SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
SCHEDULE 14D-9
(Amendment No. 8)
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. 8 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 24, 1995, Ingersoll-Rand issued a press release
announcing that it had received early termination of the
waiting period under the Hart-Scott-Rodino Act relating to
the Offer and indicating that it expects to consummate the
Offer on the Expiration Date, currently 5:00 P.M., New York
City Time, on Thursday, May 25, 1995, subject to the terms
hereof. The full text of the press release is set forth in
Exhibit 25 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 25 -- Press release issued by Ingersoll-Rand on May
24, 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 25, 1995
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EXHIBIT INDEX
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Exhibit No. Description
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25 Press release issued by Ingersoll-Rand on May 24, 1995.
EXHIBIT 25
INGERSOLL-RAND ANNOUNCES HART-SCOTT-RODINO
ACT CLEARANCE
Woodcliff Lake, New Jersey (May 24, 1995) --
Ingersoll-Rand Company today announced that it had received
early termination of the waiting period under the Hart-
Scott-Rodino Act relating to its proposed purchase of
shares of Clark Equipment Company under Ingersoll-Rand's
pending tender offer.
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 Thursday, May 25, 1995 and
Ingersoll-Rand indicated it expects to consummate the
tender offer at such time, subject to the terms thereof.
