SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
AMENDMENT No. 11
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. 11 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 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
The information provided in this Amendment No. 11 under Item 6 is
incorporated herein by reference.
Item 6. Interest in Securities of the Subject Company.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
At 5:00 P.M., New York City time, on Thursday, May 25, 1995, the Offer
expired. Based on information provided by the Depositary, a total of
approximately 16,700,000 Shares (or approximately 97.7% of the Shares
outstanding) (including approximately 1,900,000 Shares subject to guarantee of
delivery) were validly tendered and not properly withdrawn pursuant to the
Offer. The Purchaser has accepted for payment, and has notified the Depositary
to promptly pay for, the tendered and accepted Shares at the purchase price of
$86.00 per Share in cash.
Pursuant to the Merger Agreement, effective May 25, 1995, the Board of
Directors of Clark was reconstituted and is now comprised of Leo J. McKernan
and the following six designees of the Parent: Thomas F. McBride, William J.
Armstrong, Patricia Nachtigal, Donald H. Rice, Gerald E. Swimmer and Ronald G.
Heller.
Pursuant to the Merger Agreement, the Purchaser intends to merge itself
into the Company in accordance with the Delaware General Corporation Law as
promptly as practicable. As a result of the Merger, the Company will become a
wholly owned subsidiary of the Parent and each outstanding Share (other than
Shares held in the treasury of the Company, Shares owned by the Parent, the
Purchaser or any other direct or indirect subsidiary of the Parent or the
Company, and Shares owned by stockholders who choose to dissent and demand
appraisal of their Shares) shall be cancelled, extinguished, and converted into
the right to receive $86.00 per Share in cash, without interest, less any
applicable withholding taxes.
<PAGE>
The consummation of the Offer was publicly announced in press releases
issued by the Parent on May 26, 1995, copies of which are filed as Exhibit
11(a)(26) and 11(a)(27) hereto and incorporated herein by reference.
Item 11. Material to be Filed as Exhibits
11(a)(26)
11(a)(27)
<PAGE>
EXHIBIT INDEX
Exhibit Page
No. Description No.
(a)(26) Press release issued by the Parent on May 26, 1995 . . .
(a)(27) Press release issued by the Parent on May 26, 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: May 26, 1995
[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 SUCCESSFULLY COMPLETES CASH TENDER
OFFER AND ACQUIRES IN EXCESS OF 90% OF THE SHARES OF
CLARK EQUIPMENT COMPANY
Woodcliff Lake, New Jersey (May 26, 1995) -- Ingersoll-Rand Company today
announced that its cash offer for all outstanding shares of common stock of
Clark Equipment Company expired, as scheduled, at 5:00 P.M., New York City time
on Thursday, May 25, 1995, Ingersoll-Rand, through its subsidiary making the
offer, has accepted for purchase all shares validly tendered and not properly
withdrawn prior to the expiration of the offer.
The acceptance of these shares in the tender offer results in Ingersoll-
Rand's ownership of in excess of 90% of Clark's outstanding common stock.
In the second step of the acquisition, Clark will be merged with a
subsidiary of Ingersoll-Rand and each Clark share not previously purchased in
the tender offer will be converted into the right to receive $86.00 in cash.
The merger will be completed as soon as practicable.
Ingersoll-Rand's acquisition of Clark Equipment creates a global
industrial manufacturer with combined annual sales of over $5.5 billion and
more than 40,000 employees worldwide.
James E. Perrella, chairman, president and chief executive officer of
Ingersoll-Rand, said, "This acquisition advances Ingersoll-Rand's commitment to
expanding our domestic and global product lines and enhancing the company's
already strong competitive position. We are delighted to bring Clark and its
employees into the Ingersoll-Rand Family."
####
[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 SUCCESSFULLY ACQUIRES IN EXCESS OF 97% OF THE SHARES OF CLARK
EQUIPMENT COMPANY
Woodcliff Lake, New Jersey (May 26, 1995) -- Ingersoll-Rand Company today
announced that, based on information provided by the Depositary, a total of
approximately 16,700,000 shares of Clark Equipment Company (or approximately
97.7% of the outstanding shares of Clark) were validly tendered and not
properly withdrawn pursuant to its cash offer for all outstanding shares of
Clark. Such share amount includes approximately 1,900,000 shares subject to
guarantee of delivery.
Ingersoll-Rand said earlier today that it has accepted for purchase all
shares validly tendered and not properly withdrawn prior to the expiration of
the offer and that it will complete the merger with Clark as soon as
practicable.
####
