<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee required]
For the fiscal year ended December 31, 1993
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [No fee
required]
For the transition period from _______________
to ______________
Commission File Number: 1-5646
Full title of the Plan and address of the Plan,
if different from that of the issuer named below:
CLARK SAVINGS AND INVESTMENT PLAN
Name of the issuer of the securities held
pursuant to the Plan and the address of
its principal executive office:
CLARK EQUIPMENT COMPANY
100 North Michigan Street
P. O. Box 7008
South Bend, Indiana 46634
Total Number of Pages: 14
Exhibit Index at Page: 13
-1-<PAGE>
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Attached hereto are the financial statements and schedules for the Clark
Savings and Investment Plan ("Plan") prepared in accordance with the
financial reporting requirements of the Employee Retirement Income
Security Act of 1974.
Exhibits
(24) Consent of Price Waterhouse
************************************************************
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
CLARK SAVINGS AND INVESTMENT PLAN
By /s/ Dennis D. Beehler
Dennis D. Beehler
Member, Administrative Committee
By /s/ Nancy L. Boose
Nancy L. Boose
Member, Administrative Committee
By /s/ Virginia A. Hippenmeyer
Virginia A. Hippenmeyer
Member, Administrative Committee
By /s/ Richard J. Rosenthal
Richard J. Rosenthal
Member, Administrative Committee
By /s/ Robert D. Johnson
Robert D. Johnson
Member, Administrative Committee
Date: June 30, 1994
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Clark Savings and
Investment Plan
Financial Statements
December 31, 1993 and 1992
3<PAGE>
<PAGE>
Report of Independent Accountants
To the Participants and Administrator
of the Clark Savings and Investment Plan
In our opinion, the accompanying statement of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets
available for benefits of the Clark Savings and Investment Plan at
December 31, 1993 and 1992, and the changes in net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion
expressed above.
/s/ Price Waterhouse
South Bend, Indiana
June 24, 1994
4<PAGE>
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CLARK SAVINGS AND INVESTMENT PLAN
Statement of Net Assets Available for Benefits
Net assets available for benefits at December 31,
<TABLE>
<CAPTION>
Fund A Fund B Fund C Total
1993 1992 1993 1992 1993 1992 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Plan's undivided
interest in the Clark
Equipment Company
Master Trust for
Individual Account
Plans (Notes 3 and 7) $59,503,886 $54,056,735 $9,310,729 $8,816,525 $25,880,195 $13,890,607 $94,694,810 $76,763,867
Net assets available
for benefits $59,503,886 $54,056,735 $9,310,729 $8,816,525 $25,880,195 $13,890,607 $94,694,810 $76,763,867
The accompanying notes are an integral part of these financial statements.
</TABLE>
5<PAGE>
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CLARK SAVINGS AND INVESTMENT PLAN
Statement of Net Assets Available for Benefits
For the years ended December 31,
<TABLE>
<CAPTION>
Fund A Fund B Fund C Total
1993 1992 1993 1992 1993 1992 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Plan's undivided interest
in investment income
of the Clark Equipment
Company Master Trust for
Individual Account Plans
(Note 7) $4,402,780 $4,508,466 $884,065 $683,256 $20,034,509 $(2,300,779) $25,321,354 $2,890,943
Contributions (Note 4):
Employee 2,936,793 3,531,969 626,490 801,548 161,773 164,491 3,725,056 4,498,008
Employer 1,217,049 1,465,556 1,217,049 1,465,556
2,936,793 3,531,969 626,490 801,548 1,378,822 1,630,047 4,942,105 5,963,564
Total additions 7,339,573 8,040,435 1,510,555 1,484,804 21,413,331 (670,732) 30,263,459 8,854,507
Interfund transfers 6,385,306 (4,651,020) 314,043 1,455,680 (6,699,349) 3,195,340 - -
Distributions to
participants (8,277,728) (7,213,761)(1,330,394)(1,733,481) (2,724,394) (2,501,277) (12,332,516) (11,448,519)
Net increase (decrease) 5,447,151 (3,824,346) 494,204 1,207,003 11,989,588 23,331 17,930,943 (2,594,012)
Net assets available
for benefits:
Beginning of year 54,056,735 57,881,081 8,816,525 7,609,522 13,890,607 13,867,276 76,763,867 79,357,879
End of year $59,503,886 $54,056,735 $9,310,729 $8,816,525 $25,880,195 $13,890,607 $94,694,810 $76,763,867
The accompanying notes are an integral part of these financial statements.
