-----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, EO0VzsIa7a7EgCR3B0OguP4PKYz4fm4b/LrB5gLYBQGqAEtBkDcWcYadx8PVy7qA xwaAZOPZ43iQBMfjabqENg== 0000950112-95-000874.txt : 19950414 0000950112-95-000874.hdr.sgml : 19950411 ACCESSION NUMBER: 0000950112-95-000874 CONFORMED SUBMISSION TYPE: PREN14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950509 FILED AS OF DATE: 19950403 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: PREN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05646 FILM NUMBER: 95526531 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: PREN14A 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 PREN14A 1 INGERSOLL-RAND COMPANY AND CEC ACQUISITION CORP. PRELIMINARY PROXY MATERIALS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 14A INFORMATION ------------------- Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant [ ] Filed by a Party Other than Registrant [x] Check the Appropriate Box: [ X ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec.240.14a-11(c) or Sec.240.14a-12 CLARK EQUIPMENT COMPANY (Name of Registrant as Specified In Its Charter) INGERSOLL-RAND COMPANY AND CEC ACQUISITION CORP. (Name of Person(s) Filing Proxy Statement, if other than the Registrant) ------------------- Payment of Filing Fee (Check Appropriate Box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [X] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each Class of Securities to which transaction applies: 2) Aggregate Number of Securities to which transaction applies: 3) Per unit price or the underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing: 1) Amount previously paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1995 ANNUAL MEETING OF STOCKHOLDERS OF CLARK EQUIPMENT COMPANY ------------------- PROXY STATEMENT OF INGERSOLL-RAND COMPANY ------------------- This Proxy Statement and the accompanying [BLUE] Annual Meeting proxy card are furnished in connection with the solicitation of proxies by Ingersoll-Rand Company ("Ingersoll-Rand") and its wholly owned subsidiary CEC Acquisition Corp. ("Acquisition"), to be used at the 1995 Annual Meeting of Stockholders of Clark Equipment Company ("Clark") to be held at 9:00 a.m., Eastern Standard Time, on May 9, 1995 at the South Bend Marriott Hotel, 123 North St. Joseph Street, South Bend, Indiana, and at any adjournments or postponements thereof (the "Annual Meeting"). At the Annual Meeting, seven Directors of Clark will be elected for a one-year term expiring at the 1996 Annual Meeting of Stockholders. Ingersoll-Rand is soliciting your proxy in support of the election of Ingersoll-Rand's seven nominees for Directors of Clark named below (the "Ingersoll-Rand Nominees"). ALL INGERSOLL-RAND NOMINEES ARE COMMITTED TO A SALE OR MERGER OF CLARK AT A PRICE OF NOT LESS THAN $77.00 PER SHARE OF CLARK COMMON STOCK, PAR VALUE $7.50 PER SHARE (THE "SHARES"). The record date for determining stockholders entitled to notice of and to vote at the Annual Meeting is March 13, 1995 (the "Record Date"). Stockholders of record at the close of business on the Record Date will be entitled to one vote at the Annual Meeting for each Share held on the Record Date. As set forth in the proxy statement of Clark filed with the Securities and Exchange Commission (the "Commission") on March 27, 1995 (the "Clark Proxy Statement"), as of the close of business on the Record Date, there were 17,132,696 Shares issued and outstanding. As of the Record Date, Ingersoll-Rand beneficially owned an aggregate of 274,200 Shares, which represented approximately 1.6% of the Shares reported by Clark to be outstanding as of the Record Date. Ingersoll-Rand intends to vote such Shares for the election of the Ingersoll-Rand Nominees. ------------------- This Proxy Statement and the [BLUE] Annual Meeting proxy card are first being furnished to Clark stockholders on or about April [ ], 1995. The principal executive offices of Clark are located at 100 North Michigan Street, South Bend, Indiana 46634. IMPORTANT At the Annual Meeting, Ingersoll-Rand seeks to elect the seven Ingersoll-Rand Nominees as the Directors of Clark. The election of the Ingersoll-Rand Nominees requires the affirmative vote of a plurality of the Shares represented in person or by proxy at the meeting and entitled to vote on the election of Directors, assuming a quorum is present or otherwise represented at the Annual Meeting. Consequently, only Shares that are voted in favor of a particular nominee will be counted toward such nominee's attaining a plurality of votes. Shares present at the meeting that are not voted for a particular nominee (including broker non-votes) and Shares present by proxy where the stockholder properly withheld authority to vote for such nominees will not be counted toward such nominee's attainment of a plurality. INGERSOLL-RAND URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED [BLUE] ANNUAL MEETING PROXY CARD TO VOTE FOR ELECTION OF THE INGERSOLL-RAND NOMINEES. A VOTE FOR THE INGERSOLL-RAND NOMINEES WILL PROVIDE YOU--AS THE OWNERS OF CLARK--WITH REPRESENTATIVES ON THE CLARK BOARD WHO ARE COMMITTED TO A SALE OR MERGER OF CLARK AT A PRICE OF NOT LESS THAN $77.00 PER SHARE. INGERSOLL-RAND URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY CLARK. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO INGERSOLL-RAND, C/O GEORGESON & COMPANY INC. (THE "AGENT"), OR TO THE SECRETARY OF CLARK, OR BY VOTING IN PERSON AT THE ANNUAL MEETING. SEE "PROXY PROCEDURES" BELOW. 2 THE INGERSOLL-RAND NOMINEES SUPPORT THE SALE OF CLARK All Ingersoll-Rand Nominees are committed to a sale or merger of Clark at a price of not less than $77.00 per Share. Acquisition has commenced an offer to purchase all outstanding Shares and the associated Preferred Stock Purchase Rights (the "Rights") at a purchase price of $77.00 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 from time to time, the "Offer to Purchase") and related letter of transmittal (which together constitute the "Offer"). The purpose of the Offer is to acquire control of and the entire equity interest in Clark. Ingersoll-Rand intends to propose, and to seek to have Clark consummate as soon as practicable after consummation of the Offer, a merger or similar business combination (the "Merger") with Acquisition or another direct or indirect subsidiary of Ingersoll-Rand, pursuant to which each then outstanding Share (other than Shares held by Ingersoll-Rand or Clark or Shares held by stockholders who properly exercise appraisal rights under Delaware law) would be converted into the right to receive in cash the price per Share paid by Acquisition pursuant to the Offer. In order to provide a possible method of consummating the Offer and the Merger, Ingersoll-Rand needs the cooperation