SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
SCHEDULE 14D-9
(Amendment No. 7)
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. 7 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 19, 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 Thursday, May 25, 1995. Accordingly, the Expiration
Date shall be 5:00 P.M. on Thursday, May 25, 1995 unless the Offer is further
extended. The full text of the press release is set forth in Exhibit 24 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 24 -- Press release issued by Ingersoll-Rand on May 19, 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 19, 1995
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EXHIBIT INDEX
-------------
Exhibit No. Description
__________ __________
24 Press release issued by Ingersoll-Rand on May 19, 1995.
EXHIBIT 24
INGERSOLL-RAND EXTENDS TENDER OFFER
THROUGH MAY 25, 1995
Woodcliff Lake, New Jersey (May 19, 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 Thursday, May 25, 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 Company announced earlier this week
that it has sold its domestic paving equipment business
which it believes eliminates the one area of overlap
between the businesses of Clark and Ingersoll-Rand.
Ingersoll-Rand has submitted the relevant documents
relating to the sale to the Justice Department in
connection with its review.
At the close of business on May 18, 1995,
approximately 8,680,000 shares of Clark common stock has
been validly tendered in connection with the offer.
