SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
SCHEDULE 14D-9
(Amendment No. 3)
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. 3 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 April 27, 1995, the Merger Task Force of the European Commission
informed European counsel to Ingersoll-Rand that it had concluded that the
transaction contemplated by the Offer and Merger does not fall within the scope
of the Merger Regulation.
On May 4, 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 12, 1995. The full text of the press
release is set forth in Exhibit 20 hereto 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 20 -- Press release issued by Ingersoll-Rand on May 4, 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 4, 1995
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EXHIBIT INDEX
-------------
Exhibit No. Description
__________ __________
20 Press release issued by Ingersoll-Rand on May 4, 1995.
EXHIBIT 20
INGERSOLL-RAND EXTENDS TENDER OFFER
THROUGH MAY 12, 1995
Woodcliff Lake, New Jersey (MAY 4, 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 12, 1995
The extension 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. As previously announced, the Justice Department has
requested additional information in connection with the Ingersoll-Rand's Hart-
Scott-Rodino filing. Ingersoll-Rand has been engaging in discussion with the
Justice Department and expects to satisfactorily resolve any anti-trust
concerns.
As of the close of business on May 3, 1995, approximately 3,310,000
million shares of Clark common stock had been validly tendered in connection
with the offer.
