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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 17, 2000
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CLARK Material Handling Company
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-18957 61-1312827
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
172 Trade Street, Lexington, Kentucky 40511
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (606) 288-1200
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(Former Name or Address, if Changed Since Last Report)
(Page 1 of 6 Pages)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On April 17, 2000, CLARK Material Handling Company (the "Company") and
two of its wholly-owned subsidiaries, Blue Giant Corporation ("Blue Giant") and
Hydrolectric Lift Trucks, Inc. ("HLT" and together with Blue Giant and the
Company, the "Companies") filed voluntary petitions for relief under Chapter 11
of the U.S. Bankruptcy Code with the United States Bankruptcy Court for the
District of Delaware (the "Court") (case no. 00-1730 (SLR)).
At a hearing held on April 17, 2000, the Court entered a number of
routine first day orders with respect to certain procedure matters and with
respect to the matters necessary to allow the Companies to continue various
ordinary course transactions relating to their businesses. Among other things,
the Court granted the Companies authority to pay employees, to continue employee
benefits, to pay certain critical vendors, to retain professionals and to assure
utility companies assurance of payment for future utility services. The Court
also approved, on an interim basis, a debtor-in-possession financing facility
(the "DIP" Facility) to be provided by Congress Financial Corporation, the
Company's pre-petition lender. The DIP Facility provides for interim financing
of up to $45 million (subject to meeting certain availability requirements),
including a $3 million term loan. The DIP Facility is secured by all assets of
the Company and Blue Giant. If approved at the financial hearing on the DIP
Facility, the DIP Facility will provide for up to $50 million in financing
(subject to meeting certain availability requirements) including up to a $9
million term loan. The final hearing on the DIP Facility is scheduled for May 4,
2000.
ITEM 5. OTHER EVENTS
On April 17, 2000, the Company issued the press release attached hereto
as Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS. The following exhibits are filed with this report:
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EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release, dated April 17, 2000, issued by CLARK Material
Handling Company.
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(Page 2 of 6 Pages)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CLARK Material Handling Company
Date: April 18, 2000 By: /S/ DOUGLAS P. BENNETT
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Name: Douglas P. Bennett
Title: Vice President Finance and
Chief Financial Officer
(Page 3 of 6 Pages)
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INDEX TO EXHIBITS
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EXHIBIT NUMBER DESCRIPTION PAGE
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99.1 Press Release, dated April 17, 2000, issued by 5
CLARK Material Handling Company.
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(Page 4 of 6 Pages)
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CLARK
THE FORKLIFT.
APRIL 17, 2000
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ANNOUNCEMENT
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CLARK MATERIAL HANDLING COMPANY FILES
FOR CHAPTER 11 REORGANIZATION
LEXINGTON, KY -- APRIL 17, 2000 -- In light of the ongoing adverse impact of
CLARK Material Handling Company's high cost structure and leveraged capital
position on the Company's operations, CLARK Material Handling Company today
announced that it is implementing a series of actions designed to address
these issues. CLARK and certain of its U.S. based subsidiaries have filed
today voluntary petitions for reorganization under Chapter 11 of the
Bankruptcy Code. Under the protection of Chapter 11 CLARK will now be in a
position to have the time and opportunity to reorganize around its strengths
so that it can continue as a leader in its markets worldwide.
CLARK also announced that it is shifting production and assembly of its
forklift trucks from its Lexington, Kentucky plant to its facilities in
Korea, Germany and Alabama in order to consolidate its manufacturing
operations. In North America, the Company will maintain its world
headquarters in Lexington as well as its parts business and its Sales and
Marketing Group which supports its North American operations.
Dr. Martin M. Dorio, Jr., Chairman and Chief Executive Officer stated, "CLARK
will continue to provide high quality products, parts and services to its
dealers and customers. Within this context, CLARK has received commitments
for debtor in possesssion financing of up to $45 million. The filing of
Chapter 11 enables CLARK to cease interest payments on certain of its debt,
including its publicly traded bonds, and affords CLARK time to work out a
plan for restructuring and repaying its debt, while having protection from
creditor and other lawsuits. We are confident that the consolidation will
better enable us to provide dealers and our mutual customers with the
outstanding quality they have come to expect from us at a competitive price."
"For CLARK's U.S. operations to have the opportunity to return to
profitability, the consolidation is a necessary part of the process. We can
lower our cost structure and reduce over capacity by closing the Lexington,
KY plant. The Lexington plant's production and assembly of forklift trucks
will shift to CLARK facilities in Korea, Germany, and Alabama. Specifically,
the state-of-the-art facility in Korea will now produce CLARK's lines of high
volume three and four wheel electric lift trucks. In Germany, where the
Company produces electric and internal combustion lift trucks, CLARK will now
also produce its pneumatic and cushion lines of four to seven ton internal
combustion forklift trucks. In Alabama, where the Company produces hand and
electric pallet trucks and tow tractors, CLARK will now also produce its ESM
and NPR lines of reach trucks. Production of CLARK's large internal
combustion and electric trucks will be outsourced to equally high quality
manufacturers. The Kentucky plant will remain in operation through the
remainder of this year."
(Page 5 of 6 Pages)
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"The decision to close our Lexington facility, where we have deep roots and
so many valued employees, is exceedingly painful. It is, however, absolutely
necessary in light of our current over capacity, which translates into an
unprofitably high cost structure. We simply could not continue operating as
we have been."
"The closing of the Lexington plant is not a reflection on the capabilities
and dedication of the employees that will be affected. Unfortunately,
operating as we have been is no longer a competitive business model. We are
making every effort to minimize the change on these employees and are
heartened by the fact that the Lexington community is in the midst of strong
economic growth."
"CLARK Material Handling Company has many strengths on which to build a solid
plan of reorganization for its U.S. operations. We have a leading brand name.
We have a well-positioned global organization. We have a strong management
team. And we have a strong and knowledgeable network of independent dealers
that we expect will continue to support our mutual customers."
"We beleive that with today's action, and the protection afforded by Chapter
11, together with the support of our employees, suppliers, creditors, dealers
and customers, a successful reorganization plan can be developed and
implemented to enable CLARK to emerge from this process as a financially
healthy organization," Dr. Dorio stated.
The Chapter 11 petitions for relief were filed in Delaware.
In addition to CLARK Material Handling Company, the U.S. operating
subsidiaries included under the filing are Blue Giant Corporation and
Hydrolectric Lift Trucks, Inc.
Contact Information: Bonnie Otto @ 606-367-4001
Robert D. Siegfried, Kekst and Company -- 212-521-4832
(Page 6 of 6 Pages)
