 5:00 P.M. on Wednesday, May 31, 1995. Because the Purchaser had acquired at least 90% of the outstanding Shares, the Merger was effected without a meeting of stockholders of the Company. As a result of the Merger, the Company became a wholly owned subsidiary of the Parent and each outstanding Share (other than Shares 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 the Company, and Shares owned by stockholders choosing to dissent and demand appraisal of their Shares) was cancelled, extinguished, and converted into the right to receive $86.00 per Share in cash, without interest thereon, less any applicable withholding taxes. The full text of the press release is set forth in Exhibit 11(a)(28) and is incorporated herein by reference. On May 31, 1995 the Parent requested that the New York Stock Exchange (the "NYSE") apply on Form 25 to delist the Shares from the NYSE and deregister the Shares with the Securities and Exchange Commission as soon as practicable following the Merger. Item 6. Interest in Securities of the Subject Company. Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows: Pursuant to the Offer, which expired at 5:00 P.M., New York City time, on Thursday, May 25, 1995, the Purchaser ultimately acquired 16,553,617 Shares (or approximately 96.8% of the issued and outstanding Shares). Such Shares, when added to Shares beneficially owned by Parent prior to the commencement of the Offer, represent approximately 98.4% of all outstanding Shares. The information provided in this Final Amendment under Item 5 is incorporated herein by reference. Item 11. Material to be Filed as Exhibits 11(a)(28)Press release issued by the Parent on May 31, 1995 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. INGERSOLL-RAND COMPANY By: /s/ James E. Perrella Name: James E. Perrella Title:Chairman, President and Chief Executive Officer CLARK EQUIPMENT COMPANY, as successor by merger to CEC ACQUISITION CORP. By: /s/ Thomas F. McBride Name: Thomas F. McBride Title: Vice President Date: June 5, 1995 EXHIBIT INDEX Exhibit Description Page No. No. (a)(28) Press release issued by the Parent on May 31, 1995 . . . EX-11.(A)(28) 2 [I-R Logo] NEWS -------------------------------------- Corporate Communications Woodcliff Lake, New Jersey 07675 CONTACT: FOR RELEASE: _______________________________________________________ Thomas F. McBride For Immediate Release Senior Vice President and Chief Financial Officer (201) 573-3486 INGERSOLL-RAND COMPLETES MERGER WITH CLARK EQUIPMENT COMPANY Woodcliff Lake, New Jersey (May 31, 1995) -- Ingersoll-Rand Company today announced that it has completed the merger of Clark Equipment Company with a wholly owned subsidiary of Ingersoll-Rand. The merger, effective at 5:00 P.M. today, was the second step in a two- step acquisition. The first step, a cash tender offer for all the outstanding shares of Clark at $86.00 per share, was completed on May 25, 1995. As a result of the merger, Clark is now a wholly owned subsidiary of Ingersoll-Rand. The merger results in the automatic conversion of the remaining Clark shares into the right to receive $86.00 per former Clark share. #### -----END PRIVACY-ENHANCED MESSAGE-----