PRELIMINARY PROXY MATERIALS
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [ ]
Filed by a Party Other than Registrant [x]
Check the Appropriate Box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec.240.14a-11(c) or Sec.240.14a-12
CLARK EQUIPMENT COMPANY
(Name of Registrant as Specified In Its Charter)
INGERSOLL-RAND COMPANY AND CEC ACQUISITION CORP.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check Appropriate Box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[X] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each Class of Securities to which transaction applies:
2) Aggregate Number of Securities to which transaction applies:
3) Per unit price or the underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials. Check box if any part of the
fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the
previous filing by registration number, or the Form or Schedule and the date
of its filing:
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<PAGE>
1995 ANNUAL MEETING OF STOCKHOLDERS
OF
CLARK EQUIPMENT COMPANY
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PROXY STATEMENT
OF
INGERSOLL-RAND COMPANY
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This Proxy Statement and the accompanying [BLUE] Annual Meeting proxy card
are furnished in connection with the solicitation of proxies by Ingersoll-Rand
Company ("Ingersoll-Rand") and its wholly owned subsidiary CEC Acquisition Corp.
("Acquisition"), to be used at the 1995 Annual Meeting of Stockholders of Clark
Equipment Company ("Clark") to be held at 9:00 a.m., Eastern Standard Time, on
May 9, 1995 at the South Bend Marriott Hotel, 123 North St. Joseph Street, South
Bend, Indiana, and at any adjournments or postponements thereof (the "Annual
Meeting").
At the Annual Meeting, seven Directors of Clark will be elected for a
one-year term expiring at the 1996 Annual Meeting of Stockholders.
Ingersoll-Rand is soliciting your proxy in support of the election of
Ingersoll-Rand's seven nominees for Directors of Clark named below (the
"Ingersoll-Rand Nominees").
ALL INGERSOLL-RAND NOMINEES ARE COMMITTED TO A SALE OR MERGER OF CLARK AT A
PRICE OF NOT LESS THAN $77.00 PER SHARE OF CLARK COMMON STOCK, PAR VALUE $7.50
PER SHARE (THE "SHARES").
The record date for determining stockholders entitled to notice of and to
vote at the Annual Meeting is March 13, 1995 (the "Record Date"). Stockholders
of record at the close of business on the Record Date will be entitled to one
vote at the Annual Meeting for each Share held on the Record Date. As set forth
in the proxy statement of Clark filed with the Securities and Exchange
Commission (the "Commission") on March 27, 1995 (the "Clark Proxy Statement"),
as of the close of business on the Record Date, there were 17,132,696 Shares
issued and outstanding. As of the Record Date, Ingersoll-Rand beneficially owned
an aggregate of 274,200 Shares, which represented approximately 1.6% of the
Shares reported by Clark to be outstanding as of the Record Date. Ingersoll-Rand
intends to vote such Shares for the election of the Ingersoll-Rand Nominees.
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This Proxy Statement and the [BLUE] Annual Meeting proxy card are first
being furnished to Clark stockholders on or about April [ ], 1995. The
principal executive offices of Clark are located at 100 North Michigan Street,
South Bend, Indiana 46634.
<PAGE>
IMPORTANT
At the Annual Meeting, Ingersoll-Rand seeks to elect the seven
Ingersoll-Rand Nominees as the Directors of Clark.
The election of the Ingersoll-Rand Nominees requires the affirmative vote of
a plurality of the Shares represented in person or by proxy at the meeting and
entitled to vote on the election of Directors, assuming a quorum is present or
otherwise represented at the Annual Meeting. Consequently, only Shares that are
voted in favor of a particular nominee will be counted toward such nominee's
attaining a plurality of votes. Shares present at the meeting that are not voted
for a particular nominee (including broker non-votes) and Shares present by
proxy where the stockholder properly withheld authority to vote for such
nominees will not be counted toward such nominee's attainment of a plurality.
INGERSOLL-RAND URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED [BLUE]
ANNUAL MEETING PROXY CARD TO VOTE FOR ELECTION OF THE INGERSOLL-RAND NOMINEES.
A VOTE FOR THE INGERSOLL-RAND NOMINEES WILL PROVIDE YOU--AS THE OWNERS OF
CLARK--WITH REPRESENTATIVES ON THE CLARK BOARD WHO ARE COMMITTED TO A SALE OR
MERGER OF CLARK AT A PRICE OF NOT LESS THAN $77.00 PER SHARE.
INGERSOLL-RAND URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY CLARK. IF
YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BY DELIVERING A WRITTEN
NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO
INGERSOLL-RAND, C/O GEORGESON & COMPANY INC. (THE "AGENT"), OR TO THE SECRETARY
OF CLARK, OR BY VOTING IN PERSON AT THE ANNUAL MEETING. SEE "PROXY PROCEDURES"
BELOW.
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THE INGERSOLL-RAND NOMINEES
SUPPORT THE SALE OF CLARK
All Ingersoll-Rand Nominees are committed to a sale or merger of Clark at a
price of not less than $77.00 per Share.
Acquisition has commenced an offer to purchase all outstanding Shares and
the associated Preferred Stock Purchase Rights (the "Rights") at a purchase
price of $77.00 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 from time to time, the
"Offer to Purchase") and related letter of transmittal (which together
constitute the "Offer"). The purpose of the Offer is to acquire control of and
the entire equity interest in Clark. Ingersoll-Rand intends to propose, and to
seek to have Clark consummate as soon as practicable after consummation of the
Offer, a merger or similar business combination (the "Merger") with Acquisition
or another direct or indirect subsidiary of Ingersoll-Rand, pursuant to which
each then outstanding Share (other than Shares held by Ingersoll-Rand or Clark
or Shares held by stockholders who properly exercise appraisal rights under
Delaware law) would be converted into the right to receive in cash the price per
Share paid by Acquisition pursuant to the Offer.
