SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
AMENDMENT NO. 4
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
__________________
Clark Equipment Company
(Name of Subject Company)
CEC Acquisition Corp.
Ingersoll-Rand Company
(Bidder)
Common Stock, $7.50 par value per share
(Title of Class of Securities)
18139610
(CUSIP Number of Class of Securities)
Patricia Nachtigal, Esq.
Vice President and General Counsel
Ingersoll-Rand Company
World Headquarters
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
Telephone: (201) 573-0123
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Copy to:
Robert L. Friedman, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Telephone: (212) 455-2000
<PAGE>
This Amendment No. 4 amends and supplements the Tender Offer
Statement on Schedule 14D-1 filed on April 3, 1995 (as amended and
supplemented, the "Schedule 14D-1") relating to the offer by CEC Acquisition
Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary
of Ingersoll-Rand Company, a New Jersey corporation (the "Parent"), to purchase
all of the outstanding shares of Common Stock, $7.50 par value per share (the
"Shares"), of Clark Equipment Company, a Delaware corporation (the "Company"),
and the associated Preferred Stock Purchase Rights (the "Rights") issued
pursuant to the Rights Agreement dated as of March 10, 1987, as amended and
restated as of August 14, 1990, and as amended as of April 10, 1995 between the
Company and Harris Trust and Savings Bank, as Rights Agent, at a purchase price
of $86.00 per Share (and associated Right), net to the seller in cash without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated April 3, 1995, as amended and supplemented on April 12,
1995 (the "Offer to Purchase"), and in the related Letter of Transmittal.
Unless otherwise indicated, all capitalized terms used but not defined herein
shall have the meanings assigned to them in the Schedule 14D-1.
Item 6. Certain Conditions of the Offer
Item 6 is hereby amended and supplemented to add the following:
On April 13, 1995, the Company issued a press release announcing the
consummation of the sale of its 50% interest in VME Group N.V. (the "VME
Group") pursuant to the Stock Purchase Agreement, dated March 5, 1995, by and
among the Company, AB Volvo, and Clark-Hurth Components Marketing Company (the
"VME Sale Agreement") (which agreement is described in the Company's Current
Report on Form 8-K filed with the Commission on March 6, 1995). The press
release stated that the total cash consideration paid to the Company in
connection with the sale of the VME Group in accordance with the VME Sale
Agreement was $573 million plus accrued interest. The consummation of the VME
Sale Agreement is one of the conditions to the Offer by the Purchaser which
requires that the cash proceeds of the sale of the VME Group be not less than
$573 million.
Item 10. Additional Information.
Items 10(b), (c) and (e) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
On April 19, 1995, the Company and the Parent issued a joint press release
announcing the receipt of a request by the Antitrust Division for additional
information in connection with the Parent's HSR Act filing. The full text of
the press release is set forth in Exhibit (a)(18) hereto and is incorporated
herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented to add the following:
(a)(18) Press Release issued by the Parent and the Company on April
19, 1995.
<PAGE>
SIGNATURE
After due 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.
INGERSOLL-RAND COMPANY
By: /s/ James E. Perrella
Name: James E. Perrella
Title: Chairman, President and
Chief Executive Officer
CEC ACQUISITION CORP.
By: /s/ Thomas F. McBride
Name: Thomas F. McBride
Title: President
Date: April 19, 1995
<PAGE>
EXHIBIT INDEX
Exhibit Page
No. Description No.
(a)(18) Press Release issued by the Parent and the
Company on April 19, 1995 . . . . . . . . . . . .
<PAGE>
EXHIBIT (a)(18)
[I-R Logo]
NEWS
Corporate Communications
Woodcliff Lake, New Jersey 07675
CONTACT:
FOR RELEASE:
_______________________________________________________
Thomas F. McBride For Immediate Release
Senior Vice President
and Chief Financial Officer
(201) 573-3486
INGERSOLL-RAND AND CLARK EQUIPMENT RECEIVE
SECOND REQUEST FROM JUSTICE DEPARTMENT
Woodcliff Lake, New Jersey and South Bend, Indiana (April 19, 1995) --
Ingersoll-Rand Company and Clark Equipment Company said that the United States
Department of Justice has requested additional information in connection with
Ingersoll-Rand's Hart-Scott-Rodino filing relating to its tender offer for all
of the outstanding shares of Clark. Thomas F. McBride, Senior Vice President
of Ingersoll-Rand, said: "This request was expected. We have previously
indicated that if the Justice Department raises antitrust concerns, we are
prepared to consider the divestiture of certain assets to deal with those
concerns."
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