of the Clark Board to (i) redeem or otherwise make inapplicable to the Offer and Merger the Rights or cause the dilutive provisions thereof not to be triggered by the Offer or Merger (the "Rights Condition") and (ii) approve the Offer and the Merger for purposes of satisfying the Supermajority Charter Condition and the Delaware Takeover Statute Condition, both as described in "Terms and Conditions of the Offer" below. All Ingersoll-Rand Nominees support the Offer and the Merger and if elected will, subject to their fiduciary responsibilities as Directors of Clark, seek to cause Clark to take all steps necessary to permit the Offer and the Merger to proceed, including without limitation redeeming or otherwise making inapplicable to the Offer and the Merger the Rights or causing the dilutive provisions thereof not to be triggered by the Offer or the Merger and adopting a resolution approving the Offer and the Merger for purposes of the Supermajority Charter Provision and the Delaware Takeover Statute. However, all Ingersoll-Rand Nominees recognize the fiduciary responsibilities they would have as Directors of Clark if they are elected and therefore they would give due consideration to any bona fide acquisition proposals submitted to Clark at a price higher than Ingersoll-Rand's proposal. For information about the Supermajority Charter Condition, the Rights Condition, the Minimum Condition and the Delaware Takeover Statute Condition, see "Terms and Conditions of the Offer" below. As indicated under "Background of Proposed Acquisition" below, the incumbent Clark Directors have repeatedly rejected Ingersoll-Rand's acquisition proposal but have not presented you with any alternative other than Clark remaining independent. IF, LIKE US, YOU BELIEVE THAT YOU SHOULD HAVE THE OPPORTUNITY TO DECIDE THE FUTURE OF YOUR COMPANY AND THAT YOU SHOULD HAVE THE CHANCE TO RECEIVE NOT LESS THAN $77.00 PER SHARE FOR ALL OF YOUR SHARES, INGERSOLL-RAND URGES YOU TO VOTE YOUR [BLUE] ANNUAL MEETING PROXY CARD FOR EACH OF THE INGERSOLL-RAND NOMINEES. ALL OF THE INGERSOLL-RAND NOMINEES WILL SEEK TO GIVE ALL STOCKHOLDERS THE OPPORTUNITY TO SELL THEIR SHARES AT A PRICE OF NOT LESS THAN $77.00 PER SHARE. 3 ELECTION OF DIRECTORS According to publicly available information, Clark currently has seven Directors who serve for terms of one year. The terms of the seven Directors--James C. Chapman, James A.D. Geier, Donald N. Frey, Gaynor N. Kelley, Leo J. McKernan, Ray B. Mundt and Frank M. Sims--will expire at the Annual Meeting. According to the Clark Proxy Statement, Donald N. Frey will be retiring at the Annual Meeting and Juanita H. Hinshaw will be nominated by Clark in his place. Ingersoll-Rand proposes that the Clark stockholders elect the Ingersoll-Rand Nominees as the Directors of Clark at the Annual Meeting. The seven Ingersoll-Rand Nominees are listed below and have furnished the following information concerning their principal occupations or employment and certain other matters. Each Ingersoll-Rand Nominee, if elected, would hold office until the 1996 Annual Meeting of Stockholders and until a successor has been elected and qualified or until his earlier death, resignation or removal. Although Ingersoll-Rand has no reason to believe that any of the Ingersoll-Rand Nominees will be unable to serve as Directors, if any one or more of the Ingersoll-Rand Nominees should not be available for election, the persons named on the [BLUE] Annual Meeting proxy card have agreed to vote for the election of such other nominees as may be proposed by Ingersoll-Rand. Unless otherwise indicated, the principal business address of the Ingersoll-Rand Nominees is c/o Ingersoll-Rand Company, 200 Chestnut Ridge Road, Woodcliff Lake, NJ 07675. The Ingersoll-Rand Nominees for Directors are:
NAME, AGE AND PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE PRINCIPAL BUSINESS ADDRESS DURING LAST FIVE YEARS; CURRENT DIRECTORSHIPS - ------------------------------- ---------------------------------------------------------- Robert N. Flint, 73............ Former Senior Vice President and Comptroller of American Telephone & Telegraph Company, a telecommunications company (1984). Currently a member of the Board of Directors of Hubbell, Inc. and Riverbank America. Clyde H. Folley, 67............ Former Vice-Chairman of Ingersoll-Rand (March 1990 through July 1992). Currently a member of the Board of Directors of Giddings and Lewis Inc. William G. Kuhns, 72........... Former Chairman, President and Chief Executive Officer as well as a director of General Public Utilities Corp, a public utility holding company (1974-1989). From May 1989 to May 1991, Mr. Kuhns served as a director-consultant only, from May 1991 to January 1992, as Chairman, President and Chief Executive Officer and a director, and from January 1992 to May 1992 as a director only. Donald C. Lowe, 62............. Chairman of Sedgwick Limited, a general insurance broker Sedgwick Limited and employee benefits and pension consultant, since 1990. P.O. Box 439 Currently a member of the Board of Directors of Alberta Toronto Dominion Center Natural Gas Company Ltd., Bombardier Inc., Butler Toronto, Ontario Service Group, Canadian Tire Corporation, Limited, M5K 1M3 Devtek Corporation, Haley Industries Limited, Ingersoll-Rand Canada Inc. (Advisory Board), Scott's Hospitality Inc., Sedgwick Limited and Trilon Financial Corporation. Allan D. Nichols, 57........... Former Chairman and Chief Executive Officer of Citizens First Bancorp, Inc., a banking corporation (September 1992 to September 1994). From March 1990 to October 1991, Mr. Nichols served as the Chairman, President and Chief Executive Officer of American Federal Bank, a banking corporation.
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NAME, AGE AND PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE PRINCIPAL BUSINESS ADDRESS DURING LAST FIVE YEARS; CURRENT DIRECTORSHIPS - ------------------------------- ---------------------------------------------------------- Donald E. Procknow, 71......... Former Vice Chairman and Chief Operating Officer of AT&T Technologies, Inc. (formerly Western Electric Company, Inc.), a telecommunications company (1984 to 1986). From 1972 to 1984, Mr. Procknow served as Chief Executive Officer of Western Electric Company, Inc. Currently a member of the Board of Directors of Ingersoll-Rand (until May 31, 1995) and The Prudential Insurance Company of America (until April 6, 1995). Willis A. Strauss, 72.......... Former Chairman of HNG/InterNorth, Inc. (now known as Two Central Park Plaza Enron Corporation), a diversified company with interests 222 South 15th Street in natural gas, liquid fuels, petrochemicals, gas Omaha, Nebraska 68102 exploration and coal (1960-1986).