In order to provide a possible method of consummating the Offer and the
Merger, Ingersoll-Rand needs the cooperation of the Clark Board to (i) redeem or
otherwise make inapplicable to the Offer and Merger the Rights or cause the
dilutive provisions thereof not to be triggered by the Offer or Merger (the
"Rights Condition") and (ii) approve the Offer and the Merger for purposes of
satisfying the Supermajority Charter Condition and the Delaware Takeover Statute
Condition, both as described in "Terms and Conditions of the Offer" below.
All Ingersoll-Rand Nominees support the Offer and the Merger and if elected
will, subject to their fiduciary responsibilities as Directors of Clark, seek to
cause Clark to take all steps necessary to permit the Offer and the Merger to
proceed, including without limitation redeeming or otherwise making inapplicable
to the Offer and the Merger the Rights or causing the dilutive provisions
thereof not to be triggered by the Offer or the Merger and adopting a resolution
approving the Offer and the Merger for purposes of the Supermajority Charter
Provision and the Delaware Takeover Statute. However, all Ingersoll-Rand
Nominees recognize the fiduciary responsibilities they would have as Directors
of Clark if they are elected and therefore they would give due consideration to
any bona fide acquisition proposals submitted to Clark at a price higher than
Ingersoll-Rand's proposal.
For information about the Supermajority Charter Condition, the Rights
Condition, the Minimum Condition and the Delaware Takeover Statute Condition,
see "Terms and Conditions of the Offer" below.
As indicated under "Background of Proposed Acquisition" below, the incumbent
Clark Directors have repeatedly rejected Ingersoll-Rand's acquisition proposal
but have not presented you with any alternative other than Clark remaining
independent.
IF, LIKE US, YOU BELIEVE THAT YOU SHOULD HAVE THE OPPORTUNITY TO DECIDE THE
FUTURE OF YOUR COMPANY AND THAT YOU SHOULD HAVE THE CHANCE TO RECEIVE NOT LESS
THAN $77.00 PER SHARE FOR ALL OF YOUR SHARES, INGERSOLL-RAND URGES YOU TO VOTE
YOUR [BLUE] ANNUAL MEETING PROXY CARD FOR EACH OF THE INGERSOLL-RAND NOMINEES.
ALL OF THE INGERSOLL-RAND NOMINEES WILL SEEK TO GIVE ALL STOCKHOLDERS THE
OPPORTUNITY TO SELL THEIR SHARES AT A PRICE OF NOT LESS THAN $77.00 PER SHARE.
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ELECTION OF DIRECTORS
According to publicly available information, Clark currently has seven
Directors who serve for terms of one year. The terms of the seven
Directors--James C. Chapman, James A.D. Geier, Donald N. Frey, Gaynor N. Kelley,
Leo J. McKernan, Ray B. Mundt and Frank M. Sims--will expire at the Annual
Meeting. According to the Clark Proxy Statement, Donald N. Frey will be retiring
at the Annual Meeting and Juanita H. Hinshaw will be nominated by Clark in his
place.
Ingersoll-Rand proposes that the Clark stockholders elect the Ingersoll-Rand
Nominees as the Directors of Clark at the Annual Meeting. The seven
Ingersoll-Rand Nominees are listed below and have furnished the following
information concerning their principal occupations or employment and certain
other matters. Each Ingersoll-Rand Nominee, if elected, would hold office until
the 1996 Annual Meeting of Stockholders and until a successor has been elected
and qualified or until his earlier death, resignation or removal. Although
Ingersoll-Rand has no reason to believe that any of the Ingersoll-Rand Nominees
will be unable to serve as Directors, if any one or more of the Ingersoll-Rand
Nominees should not be available for election, the persons named on the [BLUE]
Annual Meeting proxy card have agreed to vote for the election of such other
nominees as may be proposed by Ingersoll-Rand. Unless otherwise indicated, the
principal business address of the Ingersoll-Rand Nominees is c/o Ingersoll-Rand
Company, 200 Chestnut Ridge Road, Woodcliff Lake, NJ 07675.
The Ingersoll-Rand Nominees for Directors are:
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
PRINCIPAL BUSINESS ADDRESS DURING LAST FIVE YEARS; CURRENT DIRECTORSHIPS
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<S> <C>
Robert N. Flint, 73............ Former Senior Vice President and Comptroller of American
Telephone & Telegraph Company, a telecommunications
company (1984). Currently a member of the Board of
Directors of Hubbell, Inc. and Riverbank America.
Clyde H. Folley, 67............ Former Vice-Chairman of Ingersoll-Rand (March 1990 through
July 1992). Currently a member of the Board of Directors
of Giddings and Lewis Inc.
William G. Kuhns, 72........... Former Chairman, President and Chief Executive Officer as
well as a director of General Public Utilities Corp, a
public utility holding company (1974-1989). From May
1989 to May 1991, Mr. Kuhns served as a
director-consultant only, from May 1991 to January 1992,
as Chairman, President and Chief Executive Officer and a
director, and from January 1992 to May 1992 as a
director only.
Donald C. Lowe, 62............. Chairman of Sedgwick Limited, a general insurance broker
Sedgwick Limited and employee benefits and pension consultant, since 1990.