6
/TABLE
<PAGE>
<PAGE> CLARK SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
1. Description of the Plan
General...The Clark Savings and Investment Plan (the "Plan"), as
amended,is administered by a committee appointed by the Board of Directors
of Clark Equipment Company (the "Company") for the benefit of eligible
employees.
Participation...All full-time U.S. employees of the Company and its
subsidiaries, except employees covered under a separate plan or employees
whose terms and conditions of employment are governed by a collective
bargaining agreement which does not by its terms specify coverage under
the Plan, are eligible to participate in the Plan upon completion of at
least one year of service as defined in the Plan.
Contributions...Eligible employees electing to participate in the Plan may
make monthly basic contributions of from 1% to 6% of their base pay, as
defined by the Plan, and may also make additional monthly contributions of
from 1% to 10% of their base pay. Annual employee contributions are
subject to limitations imposed by the Internal Revenue Service.
The Company makes monthly contributions to the Plan equivalent to 50% of
the amount of the basic contributions made by participating employees.
Vesting...Participants are immediately vested in 100% of all Company
contributions.
Participant-directed investment programs...Participating employees must
elect to allocate their contributions to either (a) a fixed income fund
under a group annuity contract (Fund A), (b) an equity fund which invests
in equity securities (Fund B), (c) a Clark Equipment Company common stock
fund (Fund C), or (d) any two or all three funds in any combination in 25%
increments. There were 1,221 and 1,395 employees participating in the
Plan at December 31, 1993 and 1992, respectively. The
participant-directed allocation of deposits or contributions by investment
fund as of December 31 for each year is as follows:
100% to 25% or more to
********************** ***************************
Funds Funds Funds Funds
Fund A Fund B Fund C A & B A & C B & C A&B&C Total
1993 879 68 13 215 25 1 20 1,221
1992 999 66 34 228 34 6 28 1,395
Borrowings...The Plan allows participants the option of borrowing against
their available fund balances (excluding company-matched contributions).
The principal amount of any participant loan, at origination or renewal,
shall not be less than $500 and the maximum loan amount shall not exceed
the lesser of 50% of the vested portion of the Participant's fund balances
or $50,000. The $50,000 maximum loan amount, however, is reduced by the
highest outstanding loan balance of the preceding year.
Participants are required to repay loans in monthly installments over the
term of the loan. Routine loans have terms ranging from one to five
years, while certain conditions such as the purchase of a home
occasionally result in loan terms in excess of five years. The interest
rate associated with each participant loan is fixed by the Harris Trust
and Savings Bank prime rate, as of the effective date of each loan, plus
one percentage point. The loan rates were 6.5% and 7% at December 31,
1993 and 1992, respectively.
7<PAGE>
<PAGE>
CLARK SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
Distributions...Distributions of participant account balances occur upon
termination of employment, retirement, disability or death. Participants
have the option to defer the distribution of benefits. However, the
participants are prohibited from making contributions during the deferral
period.
Federal Income Tax Status...The plan administrator was advised by the
Internal Revenue Service on September 28, 1992 that the Plan as amended
through November 26, 1991 constitutes a qualified plan under the
appropriate sections of the Internal Revenue Code (IRC),and is therefore
not subject to Federal Income Tax. The Plan has been amended since
receiving the determination letter. However, the plan administrator and
the plan's tax counsel believe that the plan is designed and is currently
being operated in compliance with the applicable requirements of the IRC.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
Plan Termination...Although the Company has not expressed any intent to do
so, the Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
2. Accounting Policies
Basis of Accounting
The accounts of the Plan are maintained on the accrual basis of
accounting.