Election of the Ingersoll-Rand Nominees as the Directors of Clark requires the affirmative vote of a plurality of the Shares represented in person or by proxy at the meeting and entitled to vote on the election of Directors, assuming a quorum is present or otherwise represented at the Annual Meeting. Thus, only Shares that are voted in favor of a particular nominee will be counted toward such nominee's attaining a plurality of votes. Shares present at the meeting that are not voted for a particular nominee (including broker non-votes) and Shares present by proxy where the stockholder properly withheld authority to vote for such nominee will not be counted toward such nominee's attainment of a plurality. The accompanying [BLUE] Annual Meeting proxy card will be voted at the Annual Meeting in accordance with your instructions on such card. You may vote FOR the election of the Ingersoll-Rand Nominees as the Directors of Clark or withhold authority to vote for the election of the Ingersoll-Rand Nominees by marking the proper box on the [BLUE] Annual Meeting proxy card. You may also withhold your vote from any of the Ingersoll-Rand Nominees by writing the name of such nominee in the space provided on the [BLUE] Annual Meeting proxy card. IF NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES REPRESENTED BY THE [BLUE] ANNUAL MEETING PROXY CARD FOR THE ELECTION OF ALL OF THE INGERSOLL-RAND NOMINEES PROVIDED THAT YOU HAVE SIGNED AND DATED THE PROXY CARD. Ingersoll-Rand believes that it is in your best interest to elect the Ingersoll-Rand Nominees at the Annual Meeting. All Ingersoll-Rand Nominees are committed to giving each Clark stockholder the opportunity to receive not less than $77.00 per Share for all of his or her Shares. INGERSOLL-RAND STRONGLY RECOMMENDS A VOTE FOR THE ELECTION OF THE INGERSOLL-RAND NOMINEES. OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS As set forth in the Clark Proxy Statement, at the Annual Meeting, the stockholders will be asked to ratify the appointment by the Clark Board of Price Waterhouse LLP as Clark's independent accountants for the fiscal year ending December 31, 1995. Ingersoll-Rand is not making any recommendation on this proposal. The accompanying [BLUE] Annual Meeting proxy card will be voted in accordance with your instruction on such card. You may vote for the ratification of the appointment of Price Waterhouse LLP or vote against, or abstain from voting on, the ratification of the appointment of Price Waterhouse LLP by marking the proper box on the [BLUE] Annual Meeting proxy card. IF NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO ABSTAIN FROM VOTING THE SHARES REPRESENTED BY THE [BLUE] ANNUAL MEETING PROXY CARD WITH RESPECT TO THE RATIFICATION OF THE APPOINTMENT OF PRICE WATERHOUSE LLP. 5 OTHER PROPOSALS Except as set forth above, Ingersoll-Rand is not aware of any proposals to be brought before the Annual Meeting. Should other proposals be brought before the Annual Meeting, the persons named on the [BLUE] Annual Meeting proxy card will abstain from voting on such proposals unless such proposals adversely affect the interests of Ingersoll-Rand as determined by Ingersoll-Rand in its sole discretion, in which event such persons will vote on such proposals at their discretion. VOTING PROCEDURES With respect to each of the other matters described above that will be submitted to the stockholders for a vote, the affirmative vote of the holders of at least a majority of the Shares represented in person or by proxy at the Annual Meeting and entitled to vote on the particular matter is required, assuming the presence of a quorum at the Annual Meeting. With respect to abstentions, the Shares are considered present at the Annual Meeting for the particular matter, but since they are not affirmative votes for the matter, they will have the same effect as votes against the matter. With respect to broker non-votes, the Shares are not considered present at the Annual Meeting for the particular matter as to which the broker withheld authority. Consequently, broker non-votes are not counted in respect of the matter, but they do have the practical effect of reducing the number of affirmative votes required to achieve a majority for such matter by reducing the total number of Shares from which the majority is calculated. With respect to the ratification of the appointment of Price Waterhouse LLP as Clark's independent auditors, Ingersoll-Rand has no reason to believe that the failure to ratify such appointment will have any effect on the appointment of Price Waterhouse LLP by the Clark Board. PROXY PROCEDURES IN ORDER FOR YOUR VIEWS ON THE ABOVE-DESCRIBED PROPOSALS TO BE REPRESENTED AT THE ANNUAL MEETING, PLEASE MARK, SIGN AND DATE THE ENCLOSED [BLUE] ANNUAL MEETING PROXY CARD AND RETURN IT TO INGERSOLL-RAND, C/O GEORGESON & COMPANY INC. IN THE ENCLOSED ENVELOPE IN TIME TO BE VOTED AT THE ANNUAL MEETING. EXECUTION OF THE [BLUE] ANNUAL MEETING PROXY CARD WILL NOT AFFECT YOUR RIGHT TO ATTEND THE ANNUAL MEETING AND TO VOTE IN PERSON. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO INGERSOLL-RAND OR TO THE SECRETARY OF CLARK, OR BY VOTING IN PERSON AT THE PARTICULAR MEETING. ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL MEETING WILL COUNT. Only holders of record as of the close of business on the Record Date will be entitled to vote. If you were a stockholder of record on the Record Date, you will retain your voting rights for the Annual Meeting even if you sell such Shares after the Record Date. Accordingly, it is important that you vote the Shares held by you on the Record Date, or grant a proxy to vote such Shares on the [BLUE] Annual Meeting proxy card, even if you sell such Shares after the Record Date. If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution on the Record Date, only it can vote such Shares and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute on your behalf the [BLUE] Annual Meeting proxy card. BACKGROUND OF ACQUISITION PROPOSAL For more than one year prior to the Offer, members of Ingersoll-Rand's senior management have considered potential transactions which could enhance the value of Ingersoll-Rand for its stockholders, including the possibility of a strategic acquisition of another industrial company or business such as 6 Clark. Ingersoll-Rand developed an extensive list of potential acquisition candidates and then gradually narrowed the list of potential candidates by applying various acquisition criteria. Detailed analysis was then performed on a select group of companies to help narrow the list of potential acquisition candidates even further. In January 1995, Ingersoll-Rand's discussions regarding possible acquisitions began to focus particularly on Clark and actions were taken to effect a more formal analysis of Clark. On March 15, 1995, James E. Perrella, Chairman, President and Chief Executive Officer of Ingersoll-Rand, had a telephone conversation with Leo J. McKernan, Chairman, President and Chief Executive Officer of Clark. Mr. Perrella said that he had called Mr. McKernan to propose that Ingersoll-Rand acquire Clark in an all-cash merger transaction in which the stockholders of Clark would receive between $75.00 and $77.00 in cash per share. Mr. McKernan immediately replied that Clark was "not interested" in any transaction with Ingersoll-Rand and Mr. McKernan then terminated the phone call. On March 15, 1995, Mr. Perrella sent the following letter to Mr. McKernan and to each of Clark's directors: March 15, 1995 Mr. Leo J. McKernan Chairman, President and Chief Executive Officer Clark Equipment Company 100 North Michigan Street South Bend, Indiana 46634 Dear Leo: I was disappointed that you did not give me the chance to explain fully our proposal when we spoke today. I would have much preferred to convey to you personally everything that I wanted to say, but since I was unable to do so, I am sending this letter to set forth our specific proposal. Ingersoll-Rand Company proposes to acquire Clark Equipment Company in a merger transaction in which Clark's stockholders would receive between $75.00 and $77.00 in cash for each share of outstanding Clark common stock. We think the lower end of that range is the appropriate price, but I would like to meet with you to give you the opportunity to convince us that the higher end of the range is justified. We believe our proposal presents an extremely attractive opportunity for Clark's stockholders, who at $75.00 per share would receive a premium of 50% over today's closing market price of Clark common stock. We and our financial advisors believe that Clark's stockholders will enthusiastically support our proposal. We have been studying Clark for some time and we are extremely impressed with the businesses you have so ably built up and the manner in which they complement Ingersoll-Rand's businesses. We believe the complementary aspects of our two companies' products, customers and distribution capabilities would enable the combined entity to be an even more effective competitor in the global marketplace. Our proposal visualizes the negotiation and execution of a mutually acceptable definitive merger agreement, the operation of Clark in the ordinary course of business and the taking of the various actions by Clark's Board necessary to facilitate the completion of the transaction. 