P.O. Box 439 Currently a member of the Board of Directors of Alberta
Toronto Dominion Center Natural Gas Company Ltd., Bombardier Inc., Butler
Toronto, Ontario Service Group, Canadian Tire Corporation, Limited,
M5K 1M3 Devtek Corporation, Haley Industries Limited,
Ingersoll-Rand Canada Inc. (Advisory Board), Scott's
Hospitality Inc., Sedgwick Limited and Trilon Financial
Corporation.
Allan D. Nichols, 57........... Former Chairman and Chief Executive Officer of Citizens
First Bancorp, Inc., a banking corporation (September 1992
to September 1994). From March 1990 to October 1991, Mr.
Nichols served as the Chairman, President and Chief
Executive Officer of American Federal Bank, a banking
corporation.
</TABLE>
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<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
PRINCIPAL BUSINESS ADDRESS DURING LAST FIVE YEARS; CURRENT DIRECTORSHIPS
- ------------------------------- ----------------------------------------------------------
<S> <C>
Donald E. Procknow, 71......... Former Vice Chairman and Chief Operating Officer of AT&T
Technologies, Inc. (formerly Western Electric Company,
Inc.), a telecommunications company (1984 to 1986). From
1972 to 1984, Mr. Procknow served as Chief Executive
Officer of Western Electric Company, Inc. Currently a
member of the Board of Directors of Ingersoll-Rand
(until May 31, 1995) and The Prudential Insurance
Company of America (until April 6, 1995).
Willis A. Strauss, 72.......... Former Chairman of HNG/InterNorth, Inc. (now known as
Two Central Park Plaza Enron Corporation), a diversified company with interests
222 South 15th Street in natural gas, liquid fuels, petrochemicals, gas
Omaha, Nebraska 68102 exploration and coal (1960-1986).
</TABLE>
Election of the Ingersoll-Rand Nominees as the Directors of Clark requires
the affirmative vote of a plurality of the Shares represented in person or by
proxy at the meeting and entitled to vote on the election of Directors, assuming
a quorum is present or otherwise represented at the Annual Meeting. Thus, only
Shares that are voted in favor of a particular nominee will be counted toward
such nominee's attaining a plurality of votes. Shares present at the meeting
that are not voted for a particular nominee (including broker non-votes) and
Shares present by proxy where the stockholder properly withheld authority to
vote for such nominee will not be counted toward such nominee's attainment of a
plurality.
The accompanying [BLUE] Annual Meeting proxy card will be voted at the
Annual Meeting in accordance with your instructions on such card. You may vote
FOR the election of the Ingersoll-Rand Nominees as the Directors of Clark or
withhold authority to vote for the election of the Ingersoll-Rand Nominees by
marking the proper box on the [BLUE] Annual Meeting proxy card. You may also
withhold your vote from any of the Ingersoll-Rand Nominees by writing the name
of such nominee in the space provided on the [BLUE] Annual Meeting proxy card.
IF NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE
SHARES REPRESENTED BY THE [BLUE] ANNUAL MEETING PROXY CARD FOR THE ELECTION OF
ALL OF THE INGERSOLL-RAND NOMINEES PROVIDED THAT YOU HAVE SIGNED AND DATED THE
PROXY CARD.
Ingersoll-Rand believes that it is in your best interest to elect the
Ingersoll-Rand Nominees at the Annual Meeting. All Ingersoll-Rand Nominees are
committed to giving each Clark stockholder the opportunity to receive not less
than $77.00 per Share for all of his or her Shares.
INGERSOLL-RAND STRONGLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
INGERSOLL-RAND NOMINEES.
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
As set forth in the Clark Proxy Statement, at the Annual Meeting, the
stockholders will be asked to ratify the appointment by the Clark Board of Price
Waterhouse LLP as Clark's independent accountants for the fiscal year ending
December 31, 1995. Ingersoll-Rand is not making any recommendation on this
proposal.
The accompanying [BLUE] Annual Meeting proxy card will be voted in
accordance with your instruction on such card. You may vote for the ratification
of the appointment of Price Waterhouse LLP or vote against, or abstain from
voting on, the ratification of the appointment of Price Waterhouse LLP by
marking the proper box on the [BLUE] Annual Meeting proxy card. IF NO MARKING IS
MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO ABSTAIN FROM VOTING THE
SHARES REPRESENTED BY THE [BLUE] ANNUAL MEETING PROXY CARD WITH RESPECT TO THE
RATIFICATION OF THE APPOINTMENT OF PRICE WATERHOUSE LLP.
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<PAGE>
OTHER PROPOSALS
Except as set forth above, Ingersoll-Rand is not aware of any proposals to
be brought before the Annual Meeting. Should other proposals be brought before
the Annual Meeting, the persons named on the [BLUE] Annual Meeting proxy card
will abstain from voting on such proposals unless such proposals adversely
affect the interests of Ingersoll-Rand as determined by Ingersoll-Rand in its
sole discretion, in which event such persons will vote on such proposals at
their discretion.
VOTING PROCEDURES
With respect to each of the other matters described above that will be
submitted to the stockholders for a vote, the affirmative vote of the holders of
at least a majority of the Shares represented in person or by proxy at the
Annual Meeting and entitled to vote on the particular matter is required,
assuming the presence of a quorum at the Annual Meeting. With respect to
abstentions, the Shares are considered present at the Annual Meeting for the
particular matter, but since they are not affirmative votes for the matter, they
will have the same effect as votes against the matter. With respect to broker
non-votes, the Shares are not considered present at the Annual Meeting for the
particular matter as to which the broker withheld authority. Consequently,
broker non-votes are not counted in respect of the matter, but they do have the
practical effect of reducing the number of affirmative votes required to achieve
a majority for such matter by reducing the total number of Shares from which the
majority is calculated.
