SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
SCHEDULE 14D-9
(Amendment No. 5)
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. 5 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 12, 1995, Ingersoll-Rand issued a press release announcing that it
has extended the period during which the Offer will remain open to 5:00 P.M.,
New York City time, on Friday, May 19, 1995. In its press release, Ingersoll-
Rand announced that it is engaged in serious negotiations with a prospective
purchaser of the assets of its domestic Paving Equipment Business. The full
text of the press release is set forth in Exhibit 22 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 22 -- Press release issued by Ingersoll-Rand on May 12, 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 12, 1995
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EXHIBIT INDEX
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Exhibit No. Description
__________ __________
22 Press release issued by Ingersoll-Rand on May 12, 1995.
EXHIBIT 22
INGERSOLL-RAND EXTENDS TENDER OFFER
THROUGH MAY 19, 1995
Woodcliff Lake, New Jersey (MAY 12, 1995) --
Ingersoll-Rand Company today announced that it has extended
the period during which its tender offer for shares of
Clark Equipment Company common stock will remain open to
5:00 P.M., New York City time, on Friday, May 19, 1995.
The extension of the tender offer has been made in order to
allow additional time for the completion of the review of
the transaction by the Antitrust Division of the Justice
Department.
Ingersoll-Rand also announced today that it is engaged
in serious negotiations with a prospective purchaser of the
assets of its domestic Paving Equipment Business.
Ingersoll-Rand has been engaging in discussions with the
Justice Department and believes that the sale of this
Paving Equipment Business will eliminate the one area of
overlap between the businesses of Clark and Ingersoll-Rand.
At the close of business on May 11, 1995,
approximately 7,058,000 shares of Clark common stock had
been validly tendered in connection with the offer.