7 Our proposal also assumes Clark's consummation of the sale of its 50% interest in VME to Volvo on substantially the terms previously announced. Our antitrust counsel has studied the two companies' businesses and we do not believe that our proposal gives rise to any meaningful antitrust concerns. We are confident that any antitrust issues would readily be resolved. Finally, based on our discussions with Ingersoll-Rand's principal senior lender, we are also confident that the necessary financing for this transaction can easily be arranged. We hope that you and your Board of Directors will view this proposal as we do--a unique opportunity for Clark's stockholders to realize full value for their shares in a transaction that can quickly be consummated. We are prepared to meet with you and your advisors to answer any questions that you may have about our proposal and to proceed expeditiously to negotiate a definitive merger agreement with you. My purpose in sending this letter is to provide you and your fellow directors with information about our proposal and to express our sincere desire to work together with you to reach agreement on a transaction that can be presented to Clark's stockholders as the joint effort of Ingersoll-Rand's and Clark's Boards of Directors and management. At this point, therefore, we hope that our discussions can remain a private matter between us. Needless to say, it is important that we hear from you as soon as practicable as to your Board's views about our proposal. Sincerely, James E. Perrella Chairman, President and Chief Executive Officer cc: Members of the Board of Directors of Clark Equipment Company On March 20, 1995, Mr. McKernan telephoned Mr. Perrella and informed him that Clark would give serious consideration to Ingersoll-Rand's proposal, and that he would convene a special meeting of Clark's Board of Directors within the upcoming week to consider the proposal. On March 21, 1995, Mr. Perrella sent a letter to Mr. McKernan in which he reiterated his desire to meet with Mr. McKernan to discuss Ingersoll-Rand's proposal. On March 28, 1995, Mr. Perrella received the following letter (the "March 27 Clark Letter") from Mr. McKernan: 8 March 27, 1995 Mr. James E. Perrella Chairman, President and Chief Executive Officer Ingersoll-Rand Company 200 Chestnut Ridge Road Woodcliff Lake, NJ 07675 Dear Mr. Perrella: The Board of Directors of Clark Equipment Company met today to consider your letter of March 15, 1995. During the meeting, we considered the views of our financial and legal advisors and other issues we deemed appropriate. Although the Board of Directors appreciates your interest in Clark Equipment Company as a strategic acquisition, the Board of Directors unanimously reaffirmed its long-standing position that the Company is not for sale. We therefore decline your proposal. The management team at Clark, with the full support of the Board, has been successfully implementing a strategic plan which has benefited our shareholders materially. As a result of our efforts, Clark Equipment Company enjoys an outstanding reputation with its shareholders, customers and the financial community. The management and Board of Directors of Clark believe that our shareholders will continue to benefit materially from our commitment to stay the course of our strategic plan. Thank you again for your expression of interest in Clark. The Board of Directors requests that this letter remain confidential and that it shall serve as an appropriate final response to your inquiry. Sincerely, Leo J. McKernan 9 Following receipt of Mr. McKernan's letter, Mr. Perrella sent the following letter to Mr. McKernan and released the letter publicly. March 28, 1995 Mr. Leo J. McKernan Chairman, President and Chief Executive Officer Clark Equipment Company 100 North Michigan Street South Bend, Indiana 46634 Dear Leo: We are surprised and disappointed that Clark Equipment Company's Board has rejected our acquisition proposal and "reaffirmed its long-standing position that the Company is not for sale." We would have thought that an acquisition proposal at a 50% premium over the price at which Clark common stock has recently been trading--and a price exceeding Clark's all time high stock price--would have led to a more constructive dialogue between us. But as I have mentioned to you, we have proposed a transaction that is so compelling for the stockholders of both of our companies that we feel obligated to pursue it notwithstanding your Board's rejection. Because we are confident that Clark's stockholders will enthusiastically support our proposal, we are sending this letter to you and also releasing it publicly. Ingersoll-Rand Company proposes to acquire Clark in a merger transaction in which Clark's stockholders would receive between $75.00 and $77.00 in cash for each share of outstanding Clark common stock. We think the lower end of that range is the appropriate price, but as you know we have repeatedly offered to meet with you to give you the opportunity to convince us that the higher end of that range is justified. We have been studying Clark for some time and we are extremely impressed with the businesses you have so ably built up and the manner in which they complement Ingersoll-Rand's businesses. We believe the complementary aspects of our two companies' products, customers and distribution capabilities would enable the combined entity to be an even more effective competitor in the global marketplace. Our offer is subject to the negotiation and execution of a mutually acceptable definitive merger agreement, the operation of Clark in the ordinary course of business, the taking of the various actions by Clark's Board necessary to facilitate the completion of the transaction and the absence of any actions by Clark's Board which would frustrate our offer. Our proposal also assumes Clark's consummation of the sale of its 50% interest in VME to Volvo on substantially the terms previously announced or, if not consummated, the continued effectiveness of Clark's announced agreement with Volvo without any change in its terms. Our antitrust counsel has studied the two companies' businesses and we do not believe that our proposal gives rise to any meaningful antitrust concerns. We are confident that any antitrust issues would readily be resolved. Finally, based on our discussions with our senior lenders, we are also confident that the necessary financing for the transaction can easily be arranged. I still would like to meet with you at your earliest convenience to discuss our proposal and to proceed with negotiations leading to the execution of a definitive merger agreement. 10 We believe that your Board of Directors should reconsider our proposal and view it as we do--as a unique opportunity for Clark's stockholders to realize full value for their shares in a transaction that can quickly be consummated. We hope to hear from you promptly. Sincerely, James E. Perrella Later in the evening on March 28, 1995, Clark released the March 27 Clark Letter publicly and issued a press release in which Mr. McKernan stated that Ingersoll-Rand's proposal was entirely inadequate. On March 29, 1995, Clark filed suit against Ingersoll-Rand in the United States District Court for the Southern District of New York alleging that the acquisition by Ingersoll-Rand of Clark would violate the federal antitrust laws and seeking preliminary and permanent injunctions barring Ingersoll-Rand from proceeding with the acquisition. On March 30, 1995, Ingersoll-Rand issued the following press release: Woodcliff Lake, N.J. (March 28, 1995)--Ingersoll-Rand Company said it had been sued by Clark Equipment Company in Federal District Court in New York City. The suit alleges that Ingersoll-Rand's proposed acquisition of Clark violates the U.S. antitrust laws because of overlap between the two companies in the manufacture and distribution of asphalt pavers. Thomas F. McBride, Senior Vice President and Chief Financial