SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
SCHEDULE 14D-9
(Amendment No. 6)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
__________________________
CLARK EQUIPMENT COMPANY
(Name of Subject Company)
CLARK EQUIPMENT COMPANY
(Name of Person(s) Filing Statement)
Common Stock, Par Value $7.50 Per Share
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
181396 10 2
(CUSIP Number of Class of Securities)
Bernard D. Henely, Esq.
Vice President, General Counsel and Secretary
Clark Equipment Company
100 North Michigan Street
South Bend, Indiana 46634
(219) 239-0100
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of the person(s) filing statement)
Copy to:
William F. Wynne, Jr., Esq.
White & Case
1155 Avenue Of The Americas
New York, New York 10036
(212) 819-8200
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This Amendment No. 6 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 dated April 12, 1995 (the "Schedule 14D-9"), of
Clark Equipment Company, a Delaware corporation (the "Company") filed in
connection with the tender offer made by CEC Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly-owned subsidiary of Ingersoll-
Rand, a New Jersey corporation ("Ingersoll-Rand") to purchase all of the
outstanding shares of Common Stock, $7.50 par value (the "Common Stock"),
and the associated preferred stock purchase rights (the "Rights" and,
together with the Common Stock, the "Shares") issued pursuant to the Rights
Agreement dated March 10, 1987, as amended and restated as of August 14,
1990, and as amended as of April 10, 1995 (the "Rights Agreement") between
the Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights
Agent"). Capitalized terms used herein shall have the definitions set
forth in the Schedule 14D-9 unless otherwise provided herein.
Item 8. Additional Information to be Furnished.
Item 8 is hereby amended and supplemented by adding thereto the
following:
On May 15, 1995, Ingersoll-Rand issued a press release announcing that
it has sold the assets of its domestic Paving Equipment Business to
Champion Road Machinery Limited of Canada. The full text of the press
release is set forth in Exhibit 23 and is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding thereto the
following:
Exhibit 23 -- Press release issued by Ingersoll-Rand on May 15, 1995.
-2-
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete
and correct.
CLARK EQUIPMENT COMPANY
By: /s/ Bernard D. Henely
---------------------------
Name: Bernard D. Henely
Title: Vice President and
General Counsel
Dated: May 15, 1995
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EXHIBIT INDEX
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Exhibit No. Description
__________ __________
23 Press release issued by Ingersoll-Rand on May 15, 1995.
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EXHIBIT 23
INGERSOLL-RAND SELLS ITS PAVING EQUIPMENT BUSINESS
Woodcliff Lake, New Jersey (May 15, 1995) -- Ingersoll-Rand Company
today announced that it has sold its domestic Paving Equipment Business to
Champion Road Machinery Limited of Canada. Ingersoll-Rand informed the
Department of Justice of such transaction and is submitting the relevant
documents to the Justice Department in connection with its review of
Ingersoll-Rand's purchase of all of the outstanding common shares of Clark
Equipment Company.
As previously announced, Ingersoll-Rand's tender offer for shares of
Clark is scheduled to expire at 5:00 P.M. New York City time on Friday, May
19, 1995.
