SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
SCHEDULE 14D-9
(Amendment No. 4)
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. 4 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 8, 1995, Ingersoll-Rand issued a press release
announcing that on May 5, 1995, Ingersoll-Rand entered into
a Credit Agreement, dated as of May 5, 1995 (the "Credit
Agreement"), with a syndicate of lenders led by The Chase
Manhattan Bank (National Association) ("Chase"), as
administrative agent for such lenders, relating to the
Facility. the full text of the press release is set forth
in Exhibit 21 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 21 -- Press release issued by Ingersoll-Rand on May
8, 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 8, 1995
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EXHIBIT INDEX
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Exhibit No. Description
__________ __________
21 Press release issued by Ingersoll-Rand on May 8, 1995.
EXHIBIT 21
INGERSOLL-RAND EXECUTES DEFINITIVE
FINANCING AGREEMENT FOR $1.5 BILLION
Woodcliff Lake, New Jersey (May 8, 1995) -- Ingersoll-
Rand Company today announced that it has entered into a
definitive financing agreement with a syndicate of lenders
led by The Chase Manhattan Bank (National Association), as
administrative agent, providing for aggregate borrowings up
to $1.5 billion
The Proceeds of the credit facility may be used by
Ingersoll-Rand to provide financing for the tender offer
for shares of Clark Equipment Company common stock and
subsequent merger and to pay related fees, commissions and
expenses.