Officer, said: "Clark's lawsuit is nothing more than a diversionary tactic. Clark knows as well as we do that any antitrust issues which may arise from the paver overlap between our two companies can readily be resolved. Ingersoll-Rand's 1994 domestic revenues from the relevant product line were below $10 million out of 1994 total revenues of $4.5 billion." On April 3, 1995, Ingersoll-Rand commenced the Offer and delivered a notice to Clark nominating seven individuals for election as directors at Clark's annual meeting of stockholders scheduled for May 9, 1995. On April 3, 1995, Mr. Perrella also sent the following letter to Mr. McKernan: April 3, 1995 Mr. Leo J. McKernan Chairman, President and Chief Executive Officer Clark Equipment Company 100 North Michigan Street South Bend, Indiana 46634 Dear Leo: Over the past two and a half weeks, Ingersoll-Rand has made repeated efforts to meet with Clark in an attempt to negotiate the terms of a merger transaction that could be presented to Clark's stockholders as the joint effort of both companies' Boards and managements. But rather than recognize its fiduciary responsibility to explore further a possible transaction on 11 the basis we have proposed, the only response from Clark has been to state its long-standing position that Clark is not for sale and to file a lawsuit against us. The Company's actions leave us with only one alternative. Today we are commencing a tender offer to acquire all outstanding shares of Clark common stock at $77.00 in cash per share and we are sending a letter notifying you that we are nominating seven individuals for election as directors of Clark at Clark's May 9 annual meeting of stockholders. We regret that we have to resort to these actions; we would have greatly preferred to enter into negotiations with you in an effort to reach agreement on a merger transaction. But even though we have commenced a tender offer, we continue to be interested in meeting with you to negotiate the terms of a transaction that can be approved by your Board. When your Board recognizes that its fiduciary duties require consideration of the sale of Clark, please call me. Sincerely, James E. Perrella Chairman, President and Chief Executive Officer Ingersoll-Rand intends to continue to seek the opportunity to negotiate with Clark with respect to its acquisition proposal. If such negotiations result in a definitive merger agreement between Clark and Ingersoll-Rand, such negotiations could result in termination of this proxy solicitation. As indicated elsewhere in this Proxy Statement, if elected, the Ingersoll-Rand Nominees will, subject to their fiduciary responsibilities as Directors of Clark, seek to cause Clark to take all steps necessary to permit the Offer and the Merger to proceed, including without limitation redeeming or otherwise making inapplicable to the Offer and the Merger the Rights or causing the dilutive provisions thereof not to be triggered by the Offer or the Merger and adopting a resolution approving the Offer and the Merger for purposes of the Supermajority Charter Provision and the Delaware Takeover Statute. However, all Ingersoll-Rand Nominees recognize the fiduciary responsibilities they would have as Directors of Clark if they are elected and therefore they would give due consideration to any bona fide acquisition proposals submitted to Clark at a price higher than Ingersoll-Rand's proposal. Although Ingersoll-Rand and Acquisition do not presently intend, in the event the Ingersoll-Rand Nominees are elected, to alter the terms of the Offer, it is possible that, depending on the facts and circumstances existing at the time, the terms of the Offer might be altered in one or more respects. If Ingersoll-Rand and Acquisition should withdraw or materially amend the terms of the Offer prior to the Annual Meeting, Ingersoll-Rand will disseminate such information regarding such changes to Clark stockholders as soon as practicable prior to the Annual Meeting. TERMS AND CONDITIONS OF THE OFFER Terms used but not otherwise defined herein have the meaning set forth in the Offer to Purchase. On April 3, 1995, Ingersoll-Rand and Acquisition commenced the Offer. As stated in the Offer to Purchase, the purpose of the Offer is to acquire control of, and the entire equity interest in, Clark. Ingersoll-Rand currently intends, as soon as practicable following completion of the Offer, to propose and seek to have Clark consummate the Merger pursuant to which Clark would become a wholly owned subsidiary of Ingersoll-Rand. 12 The Offer is conditioned, among other things, upon the following: (1) The Minimum Condition. There must be validly tendered and not withdrawn prior to the expiration date of the Offer a number of Shares which, together with the Shares owned by Ingersoll-Rand, constitutes at least 51% of the voting power (determined on fully diluted basis) on the date of purchase of all securities of Clark entitled to vote generally in the election of Directors or in a merger. (2) The Supermajority Charter Condition. Under the "Supermajority Charter Condition," Ingersoll-Rand must be satisfied, in its sole discretion, that the supermajority stockholder vote specified in the Supermajority Charter Provision (as defined below) would not (as a result of action by Clark's Board of Directors or otherwise) be required prior to the consummation of the Merger or that Ingersoll-Rand will acquire a sufficient number of Shares to insure a vote in favor of the Merger under such provision. Clark's Charter provides that in addition to any affirmative vote required by applicable law (currently the affirmative vote of holders of at least a majority of the outstanding Shares), the affirmative vote of holders of at least 80% of the outstanding Shares is required to approve certain business combinations (including the Merger) between Clark and a person who or which, together with its affiliates and associates and persons with whom any of it, its affiliates and associates have an agreement regarding any Shares, is the beneficial owner of more than 10% of the outstanding Shares (an "Interested Stockholder"), unless prior to such person becoming an Interested Stockholder Clark's Board of Directors shall by resolution have approved a memorandum of understanding or a letter of intent with respect to such business combination (the "Supermajority Charter Provision"). Ingersoll-Rand believes that the solicitation and receipt of revocable proxies (including the solicitation and receipt of proxies contemplated hereby) will not constitute Ingersoll-Rand or Acquisition an "Interested Stockholder" of Clark under the Supermajority Charter Provision. If elected, the Ingersoll-Rand Nominees will, subject to their fiduciary responsibilities, take action to approve the Merger in order to satisfy the Supermajority Charter Condition. (3) The Rights Condition. Under the Rights Condition, the Rights must have been redeemed by the Clark Board, or Ingersoll-Rand must be satisfied, in its sole discretion, that the Rights have been invalidated or otherwise are inapplicable to, or the dilutive provisions thereof will not be triggered by, the Offer and the Merger. According to publicly available information, in the event that at any time following a Distribution Date (as defined in the Rights Agreement) a person becomes the beneficial owner of 20% or more of the then outstanding Shares (the "Ownership Flip-In"), each holder of a Right will thereafter have the right to purchase, upon exercise thereof at a price subject to adjustment of $80 per Right (the "Purchase Price"), a number of Shares which have a market value of two times the Purchase Price. In the event that at any time following the date (the "Stock Acquisition Date") of a public announcement that a person, entity or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 20% or more of the outstanding Shares, Clark is involved in a merger or other business combination transaction in which it is not the continuing or surviving corporation or in which any or all of the Shares are changed into or exchanged for securities of another party or cash or other property or 50% or more of Clark's assets or earning power is sold (the "Flip-Over"), each holder of a Right will thereafter have the right to purchase, upon the exercise thereof at the Purchase Price, common stock of the acquiring entity or parent thereof which has a market value of two times the Purchase Price. Following an Ownership Flip-In or Flip-Over, any Rights beneficially owned by an Acquiring Person or affiliates or associates of any Acquiring Person will immediately become null and void. Ingersoll-Rand believes