With respect to the ratification of the appointment of Price Waterhouse LLP
as Clark's independent auditors, Ingersoll-Rand has no reason to believe that
the failure to ratify such appointment will have any effect on the appointment
of Price Waterhouse LLP by the Clark Board.
PROXY PROCEDURES
IN ORDER FOR YOUR VIEWS ON THE ABOVE-DESCRIBED PROPOSALS TO BE REPRESENTED
AT THE ANNUAL MEETING, PLEASE MARK, SIGN AND DATE THE ENCLOSED [BLUE] ANNUAL
MEETING PROXY CARD AND RETURN IT TO INGERSOLL-RAND, C/O GEORGESON & COMPANY INC.
IN THE ENCLOSED ENVELOPE IN TIME TO BE VOTED AT THE ANNUAL MEETING. EXECUTION OF
THE [BLUE] ANNUAL MEETING PROXY CARD WILL NOT AFFECT YOUR RIGHT TO ATTEND THE
ANNUAL MEETING AND TO VOTE IN PERSON. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR
TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER
DATED PROXY FOR THE ANNUAL MEETING TO INGERSOLL-RAND OR TO THE SECRETARY OF
CLARK, OR BY VOTING IN PERSON AT THE PARTICULAR MEETING. ONLY YOUR LATEST DATED
PROXY FOR THE ANNUAL MEETING WILL COUNT.
Only holders of record as of the close of business on the Record Date will
be entitled to vote. If you were a stockholder of record on the Record Date, you
will retain your voting rights for the Annual Meeting even if you sell such
Shares after the Record Date. Accordingly, it is important that you vote the
Shares held by you on the Record Date, or grant a proxy to vote such Shares on
the [BLUE] Annual Meeting proxy card, even if you sell such Shares after the
Record Date.
If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the Record Date, only it can vote such Shares
and only upon receipt of your specific instructions. Accordingly, please contact
the person responsible for your account and instruct that person to execute on
your behalf the [BLUE] Annual Meeting proxy card.
BACKGROUND OF ACQUISITION PROPOSAL
For more than one year prior to the Offer, members of Ingersoll-Rand's
senior management have considered potential transactions which could enhance the
value of Ingersoll-Rand for its stockholders, including the possibility of a
strategic acquisition of another industrial company or business such as
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Clark. Ingersoll-Rand developed an extensive list of potential acquisition
candidates and then gradually narrowed the list of potential candidates by
applying various acquisition criteria. Detailed analysis was then performed on a
select group of companies to help narrow the list of potential acquisition
candidates even further. In January 1995, Ingersoll-Rand's discussions regarding
possible acquisitions began to focus particularly on Clark and actions were
taken to effect a more formal analysis of Clark.
On March 15, 1995, James E. Perrella, Chairman, President and Chief
Executive Officer of Ingersoll-Rand, had a telephone conversation with Leo J.
McKernan, Chairman, President and Chief Executive Officer of Clark. Mr. Perrella
said that he had called Mr. McKernan to propose that Ingersoll-Rand acquire
Clark in an all-cash merger transaction in which the stockholders of Clark would
receive between $75.00 and $77.00 in cash per share. Mr. McKernan immediately
replied that Clark was "not interested" in any transaction with Ingersoll-Rand
and Mr. McKernan then terminated the phone call.
On March 15, 1995, Mr. Perrella sent the following letter to Mr. McKernan
and to each of Clark's directors:
March 15, 1995
Mr. Leo J. McKernan
Chairman, President and Chief Executive Officer
Clark Equipment Company
100 North Michigan Street
South Bend, Indiana 46634
Dear Leo:
I was disappointed that you did not give me the chance to explain fully
our proposal when we spoke today. I would have much preferred to convey
to you personally everything that I wanted to say, but since I was
unable to do so, I am sending this letter to set forth our specific
proposal.
Ingersoll-Rand Company proposes to acquire Clark Equipment Company in a
merger transaction in which Clark's stockholders would receive between
$75.00 and $77.00 in cash for each share of outstanding Clark common
stock. We think the lower end of that range is the appropriate price,
but I would like to meet with you to give you the opportunity to
convince us that the higher end of the range is justified.
We believe our proposal presents an extremely attractive opportunity for
Clark's stockholders, who at $75.00 per share would receive a premium of
50% over today's closing market price of Clark common stock. We and our
financial advisors believe that Clark's stockholders will
enthusiastically support our proposal.
We have been studying Clark for some time and we are extremely impressed
with the businesses you have so ably built up and the manner in which
they complement Ingersoll-Rand's businesses. We believe the
complementary aspects of our two companies' products, customers and
distribution capabilities would enable the combined entity to be an even
more effective competitor in the global marketplace.
Our proposal visualizes the negotiation and execution of a mutually
acceptable definitive merger agreement, the operation of Clark in the
ordinary course of business and the taking of the various actions by
Clark's Board necessary to facilitate the completion of the transaction.
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<PAGE>
Our proposal also assumes Clark's consummation of the sale of its 50%
interest in VME to Volvo on substantially the terms previously
announced. Our antitrust counsel has studied the two companies'
businesses and we do not believe that our proposal gives rise to any
meaningful antitrust concerns. We are confident that any antitrust
issues would readily be resolved. Finally, based on our discussions with
Ingersoll-Rand's principal senior lender, we are also confident that the
necessary financing for this transaction can easily be arranged.
We hope that you and your Board of Directors will view this proposal as
we do--a unique opportunity for Clark's stockholders to realize full
value for their shares in a transaction that can quickly be consummated.
We are prepared to meet with you and your advisors to answer any
questions that you may have about our proposal and to proceed
expeditiously to negotiate a definitive merger agreement with you.
