SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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): February 3, 1995
CLARK EQUIPMENT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-5646 38-0425350
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification Number)
100 North Michigan Street
P. O. Box 7008
South Bend, Indiana
(Address of principal 46634
executive offices) (Zip Code)
Registrant's telephone number (219) 239-0100
including area code
Total Number of Pages: 6
Exhibit Index at Page: 3
-1-
<PAGE>
ITEM 5. OTHER EVENTS
On February 3, 1995, Registrant issued two press releases. In the first
press release, Registrant announced that it had signed a merger agreement
with Club Car, Inc. providing for the acquisition by Registrant of all of
the outstanding shares of Club Car, Inc. for a cash price of $25.00 per
share, or a purchase price of approximately $237 million. In the second
press release, the Registrant announced that its Board of Directors has
authorized the Registrant to purchase up to three million shares of its
common stock. Copies of these press releases are attached as Exhibit
(99)(a) and Exhibit (99)(b) respectively and incorporated in this Item by
reference. The press releases contain certain forward-looking statements
about Registrant as defined in paragraph (c) of Rule 3B-6, "Liability for
Certain Statements by Issuers" issued pursuant to the Securities Exchange
Act of 1934. The forward-looking statements of Registrant published in the
press releases are reaffirmed hereby.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit (99)(a) - Registrant's press release regarding its execution of a
merger agreement with Club Car, Inc. issued on February 3, 1995.
Exhibit (99)(b) - Registrant's press release regarding the authorization by
its Board of Directors to purchase up to three million shares of its common
stock issued on February 3, 1995.
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 EQUIPMENT COMPANY
/s/ John J. Moran, Jr.
John J. Moran, Jr.
Assistant Secretary
Date: February 3, 1995
-2-
<PAGE>
<PAGE>
EXHIBIT LIST AND INDEX
Filed Herewith Unless
Exhibit Description Otherwise Indicated
(99)(a) Registrant's Press Release Page 4
regarding its execution of a
merger agreement with Club
Car, Inc. issued on
February 3, 1995.
(99)(b) Registrant's Press Release Page 6
regarding the authorization
by its Board of Directors to
purchase up to three million
shares of its common stock
issued on February 3, 1995.
-3-
EXHIBIT (99)(a)
Clark Equipment Company
100 North Michigan St.
P.O. Box 7008
South Bend, Indiana 46634
NEWS RELEASE
Contact: Joe Fimbianti Release Date: Immediate
219-239-0176
CLARK EQUIPMENT AGREES TO PURCHASE CLUB CAR, INC.
SOUTH BEND, INDIANA, February 3, 1995 -- Clark Equipment Company
(NYSE: CKL) and Club Car, Inc. (NASDAQ: CLBC) of Augusta,
Georgia, today jointly announced that they had signed a merger
agreement providing for Clark to acquire all of the outstanding
shares of Club Car for a cash price of $25.00 per share, or a
purchase price of approximately $237 million.
Club Car is currently one of the largest manufacturers of golf
cars and light utility vehicles in the world. The company
maintains a worldwide distribution network of more than 300
distributors, dealers, direct sales offices and branches. Club
Car has enjoyed substantial sales growth in recent years due to
the increased popularity of golf, its ability to produce high
quality innovative vehicles, and its expansion into overseas
markets. Club Car's sales in fiscal 1994 were $186 million, and
it has approximately 775 employees.
In announcing the agreement, Leo J. McKernan, Clark chairman,
president and chief executive officer, said, "Club Car is a
strong, successful company with a new-golf-car market share of
approximately 35 percent in North America. Its combination of
high quality products and technological market leadership has
driven sales growth at a compound annual rate of nearly 18
percent for the past 15 years."
George Inman, Club Car's chief executive officer, said, "We
believe that Clark and Club Car are an excellent fit. We expect
to benefit from Clark's considerable expertise in manufacturing,
distribution and overseas marketing."
Under the terms of the merger agreement, a subsidiary of Clark
will promptly commence a cash tender offer for all outstanding
common shares of Club Car at a price of $25.00 per share, net in
cash. Shares not purchased in the tender offer will be acquired
in a subsequent merger at $25.00 per share as soon as practicable
after the completion of the tender offer. Clark also entered into
an agreement with holders of approximately 28 percent of Club
Car's common stock, including certain investment funds which are
affiliates of Kelso & Company, Inc., who have agreed to tender
their shares to Clark.
-4-
<PAGE>
In closing, Mr. McKernan said, "Club car meets our stringent
strategic acquisition criteria. While we do not expect the
acquisition to have a material effect on Clark's 1995 earnings,
we believe it will improve our 1996 results and add significant
shareholder value in the years to come."
Clark Equipment Company's core businesses design, manufacture and
sell skid-steer loaders, highway paving and construction
equipment, and axles and transmissions for off-highway equipment.
-5-
EXHIBIT (99)(b)
Clark Equipment Company
100 North Michigan St.
P.O. Box 7008
South Bend, Indiana 46634
NEWS RELEASE
Contact: Joe Fimbianti Release Date: Immediate
219-239-0176
CLARK EQUIPMENT BOARD AUTHORIZES
SHARE REPURCHASE PROGRAM
SOUTH BEND, INDIANA, February 3, 1995 -- Clark Equipment Company (NYSE: CKL)
announced today that its Board of Directors authorized the company to purchase
up to three million shares of the company's common stock. The announcement was
made by Leo J. McKernan, Clark chairman, president and chief executive officer.
In making the announcement, Mr. McKernan said, "With the proceeds of the VME
offering, Clark's capitalization is likely to exceed our immediate needs for our
previously announced acquisition program. The repurchase program gives us the
ability to reduce our capitalization to reasonable levels and, in so doing,
provide added liquidity for our shareholders. It also permits us to buy our own
shares at favorable prices when the opportunity arises."
Clark Equipment Company's core businesses design, manufacture and sell
skid-steer loaders, highway paving and construction equipment, and axles and
transmissions for off-highway equipment.
-6-