that the consummation of the Offer likely would trigger the Ownership Flip-In and as a result cause significant dilution to Ingersoll-Rand's interest in Clark and render the Offer and the Merger economically unattractive for Ingersoll-Rand. However, the 13 Ownership Flip-In and the Flip-Over would not be triggered if a majority of the non-officer Directors of Clark who are not affiliated with an Acquiring Person (the "Independent Directors") determine, after receiving advice from one or more investment banking firms, that the acquisition of Shares which would cause an Acquiring Person to become such was pursuant to a tender or exchange offer for all outstanding Shares at a price and on terms which such majority of Independent Directors determines to be fair and otherwise in the best interests of Clark and its stockholders. At any time until the close of business on the fifteenth day after the Stock Acquisition Date, Clark may redeem the Rights in whole but not in part at a price of $.05 per Right, subject to adjustment. Immediately upon the action of the Clark Board authorizing redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive $.05 per Right. Until the Distribution Date, the Rights will be transferred with and only with the Shares. Until the Distribution Date, the surrender for transfer of any of the certificates representing Shares (the "Share Certificates") will also constitute the surrender for transfer of the Rights associated with the Shares represented by such Share Certificates. Following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of Shares as of the close of business on the Distribution Date. After the Distribution Date, such separate Rights Certificates alone will evidence the Rights. Ingersoll-Rand believes that currently the Rights are not exercisable, Rights Certificates have not been issued and the Rights are evidenced by the Share Certificates. Ingersoll-Rand believes that under the Rights Agreement, as a result of the commencement of the Offer the Distribution Date will be as early as April 17, 1995 unless prior to that date Clark's Board of Directors redeems the Rights or takes action to delay the Distribution Date. If elected, the Ingersoll-Rand Nominees will, subject to their fiduciary responsibilities, take action to redeem the Rights or take such other action to invalidate the Rights or render the dilutive provisions thereof inapplicable to the Offer and the Merger. (4) The Delaware Takeover Statute Condition. Under the "Delaware Takeover Statute Condition," Ingersoll-Rand must be satisfied, in its sole discretion, that the restrictions on business combinations contained in Section 203 of the Delaware General Corporation Law (the "Delaware Takeover Statute") would not apply to Acquisition or Ingersoll-Rand in connection with the Offer or the Merger (as a result of action by Clark's Board of Directors, the ownership by Acquisition upon consummation of the Offer of at least 85% of the outstanding voting stock of Clark (other than shares held by Directors who are also officers and certain employee stock plans of Clark) or otherwise). In general, the Delaware Takeover Statute prohibits any person who is the beneficial owner of 15% or more of the outstanding voting stock of a corporation (a "Statutory Interested Stockholder"), from engaging in certain business combinations (including the Merger) with such corporation for a period of three years following the date on which such person became a Statutory Interested Stockholder unless (i) either the transaction by which such person became a Statutory Interested Stockholder or the business combination is approved by the board of directors prior to the date on which such person became a Statutory Interested Stockholder, (ii) upon consummation of the transaction which resulted in such person becoming a Statutory Interested Stockholder, such person owned at least 85% of the voting stock outstanding at the time the transaction commenced, excluding shares owned by (a) persons who are both officers and directors of the corporation and (b) employee stock plans in which employee participants have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or (iii) subsequent to the date on which such person became a Statutory Interested Stockholder, the business combination is approved by the Board of Directors of the corporation and authorized by the affirmative vote, at a meeting called for that purpose, of at least two-thirds of the outstanding 14 voting stock not beneficially owned by the Statutory Interested Stockholder or any of its affiliates or associates or by persons who are either directors or officers and also employees of the Statutory Interested Stockholder. Ingersoll-Rand believes that the solicitation and receipt of revocable proxies (including the solicitation and receipt of proxies contemplated hereby) will not constitute Ingersoll-Rand or Acquisition a "Statutory Interested Stockholder" of Clark under the Delaware Takeover Statute. If elected, the Ingersoll-Rand Nominees will, subject to their fiduciary responsibilities, take action to approve the Offer and the Merger in order to satisfy the Delaware Takeover Statute Condition. The Offer is also subject to the other terms and conditions which are described in the Offer to Purchase and the related letter of transmittal, copies of which are available from the Agent at the addresses and telephone numbers set forth on the back cover of this Proxy Statement. Ingersoll-Rand urges you to obtain a copy of the Offer to Purchase, the letter of transmittal and other Offer documents. This Proxy Statement is neither a request for the tender of Shares nor an offer with respect thereto. The Offer is being made only by means of the Offer to Purchase and the related letter of transmittal. Ingersoll-Rand has requested the Clark Board (i) to satisfy the Rights Condition by redeeming or otherwise making inapplicable to the Offer and the Merger the Rights or causing the dilutive provisions thereof not to be triggered by the Offer or the Merger and (ii) to satisfy the Supermajority Charter Condition and the Delaware Takeover Statute Condition by adopting a resolution approving the Offer and the Merger for purposes of the Supermajority Charter Provision and the Delaware Takeover Statute. To date, the Clark Board has refused to take any such action. ACCORDINGLY, IF ELECTED, THE INGERSOLL-RAND NOMINEES WILL SEEK TO CAUSE CLARK TO TAKE ALL STEPS NECESSARY, INCLUDING THE ACTIONS SPECIFIED ABOVE, TO PERMIT THE OFFER AND THE MERGER TO PROCEED, SUBJECT TO THEIR FIDUCIARY RESPONSIBILITIES AS DIRECTORS OF CLARK TO GIVE DUE CONSIDERATION TO ANY BONA FIDE ACQUISITION PROPOSALS AT A PRICE HIGHER THAN INGERSOLL-RAND'S PROPOSAL. SOLICITATION OF PROXIES Proxies may be solicited by mail, advertisement, telephone or telecopier and in person. Solicitations may be made by directors, officers, investor relations personnel and other employees of Ingersoll-Rand, none of whom will receive additional compensation for such solicitations. Ingersoll-Rand will request banks, brokerage houses and other custodians, nominees and fiduciaries to forward all of its solicitation materials to the beneficial owners of the Shares they hold of record. Ingersoll-Rand will reimburse these record holders for customary clerical and mailing expenses incurred by them in forwarding these materials to their customers. Ingersoll-Rand has retained the Agent for solicitation and advisory services in connection with the solicitation, for which the Agent is to receive a fee not to exceed $150,000, together with reimbursement for its reasonable out-of-pocket expenses. Ingersoll-Rand has also agreed to indemnify the Agent against certain liabilities and expenses, including liabilities and expenses under the federal securities laws. The Agent will solicit proxies for the Annual Meeting from individuals, brokers, banks, bank nominees and other institutional holders. It is anticipated that the Agent will employ approximately 75 persons to solicit stockholders for the Annual Meeting. The Agent is also acting as Information Agent in connection with the Offer, for which the Agent will be paid customary compensation in addition to reimbursement of reasonable out-of-pocket expenses. Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") is acting as dealer manager in connection with the Offer and as Ingersoll-Rand's financial advisor in connection with the proposed acquisition of Clark. To date, Ingersoll-Rand has paid Merrill Lynch a fee of $950,000. 