My purpose in sending this letter is to provide you and your fellow
directors with information about our proposal and to express our sincere
desire to work together with you to reach agreement on a transaction
that can be presented to Clark's stockholders as the joint effort of
Ingersoll-Rand's and Clark's Boards of Directors and management. At this
point, therefore, we hope that our discussions can remain a private
matter between us.
Needless to say, it is important that we hear from you as soon as
practicable as to your Board's views about our proposal.
Sincerely,
James E. Perrella
Chairman, President and Chief Executive Officer
cc: Members of the Board of Directors of Clark Equipment Company
On March 20, 1995, Mr. McKernan telephoned Mr. Perrella and informed him
that Clark would give serious consideration to Ingersoll-Rand's proposal, and
that he would convene a special meeting of Clark's Board of Directors within the
upcoming week to consider the proposal.
On March 21, 1995, Mr. Perrella sent a letter to Mr. McKernan in which he
reiterated his desire to meet with Mr. McKernan to discuss Ingersoll-Rand's
proposal.
On March 28, 1995, Mr. Perrella received the following letter (the "March 27
Clark Letter") from Mr. McKernan:
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<PAGE>
March 27, 1995
Mr. James E. Perrella
Chairman, President and Chief Executive Officer
Ingersoll-Rand Company
200 Chestnut Ridge Road
Woodcliff Lake, NJ 07675
Dear Mr. Perrella:
The Board of Directors of Clark Equipment Company met today to consider
your letter of March 15, 1995. During the meeting, we considered the
views of our financial and legal advisors and other issues we deemed
appropriate.
Although the Board of Directors appreciates your interest in Clark
Equipment Company as a strategic acquisition, the Board of Directors
unanimously reaffirmed its long-standing position that the Company is
not for sale. We therefore decline your proposal.
The management team at Clark, with the full support of the Board, has
been successfully implementing a strategic plan which has benefited our
shareholders materially. As a result of our efforts, Clark Equipment
Company enjoys an outstanding reputation with its shareholders,
customers and the financial community. The management and Board of
Directors of Clark believe that our shareholders will continue to
benefit materially from our commitment to stay the course of our
strategic plan.
Thank you again for your expression of interest in Clark. The Board of
Directors requests that this letter remain confidential and that it
shall serve as an appropriate final response to your inquiry.
Sincerely,
Leo J. McKernan
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<PAGE>
Following receipt of Mr. McKernan's letter, Mr. Perrella sent the following
letter to Mr. McKernan and released the letter publicly.
March 28, 1995
Mr. Leo J. McKernan
Chairman, President and Chief Executive Officer
Clark Equipment Company
100 North Michigan Street
South Bend, Indiana 46634
Dear Leo:
We are surprised and disappointed that Clark Equipment Company's Board
has rejected our acquisition proposal and "reaffirmed its long-standing
position that the Company is not for sale." We would have thought that
an acquisition proposal at a 50% premium over the price at which Clark
common stock has recently been trading--and a price exceeding Clark's
all time high stock price--would have led to a more constructive
dialogue between us. But as I have mentioned to you, we have proposed a
transaction that is so compelling for the stockholders of both of our
companies that we feel obligated to pursue it notwithstanding your
Board's rejection. Because we are confident that Clark's stockholders
will enthusiastically support our proposal, we are sending this letter
to you and also releasing it publicly.
Ingersoll-Rand Company proposes to acquire Clark in a merger transaction
in which Clark's stockholders would receive between $75.00 and $77.00 in
cash for each share of outstanding Clark common stock. We think the
lower end of that range is the appropriate price, but as you know we
have repeatedly offered to meet with you to give you the opportunity to
convince us that the higher end of that range is justified. We have been
studying Clark for some time and we are extremely impressed with the
businesses you have so ably built up and the manner in which they
complement Ingersoll-Rand's businesses. We believe the complementary
aspects of our two companies' products, customers and distribution
capabilities would enable the combined entity to be an even more
effective competitor in the global marketplace.
Our offer is subject to the negotiation and execution of a mutually
acceptable definitive merger agreement, the operation of Clark in the
ordinary course of business, the taking of the various actions by
Clark's Board necessary to facilitate the completion of the transaction
and the absence of any actions by Clark's Board which would frustrate
our offer. Our proposal also assumes Clark's consummation of the sale of
its 50% interest in VME to Volvo on substantially the terms previously
announced or, if not consummated, the continued effectiveness of Clark's
announced agreement with Volvo without any change in its terms.
Our antitrust counsel has studied the two companies' businesses and we
do not believe that our proposal gives rise to any meaningful antitrust
concerns. We are confident that any antitrust issues would readily be
resolved. Finally, based on our discussions with our senior lenders, we
are also confident that the necessary financing for the transaction can
easily be arranged.
I still would like to meet with you at your earliest convenience to
discuss our proposal and to proceed with negotiations leading to the
execution of a definitive merger agreement.
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We believe that your Board of Directors should reconsider our proposal
and view it as we do--as a unique opportunity for Clark's stockholders
to realize full value for their shares in a transaction that can quickly
be consummated.
We hope to hear from you promptly.
Sincerely,
James E. Perrella
Later in the evening on March 28, 1995, Clark released the March 27 Clark
Letter publicly and issued a press release in which Mr. McKernan stated that
Ingersoll-Rand's proposal was entirely inadequate.
On March 29, 1995, Clark filed suit against Ingersoll-Rand in the United
States District Court for the Southern District of New York alleging that the
acquisition by Ingersoll-Rand of Clark would violate the federal antitrust laws
and seeking preliminary and permanent injunctions barring Ingersoll-Rand from
proceeding with the acquisition.