Investments
Investments in equity securities are stated at quoted market value.
Investments in group annuity contracts are stated at contract value. Net
unrealized appreciation or depreciation for the period is reflected in the
statement of changes in net assets available for benefits. Realized gains
or losses on sales of investments are recorded as the difference between
proceeds received and cost. Cost is determined on the average cost
method. Purchases of investments are recorded on the settlement date.
Expenses
The majority of all Plan expenses is paid by the Plan's administrator,
Clark Equipment Company. A portion of the expenses associated with the
Metropolitan Life Insurance Company group annuity contract, however, is
paid directly by participants of the Plan in the form of reduced fixed
income earnings.
3. Investment Valuation
Fund A
The primary asset of this fund is a group annuity contract held by The
Metropolitan Life Insurance Company and is carried at contract value
(represented by deposits received and interest credited, reduced by funds
transferred and funds disbursed to participants). Interest rates credited
to the fund were 8.00% in 1993 and 8.15% in 1992.
8<PAGE>
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CLARK SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
Fund B
The primary assets of Fund B were invested as follows:
Market
Cost value
Description Units per unit per unit
Harris Bank Collective
Investment Funds - Index Fund:
1993 9,175 $610.58 $949.75
1992 9,422 $559.82 $863.31
Fund C
The primary assets of Fund C were invested as follows:
Market
Cost value
Description Shares per unit per unit
Clark Equipment Company
Common Stock:
1993 492,586 $26.25 $52.38
1992 701,551 $26.25 $19.50
4. Employer and Employee Contributions
Employer contributions to the Plan represent 50% of participants' basic
contributions and are invested in Fund C.
5. Sale of Clark Material Handling Company
On July 31, 1992, the Company sold its lift truck operation, Clark
Material Handling Company (CMHC). Approximately $6.2 million of
distributions were made to CMHC participants during the 1992 plan year.
9<PAGE>
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CLARK SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
6. Subsequent Events
Effective January 1, 1994, the investment options of the Plan were
expanded. Funds A and C remain essentially unchanged, while Fund B is
replaced with three funds new to the Plan. The three additional funds are
the Putnam Vista Fund, the Putnam S&P 500 Index Fund, and The George
Putnam Fund of Boston. Effective July 1, 1994, the Putnam Global Growth
Fund will be added to the Plan.
Effective January 1, 1994, employer contributions are invested in the same
funds and in the proportions as the participant contributions. Starting
in January, 1994, participants may transfer up to 15% per month of their
December 31, 1993, investment in Fund C to other funds of the Plan.
Starting in May, 1994, participants may transfer 15% of their Fund C
holdings in the first half of each month and another 15% in the second
half of each month.
Also effective January 1, 1994, participants may allocate their accounts
between the funds in 5% increments and may change these allocations on a
daily basis.
7. Investment in Master Trust
The undesignated assets of three of the Company's separate pension plans
(Clark Savings and Investment Plan, Melroe Savings and Investment Plan and
Chicago Midwest Savings and Investment Plan) are included in the Clark
Equipment Company Master Trust for Individual Account Plans. The Trustee
maintains separate accounting of all contributions, distributions
and income and expenses received by the Trust. Each pension plan has an
undivided interestin the assets of the Trust.
On the following pages is a summary of the master trust financial
information.