15 Ingersoll-Rand has agreed to pay Merrill Lynch an additional fee of $4,450,000 upon the consummation of the Offer or a merger or other business combination with, or acquisition of 50% or more of the Shares or of all or substantially all of the assets of, Clark. Ingersoll-Rand and Acquisition will also reimburse Merrill Lynch for reasonable out-of-pocket expenses, including reasonable attorneys' fees, and have also agreed to indemnify Merrill Lynch against certain liabilities under the federal securities laws. Merrill Lynch may from time to time render various investment banking services to Ingersoll-Rand and its affiliates for which it would be paid customary fees. In connection with Merrill Lynch's engagement as financial advisor, Ingersoll-Rand anticipates that employees of Merrill Lynch may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are Clark stockholders for the purpose of assisting in the solicitation of proxies for the Annual Meeting. Merrill Lynch will not receive any additional fee for or in connection with such activities apart from the fees which it is otherwise entitled to receive as described above. The entire expense of soliciting proxies for the Annual Meeting is being borne by Ingersoll-Rand. Ingersoll-Rand will not seek reimbursement for such expenses from Clark. Costs incidental to these solicitations of proxies include expenditures for printing, postage, legal, accounting, public relations, soliciting, advertising and related expenses and are expected to be approximately $500,000 in addition to the fees of Merrill Lynch described above. Total costs incurred to date in furtherance of or in connection with these solicitations of proxies are approximately $[ ]. OTHER INFORMATION Acquisition, a Delaware corporation and a wholly owned subsidiary of Ingersoll-Rand, was organized in connection with the Offer and has not carried on any activities to date other than those incident to its formation and the commencement of the Offer. Ingersoll-Rand is a New Jersey corporation organized in 1905. Ingersoll-Rand, together with its subsidiaries, manufactures and sells primarily industrial machinery and capital equipment, including compressors, bearings, pumps, engine starting systems, power tools, rock drills, construction equipment, automotive components and door hardware. Ingersoll-Rand believes that it is one of the leading manufacturers in the world of a broad line of air compression systems, anti-friction bearings, construction equipment, air tools and pumps. Products are sold primarily under Ingersoll-Rand's name and also under other names including Torrington, Fafnir, Klemm, Schlage, CPM, LCN Closers, Von Duprin, Aro, ABG, Ingersoll-Dresser Pumps, Pacific, Worthington, Jeumont-Schneider Pumps and Pleuger. Ingersoll-Rand is involved in two ventures with Dresser Industries, Inc.: Dresser-Rand Company, which manufactures and sells reciprocating compressors and turbomachinery worldwide and in which Ingersoll-Rand has a 49% interest, and Ingersoll-Dresser Pump Company, which manufactures and sells industrial pumps and in which Ingersoll-Rand has a 51% interest. Ingersoll-Rand also maintains extensive research, engineering and development facilities for experimenting, testing and developing high quality products. Certain information about the Directors and executive officers of Ingersoll-Rand and certain employees and other representatives of Ingersoll-Rand and Acquisition who may also assist the Agent in soliciting proxies is set forth in the attached Schedule I. Schedule II sets forth certain information relating to Shares owned by Ingersoll-Rand, such individuals and the Ingersoll-Rand Nominees and certain transactions between any of them and Clark. Certain information regarding Shares held by Clark Directors, nominees, management and 5% stockholders is contained in the Clark Proxy Statement and is incorporated herein by reference. Ingersoll-Rand assumes no responsibility for the accuracy or completeness of any information contained herein which is based on, or incorporated by reference to, the Clark Proxy Statement. 16 PLEASE INDICATE YOUR SUPPORT OF THE INGERSOLL-RAND NOMINEES BY COMPLETING, SIGNING AND DATING THE ENCLOSED [BLUE] ANNUAL MEETING PROXY CARD AND RETURNING IT PROMPTLY TO INGERSOLL-RAND, C/O GEORGESON & COMPANY INC., WALL STREET PLAZA, 88 PINE STREET, NEW YORK, NEW YORK 10005 IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS MAILED IN THE UNITED STATES. INGERSOLL-RAND COMPANY CEC ACQUISITION CORP. April [ ], 1995 17 SCHEDULE I INFORMATION CONCERNING CERTAIN DIRECTORS, EXECUTIVE OFFICERS AND OTHER REPRESENTATIVES OF INGERSOLL-RAND AND ACQUISITION The following table sets forth the name and the present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is carried on, of (1) certain Directors and executive officers of Ingersoll-Rand and Acquisition and (2) other representatives of Ingersoll-Rand who in each case may assist the Agent in soliciting proxies from Clark stockholders. Unless otherwise indicated, the principal business address of each Director, executive officer, employee or representative of Ingersoll-Rand, and each Director or executive officer of Acquisition, named below is 200 Chestnut Ridge Road, Woodcliff, NJ 07675. DIRECTORS AND EXECUTIVE OFFICERS OF INGERSOLL-RAND AND ACQUISITION
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT - ------------------------------ ------------------------------------------------------------ James E. Perrella............. Chairman, President and Chief Executive Officer and Director of Ingersoll-Rand Thomas F. McBride............. Senior Vice President and Chief Financial Officer of Ingersoll-Rand; President and Director of Acquisition William G. Mulligan........... Executive Vice President of Ingersoll-Rand; Director of Acquisition J. Frank Travis............... Executive Vice President of Ingersoll-Rand William J. Armstrong.......... Vice President and Treasurer of Ingersoll-Rand; Treasurer of Acquisition Patricia Nachtigal............ Vice President and General Counsel of Ingersoll-Rand; Vice President, Assistant Secretary and Director of Acquisition Ronald G. Heller.............. Secretary and Assistant General Counsel of Ingersoll-Rand; Secretary of Acquisition
OTHER REPRESENTATIVES OF INGERSOLL-RAND WHO MAY ALSO ASSIST IN THE SOLICITATION OF PROXIES
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER BUSINESS ADDRESS(1) PRINCIPAL OCCUPATION OR EMPLOYMENT - ------------------------------ ------------------------------------------------------------ Jack Levy..................... Managing Director--Investment Banking Group, Merrill Lynch Paul A. Stefanick............. Director--Investment Banking Group, Merrill Lynch J. Russell Crafton............ Associate--Investment Banking Group, Merrill Lynch
- ------------ (1) The principal business address of all representatives named above is Merrill Lynch & Co., World Financial Center, North Tower, New York, NY 10281-1305. 18 SCHEDULE II SHARES HELD BY INGERSOLL-RAND, ITS DIRECTORS AND EXECUTIVE OFFICERS, OTHER REPRESENTATIVES OF INGERSOLL-RAND AND THE INGERSOLL-RAND NOMINEES AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND CLARK Ingersoll-Rand beneficially owns an aggregate of 274,200 Shares held in the name of Cede & Co. Such Shares were purchased by Ingersoll-Rand for cash in open-market transactions, as follows: NUMBER PRICE PER DATE OF SHARES SHARE - -------- --------- ------------ 2/15/95 5,000 54 1/8 10,000 54 14,600 53 7/8 2/21/95 8,000 55 2/22/95 8,400 55 1/4 5,000 55 1/8 2,000 55 2/23/95 15,000 55 3/8 5,000 55 1/4 5,000 55 1/8 5,000 55 5,000 54 7/8 2/24/95 3,200 54 7/8 5,000 54 3/4 10,000 54 5/8 5,000 54 1/2 NUMBER PRICE PER DATE OF SHARES SHARE - -------- --------- ------------ 2/27/95 5,000 54 1/2 5,000 54 3/8 30,000 54 20,300 53 7/8 2/28/95 15,000 53 7/8 10,000 53 3/4 10,000 53 5/8 10,000 53 1/2 3/1/95 20,000 54 1/4 10,000 54 1/8 3/2/95 7,600 54 1/8 5,000 54 5,000 53 7/8 10,100 53 3/4 --------- TOTAL: 274,200 William G. Mulligan, Executive Vice President of Ingersoll-Rand and a Director of Acquisition, currently owns 2,000 Shares, which he acquired more than two years ago. Mr. Mulligan sold 1,000 Shares on February 2, 1994. Thomas F. McBride, William G. Mulligan and Patricia Nachtigal have agreed to serve as the proxies on the [BLUE] Annual Meeting proxy card. Except as disclosed in this Schedule, none of Ingersoll-Rand, any of its Directors or executive officers, Acquisition, any of its Directors or executive officers, the employees or other representatives of Ingersoll-Rand named in Schedule I or the Ingersoll-Rand Nominees owns any securities of Clark or any subsidiary of Clark, beneficially or of record, has purchased or sold any of such securities within the past two years or is or was within the past year a party