On March 30, 1995, Ingersoll-Rand issued the following press release:
Woodcliff Lake, N.J. (March 28, 1995)--Ingersoll-Rand Company said
it had been sued by Clark Equipment Company in Federal District Court in
New York City. The suit alleges that Ingersoll-Rand's proposed
acquisition of Clark violates the U.S. antitrust laws because of overlap
between the two companies in the manufacture and distribution of asphalt
pavers.
Thomas F. McBride, Senior Vice President and Chief Financial
Officer, said: "Clark's lawsuit is nothing more than a diversionary
tactic. Clark knows as well as we do that any antitrust issues which may
arise from the paver overlap between our two companies can readily be
resolved. Ingersoll-Rand's 1994 domestic revenues from the relevant
product line were below $10 million out of 1994 total revenues of $4.5
billion."
On April 3, 1995, Ingersoll-Rand commenced the Offer and delivered a notice
to Clark nominating seven individuals for election as directors at Clark's
annual meeting of stockholders scheduled for May 9, 1995. On April 3, 1995, Mr.
Perrella also sent the following letter to Mr. McKernan:
April 3, 1995
Mr. Leo J. McKernan
Chairman, President and Chief Executive Officer
Clark Equipment Company
100 North Michigan Street
South Bend, Indiana 46634
Dear Leo:
Over the past two and a half weeks, Ingersoll-Rand has made repeated
efforts to meet with Clark in an attempt to negotiate the terms of a
merger transaction that could be presented to Clark's stockholders as
the joint effort of both companies' Boards and managements. But rather
than recognize its fiduciary responsibility to explore further a
possible transaction on
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<PAGE>
the basis we have proposed, the only response from Clark has been to
state its long-standing position that Clark is not for sale and to file
a lawsuit against us.
The Company's actions leave us with only one alternative. Today we are
commencing a tender offer to acquire all outstanding shares of Clark
common stock at $77.00 in cash per share and we are sending a letter
notifying you that we are nominating seven individuals for election as
directors of Clark at Clark's May 9 annual meeting of stockholders.
We regret that we have to resort to these actions; we would have greatly
preferred to enter into negotiations with you in an effort to reach
agreement on a merger transaction. But even though we have commenced a
tender offer, we continue to be interested in meeting with you to
negotiate the terms of a transaction that can be approved by your Board.
When your Board recognizes that its fiduciary duties require
consideration of the sale of Clark, please call me.
Sincerely,
James E. Perrella
Chairman, President and Chief Executive Officer
Ingersoll-Rand intends to continue to seek the opportunity to negotiate with
Clark with respect to its acquisition proposal. If such negotiations result in a
definitive merger agreement between Clark and Ingersoll-Rand, such negotiations
could result in termination of this proxy solicitation. As indicated elsewhere
in this Proxy Statement, if elected, the Ingersoll-Rand Nominees will, subject
to their fiduciary responsibilities as Directors of Clark, seek to cause Clark
to take all steps necessary to permit the Offer and the Merger to proceed,
including without limitation redeeming or otherwise making inapplicable to the
Offer and the Merger the Rights or causing the dilutive provisions thereof not
to be triggered by the Offer or the Merger and adopting a resolution approving
the Offer and the Merger for purposes of the Supermajority Charter Provision and
the Delaware Takeover Statute. However, all Ingersoll-Rand Nominees recognize
the fiduciary responsibilities they would have as Directors of Clark if they are
elected and therefore they would give due consideration to any bona fide
acquisition proposals submitted to Clark at a price higher than Ingersoll-Rand's
proposal.
Although Ingersoll-Rand and Acquisition do not presently intend, in the
event the Ingersoll-Rand Nominees are elected, to alter the terms of the Offer,
it is possible that, depending on the facts and circumstances existing at the
time, the terms of the Offer might be altered in one or more respects. If
Ingersoll-Rand and Acquisition should withdraw or materially amend the terms of
the Offer prior to the Annual Meeting, Ingersoll-Rand will disseminate such
information regarding such changes to Clark stockholders as soon as practicable
prior to the Annual Meeting.
TERMS AND CONDITIONS OF THE OFFER
Terms used but not otherwise defined herein have the meaning set forth in
the Offer to Purchase.
On April 3, 1995, Ingersoll-Rand and Acquisition commenced the Offer. As
stated in the Offer to Purchase, the purpose of the Offer is to acquire control
of, and the entire equity interest in, Clark. Ingersoll-Rand currently intends,
as soon as practicable following completion of the Offer, to propose and seek to
have Clark consummate the Merger pursuant to which Clark would become a wholly
owned subsidiary of Ingersoll-Rand.
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<PAGE>
The Offer is conditioned, among other things, upon the following:
(1) The Minimum Condition. There must be validly tendered and not
withdrawn prior to the expiration date of the Offer a number of Shares
which, together with the Shares owned by Ingersoll-Rand, constitutes at
least 51% of the voting power (determined on fully diluted basis) on the
date of purchase of all securities of Clark entitled to vote generally in
the election of Directors or in a merger.