10<PAGE>
<PAGE>
CLARK SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
(Note 7 continued)
Net Assets Available for Benefits at December 31,
<TABLE>
<CAPTION>
Fund A Fund B Fund C Total
1993 1992 1993 1992 1993 1992 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Cash $ 1 $3,672 $131,782 $247,852 $171,851 $224,504 $303,634 $476,028
Harris Bank
Collective Investment
Funds - Index Fund,
at market (cost
$5,965,173 and
$5,440,848) 9,103,396 8,308,511 9,103,396 8,308,511
Metropolitan Life
Insurance Company
under a group annuity
contract, at contract
value 58,406,186 52,303,510 58,406,186 52,303,510
Clark Equipment
Company-Common
Stock, at market
(cost $13,714,785
and $18,828,362) 27,308,954 14,037,368 27,308,954 14,037,368
Transfer receivable
(payable) 8,300 (8,300)
Employee loans
receivable 2,976,670 2,889,671 511,857 506,599 92,964 174,286 3,581,491 3,570,556
Total assets 61,391,157 55,196,853 9,747,035 9,062,962 27,565,469 14,436,158 98,703,661 78,695,973
Liabilities
Distributions payable 264,386 57,399 55,813 377,598
Due to broker 171,508 130,295 171,508 130,295
Total liabilities 264,386 57,399 171,508 186,108 171,508 507,893
Net assets available
for benefits $61,391,157 $54,932,467 $9,747,035 $9,005,563 $27,393,961 $14,250,050 $98,532,153 $78,188,080
11
</TABLE> <PAGE>
<PAGE>
CLARK SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
(Note 7 continued)
<TABLE>
Statement of Changes in Net Assets Available for Benefits for the Years Ended December 31,
<CAPTION> Fund A Fund B Fund C Total
1993 1992 1993 1992 1993 1992 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Interest $4,290,740 $4,284,559 $ 2,302 $ 2,881 $ 3,333 $ 5,597 $4,296,375 $4,293,037
Employee loan interest 230,525 261,971 39,478 42,001 13,275 13,491 283,278 317,463
Collective investment
fund income 256,298 251,883 256,298 251,883
Other, primarily realized
gains (losses) (3,165) (939) 342,625 378,943 2,417,097 (101,618) 2,756,557 276,386
4,518,100 4,545,591 640,703 675,708 2,433,705 (82,530) 7,592,508 5,138,769
Unrealized appreciation
(depreciation):
Balance, beginning of year 2,867,664 2,848,356 (4,790,994) (2,517,943) (1,923,330) 330,413
Balance, end of year 3,138,223 2,867,664 13,594,169 (4,790,994) 16,732,392 (1,923,330)
Change for year 270,559 19,308 18,385,163 (2,273,051) 18,655,722 (2,253,743)
Contributions:
Employee 3,719,123 4,134,512 849,485 968,406 181,063 182,389 4,749,671 5,285,307
Employer 109,159 112,383 1,593,517 1,776,430 1,702,676 1,888,813
Total additions 3,828,282 4,246,895 849,485 968,406 1,774,580 1,958,819 6,452,347 7,174,120
Deductions from net
assets attributed to:
Distributions to
employees (8,293,553) (7,220,439)(1,333,087) (1,733,497) (2,729,864) (2,503,343)(12,356,504) (11,457,279)
Interfund transfers 6,405,861 (4,656,203) 313,812 1,450,388 (6,719,673) 3,205,815
Total deductions (1,887,692)(11,876,642)(1,019,275) (283,109) (9,449,537) 702,472 (12,356,504) (11,457,279)
Net increase (decrease) 6,458,690 (3,084,156) 741,472 1,380,313 13,143,911 305,710 20,344,073 (1,398,133)
Net assets available for benefits:
Beginning of year 54,932,467 58,016,623 9,005,563 7,625,250 14,250,050 13,944,340 78,188,080 79,586,213
End of year $61,391,157 $54,932,467 $9,747,035 $9,005,563 $27,393,961 $14,250,050 $98,532,153 $78,188,080
12
/TABLE
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Description Page at Which Filed
(24) Consent of Price Waterhouse 14
13
<PAGE>
<PAGE> Exhibit (24)
Price Waterhouse 202 South Michigan Street Telephone 219 233 8261
P.O. Box 47
South Bend, IN 46624
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-28226, 2-99369, 2-77136, and 2-61096) of
our report dated June 24, 1994, which report is included in the Financial
Statements for the Clark Savings and Investment Plan for the year ended
December 31, 1993, which are filed along with the Form 11-K to which this
consent is attached as an exhibit.
/s/ Price Waterhouse
Price Waterhouse
South Bend, Indiana
June 28, 1994
14