to any contract, arrangement or understanding with any person with respect to any such securities. Except as disclosed in this Schedule, to the best knowledge of Ingersoll-Rand, its Directors and executive officers, the employees and other representatives of Ingersoll-Rand named in Schedule I and the Ingersoll-Rand Nominees, none of their associates beneficially owns, directly or indirectly, any securities of Clark. Merrill Lynch, in the ordinary course of its business, maintains customary arrangements and effects transactions in the securities of Clark for the accounts of its customers. On March 28, 1995, as a result of its engagement by Ingersoll-Rand, Merrill Lynch restricted its proprietary and customer trading in the securities of Clark (although it may still execute program trades for customers on an unsolicited agency basis). Other than as disclosed in this Schedule and in the Proxy Statement, to the knowledge of Ingersoll-Rand, none of Ingersoll-Rand, any of its Directors or executive officers, Acquisition, any of its Directors or executive officers, the employees or other representatives of Ingersoll-Rand named in Schedule I or 19 the Ingersoll-Rand Nominees has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting. Other than as disclosed in this Schedule and in the Proxy Statement, to the knowledge of Ingersoll-Rand, none of Ingersoll-Rand, any of its Directors or executive officers, Acquisition, any of its Directors or executive officers, the employees or other representatives of Ingersoll-Rand named in Schedule I or the Ingersoll-Rand Nominees is, or has been within the past year, a party to any contract, arrangement or understanding with any person with respect to any class of securities of Clark, including but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. Other than as set forth in this Schedule and except for the Offer, to the knowledge of Ingersoll-Rand, none of Ingersoll-Rand, any of its Directors or executive officers, Acquisition, any of its Directors or executive officers, the employees or other representatives of Ingersoll-Rand named in Schedule I or the Ingersoll-Rand Nominees or any of their associates have had or will have a direct or indirect material interest in any transaction or series of similar transactions since the beginning of Ingersoll-Rand's last fiscal year or any currently proposed transactions, or series of similar transactions, to which Clark or any of its subsidiaries was or is to be a party in which the amount involved exceeds $60,000. In 1994, The Torrington Company, a wholly-owned subsidiary of Ingersoll-Rand which manufactures and sells bearings and components, had aggregate sales of $1,015,000, and Scienco, a division of a joint venture in which Ingersoll-Rand has a 51% ownership interest, and which manufactures and sells pumps, had aggregate sales of $154,000, in each case to certain of Clark's divisions and subsidiaries. In 1994, the Rock Drill, Centac and Road Machinery Divisions of Ingersoll-Rand, together with Ingersoll-Rand's indirect wholly-owned subsidiary ABG Allgemeine Baumaschinen-Gesellschaft mbH, made aggregate purchases of $1,686,000 from divisions of Clark which manufacture and sell axles and related components. Such divisions, subsidiaries and affiliates of Ingersoll-Rand may continue to engage in similar sales and purchases with such divisions and subsidiaries of Clark in comparable amounts from time to time. Ingersoll-Rand has agreed to indemnify each of the Ingersoll-Rand Nominees against any expenses (including legal fees) and liabilities arising out of participation in the proxy solicitation. Other than as set forth in this Schedule and in the Proxy Statement, to the knowledge of Ingersoll-Rand, none of Ingersoll-Rand, any of its Directors or executive officers, Acquisition, any of its Directors or executive officers, the employees or other representatives of Ingersoll-Rand named in Schedule I or the Ingersoll-Rand Nominees, or any of their associates, has any arrangements or understandings with any person or persons with respect to any future employment by Clark or its affiliates or with respect to any future transactions to which Clark or any of its affiliates will or may be a party. To the knowledge of Ingersoll-Rand, no occupation or employment was carried on by any of the Ingersoll-Rand Nominees with Clark or any corporation or organization which is or was a subsidiary or other affiliate of Clark and none of the Ingersoll-Rand Nominees has ever served on the Clark Board. 20 IMPORTANT Your proxy is important. No matter how many Shares you own, please give Ingersoll-Rand your proxy FOR the election of the Ingersoll-Rand Nominees by: MARKING the enclosed [BLUE] Annual Meeting proxy card, SIGNING the enclosed [BLUE] Annual Meeting proxy card, DATING the enclosed [BLUE] Annual Meeting proxy card and MAILING the enclosed [BLUE] Annual Meeting proxy card TODAY in the envelope provided (no postage is required if mailed in the United States). If you have already submitted a proxy to Clark for the Annual Meeting, you may change your vote to a vote FOR the election of the Ingersoll-Rand Nominees by marking, signing, dating and returning the enclosed [BLUE] proxy card for the Annual Meeting, which must be dated after any proxy you may have submitted to Clark. Only your latest dated proxy for the Annual Meeting will count at such meeting. If you have any questions or require any additional information concerning this Proxy Statement or the proposal by Ingersoll-Rand to acquire Clark, please contact Georgeson & Company Inc. at the address set forth below. IF ANY OF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION, ONLY IT CAN VOTE SUCH SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE THE [BLUE] ANNUAL MEETING PROXY CARD. GEORGESON & COMPANY INC. WALL STREET PLAZA NEW YORK, NEW YORK 10005 (212) 440-9800 (CALL COLLECT) OR CALL TOLL FREE (800) 223-2064 21 PRELIMINARY COPIES CLARK EQUIPMENT COMPANY ANNUAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED BY INGERSOLL-RAND COMPANY The undersigned stockholder of Clark Equipment Company hereby appoints each of Thomas F. McBride, William G. Mulligan and Patricia Nachtigal and each of them with full power of substitution, for and in the name of the undersigned, to represent and to vote, as designated below, all shares of common stock of Clark Equipment Company that the undersigned is entitled to vote if personally present at the 1995 Annual Meeting of Stockholders of Clark Equipment Company, and at any adjournment thereof. The undersigned hereby revokes any previous proxies with respect to the matters covered by this Proxy. INGERSOLL-RAND COMPANY RECOMMENDS A VOTE FOR PROPOSAL 1. (Please mark each proposal with an "X" in the appropriate box) 1. ELECTION OF DIRECTORS: Election of Robert N. Flint, Clyde H. Folley, William G. Kuhns, Donald E. Lowe, Allan D. Nichols, Donald E. Procknow and Willis A. Strauss as Directors whose terms expire in 1996. FOR ALL NOMINEES WITHHOLD AUTHORITY (EXCEPT AS MARKED BELOW) / / FOR ALL NOMINEES / / (INSTRUCTION: To withhold authority to vote for one or more nominees, mark FOR above and print the name(s) of the person(s) with respect to whom you wish to withhold authority to vote in the space provided below.) ............................................................................... 2. APPOINTMENT OF PRICE WATERHOUSE LLP AS 1995 INDEPENDENT ACCOUNTANTS FOR / / AGAINST / / ABSTAIN / / 3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF, IF SUCH OTHER BUSINESS ADVERSELY AFFECTS INGERSOLL-RAND COMPANY. (Continued on other side) (Continued from other side) PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE PROVIDED. This Proxy, when properly executed, will be voted in the manner marked herein by the undersigned stockholder. IF NO MARKING IS MADE, THIS PROXY WILL BE DEEMED TO BE A DIRECTION TO VOTE FOR PROPOSAL 1 AND TO ABSTAIN FROM VOTING ON PROPOSAL 2. PLEASE DATE AND SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS HEREON. ................................ (Signature) ................................ (Signature if jointly held) ................................ (Title) Dated............................ TO VOTE IN ACCORDANCE WITH THE INGERSOLL-RAND COMPANY'S When shares are held by joint tenants, both RECOMMENDATION, JUST SIGN AND DATE THIS PROXY; NO BOXES should sign. When signing as attorney-in-fact, NEED TO BE CHECKED. executor, administrator, trustee, guardian, corporate officer or partner, please give full title as such. If a corporation, please sign in corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.
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