(2) The Supermajority Charter Condition. Under the "Supermajority
Charter Condition," Ingersoll-Rand must be satisfied, in its sole
discretion, that the supermajority stockholder vote specified in the
Supermajority Charter Provision (as defined below) would not (as a result of
action by Clark's Board of Directors or otherwise) be required prior to the
consummation of the Merger or that Ingersoll-Rand will acquire a sufficient
number of Shares to insure a vote in favor of the Merger under such
provision. Clark's Charter provides that in addition to any affirmative vote
required by applicable law (currently the affirmative vote of holders of at
least a majority of the outstanding Shares), the affirmative vote of holders
of at least 80% of the outstanding Shares is required to approve certain
business combinations (including the Merger) between Clark and a person who
or which, together with its affiliates and associates and persons with whom
any of it, its affiliates and associates have an agreement regarding any
Shares, is the beneficial owner of more than 10% of the outstanding Shares
(an "Interested Stockholder"), unless prior to such person becoming an
Interested Stockholder Clark's Board of Directors shall by resolution have
approved a memorandum of understanding or a letter of intent with respect to
such business combination (the "Supermajority Charter Provision").
Ingersoll-Rand believes that the solicitation and receipt of revocable
proxies (including the solicitation and receipt of proxies contemplated hereby)
will not constitute Ingersoll-Rand or Acquisition an "Interested Stockholder" of
Clark under the Supermajority Charter Provision.
If elected, the Ingersoll-Rand Nominees will, subject to their fiduciary
responsibilities, take action to approve the Merger in order to satisfy the
Supermajority Charter Condition.
(3) The Rights Condition. Under the Rights Condition, the Rights must
have been redeemed by the Clark Board, or Ingersoll-Rand must be satisfied,
in its sole discretion, that the Rights have been invalidated or otherwise
are inapplicable to, or the dilutive provisions thereof will not be
triggered by, the Offer and the Merger. According to publicly available
information, in the event that at any time following a Distribution Date (as
defined in the Rights Agreement) a person becomes the beneficial owner of
20% or more of the then outstanding Shares (the "Ownership Flip-In"), each
holder of a Right will thereafter have the right to purchase, upon exercise
thereof at a price subject to adjustment of $80 per Right (the "Purchase
Price"), a number of Shares which have a market value of two times the
Purchase Price. In the event that at any time following the date (the "Stock
Acquisition Date") of a public announcement that a person, entity or group
of affiliated or associated persons (an "Acquiring Person") has acquired
beneficial ownership of 20% or more of the outstanding Shares, Clark is
involved in a merger or other business combination transaction in which it
is not the continuing or surviving corporation or in which any or all of the
Shares are changed into or exchanged for securities of another party or cash
or other property or 50% or more of Clark's assets or earning power is sold
(the "Flip-Over"), each holder of a Right will thereafter have the right to
purchase, upon the exercise thereof at the Purchase Price, common stock of
the acquiring entity or parent thereof which has a market value of two times
the Purchase Price. Following an Ownership Flip-In or Flip-Over, any Rights
beneficially owned by an Acquiring Person or affiliates or associates of any
Acquiring Person will immediately become null and void. Ingersoll-Rand
believes that the consummation of the Offer likely would trigger the
Ownership Flip-In and as a result cause significant dilution to
Ingersoll-Rand's interest in Clark and render the Offer and the Merger
economically unattractive for Ingersoll-Rand. However, the
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<PAGE>
Ownership Flip-In and the Flip-Over would not be triggered if a majority of
the non-officer Directors of Clark who are not affiliated with an Acquiring
Person (the "Independent Directors") determine, after receiving advice from
one or more investment banking firms, that the acquisition of Shares which
would cause an Acquiring Person to become such was pursuant to a tender or
exchange offer for all outstanding Shares at a price and on terms which such
majority of Independent Directors determines to be fair and otherwise in the
best interests of Clark and its stockholders.
At any time until the close of business on the fifteenth day after the Stock
Acquisition Date, Clark may redeem the Rights in whole but not in part at a
price of $.05 per Right, subject to adjustment. Immediately upon the action
of the Clark Board authorizing redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of
Rights will be to receive $.05 per Right.
Until the Distribution Date, the Rights will be transferred with and only
with the Shares. Until the Distribution Date, the surrender for transfer of
any of the certificates representing Shares (the "Share Certificates") will
also constitute the surrender for transfer of the Rights associated with the
Shares represented by such Share Certificates. Following the Distribution
Date, separate certificates evidencing the Rights ("Rights Certificates")
will be mailed to holders of record of Shares as of the close of business on
the Distribution Date. After the Distribution Date, such separate Rights
Certificates alone will evidence the Rights.
Ingersoll-Rand believes that currently the Rights are not exercisable,
Rights Certificates have not been issued and the Rights are evidenced by the
Share Certificates. Ingersoll-Rand believes that under the Rights Agreement, as
a result of the commencement of the Offer the Distribution Date will be as early
as April 17, 1995 unless prior to that date Clark's Board of Directors redeems
the Rights or takes action to delay the Distribution Date.
If elected, the Ingersoll-Rand Nominees will, subject to their fiduciary
responsibilities, take action to redeem the Rights or take such other action to
invalidate the Rights or render the dilutive provisions thereof inapplicable to
the Offer and the Merger.
(4) The Delaware Takeover Statute Condition. Under the "Delaware
Takeover Statute Condition," Ingersoll-Rand must be satisfied, in its sole
discretion, that the restrictions on business combinations contained in
Section 203 of the Delaware General Corporation Law (the "Delaware Takeover
Statute") would not apply to Acquisition or Ingersoll-Rand in connection
with the Offer or the Merger (as a result of action by Clark's Board of
Directors, the ownership by Acquisition upon consummation of the Offer of at
least 85% of the outstanding voting stock of Clark (other than shares held
by Directors who are also officers and certain employee stock plans of
Clark) or otherwise). In general, the Delaware Takeover Statute prohibits
any person who is the beneficial owner of 15% or more of the outstanding
voting stock of a corporation (a "Statutory Interested Stockholder"), from
engaging in certain business combinations (including the Merger) with such
corporation for a period of three years following the date on which such
person became a Statutory Interested Stockholder unless (i) either the
transaction by which such person became a Statutory Interested Stockholder
or the business combination is approved by the board of directors prior to
the date on which such person became a Statutory Interested Stockholder,
(ii) upon consummation of the transaction which resulted in such person
becoming a Statutory Interested Stockholder, such person owned at least 85%
of the voting stock outstanding at the time the transaction commenced,
excluding shares owned by (a) persons who are both officers and directors of
the corporation and (b) employee stock plans in which employee participants
have the right to determine confidentially whether shares held subject to
the plan will be tendered in a tender or exchange offer, or (iii) subsequent
to the date on which such person became a Statutory Interested Stockholder,
the business combination is approved by the Board of Directors of the
corporation and authorized by the affirmative vote, at a meeting called for
that purpose, of at least two-thirds of the outstanding
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<PAGE>
voting stock not beneficially owned by the Statutory Interested Stockholder
or any of its affiliates or associates or by persons who are either
directors or officers and also employees of the Statutory Interested
Stockholder.
Ingersoll-Rand believes that the solicitation and receipt of revocable
proxies (including the solicitation and receipt of proxies contemplated hereby)
will not constitute Ingersoll-Rand or Acquisition a "Statutory Interested
Stockholder" of Clark under the Delaware Takeover Statute.
If elected, the Ingersoll-Rand Nominees will, subject to their fiduciary
responsibilities, take action to approve the Offer and the Merger in order to
satisfy the Delaware Takeover Statute Condition.
The Offer is also subject to the other terms and conditions which are
described in the Offer to Purchase and the related letter of transmittal, copies
of which are available from the Agent at the addresses and telephone numbers set
forth on the back cover of this Proxy Statement. Ingersoll-Rand urges you to
obtain a copy of the Offer to Purchase, the letter of transmittal and other
Offer documents. This Proxy Statement is neither a request for the tender of
Shares nor an offer with respect thereto. The Offer is being made only by means
of the Offer to Purchase and the related letter of transmittal.
Ingersoll-Rand has requested the Clark Board (i) to satisfy the Rights
Condition by redeeming or otherwise making inapplicable to the Offer and the
Merger the Rights or causing the dilutive provisions thereof not to be triggered
by the Offer or the Merger and (ii) to satisfy the Supermajority Charter
Condition and the Delaware Takeover Statute Condition by adopting a resolution
approving the Offer and the Merger for purposes of the Supermajority Charter
Provision and the Delaware Takeover Statute. To date, the Clark Board has
refused to take any such action.
ACCORDINGLY, IF ELECTED, THE INGERSOLL-RAND NOMINEES WILL SEEK TO CAUSE
CLARK TO TAKE ALL STEPS NECESSARY, INCLUDING THE ACTIONS SPECIFIED ABOVE, TO
PERMIT THE OFFER AND THE MERGER TO PROCEED, SUBJECT TO THEIR FIDUCIARY
RESPONSIBILITIES AS DIRECTORS OF CLARK TO GIVE DUE CONSIDERATION TO ANY BONA
FIDE ACQUISITION PROPOSALS AT A PRICE HIGHER THAN INGERSOLL-RAND'S PROPOSAL.
SOLICITATION OF PROXIES
Proxies may be solicited by mail, advertisement, telephone or telecopier and
in person. Solicitations may be made by directors, officers, investor relations
personnel and other employees of Ingersoll-Rand, none of whom will receive
additional compensation for such solicitations. Ingersoll-Rand will request
banks, brokerage houses and other custodians, nominees and fiduciaries to
forward all of its solicitation materials to the beneficial owners of the Shares
they hold of record. Ingersoll-Rand will reimburse these record holders for
customary clerical and mailing expenses incurred by them in forwarding these
materials to their customers.
Ingersoll-Rand has retained the Agent for solicitation and advisory services
in connection with the solicitation, for which the Agent is to receive a fee not
to exceed $150,000, together with reimbursement for its reasonable out-of-pocket
expenses. Ingersoll-Rand has also agreed to indemnify the Agent against certain
liabilities and expenses, including liabilities and expenses under the federal
securities laws. The Agent will solicit proxies for the Annual Meeting from
individuals, brokers, banks, bank nominees and other institutional holders. It
is anticipated that the Agent will employ approximately 75 persons to solicit
stockholders for the Annual Meeting. The Agent is also acting as Information
Agent in connection with the Offer, for which the Agent will be paid customary
compensation in addition to reimbursement of reasonable out-of-pocket expenses.
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") is
acting as dealer manager in connection with the Offer and as Ingersoll-Rand's
financial advisor in connection with the proposed acquisition of Clark. To date,
Ingersoll-Rand has paid Merrill Lynch a fee of $950,000.
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<PAGE>
Ingersoll-Rand has agreed to pay Merrill Lynch an additional fee of $4,450,000
upon the consummation of the Offer or a merger or other business combination
with, or acquisition of 50% or more of the Shares or of all or substantially all
of the assets of, Clark. Ingersoll-Rand and Acquisition will also reimburse
Merrill Lynch for reasonable out-of-pocket expenses, including reasonable
attorneys' fees, and have also agreed to indemnify Merrill Lynch against certain
liabilities under the federal securities laws. Merrill Lynch may from time to
time render various investment banking services to Ingersoll-Rand and its
affiliates for which it would be paid customary fees. In connection with Merrill
Lynch's engagement as financial advisor, Ingersoll-Rand anticipates that
employees of Merrill Lynch may communicate in person, by telephone or otherwise
with a limited number of institutions, brokers or other persons who are Clark
stockholders for the purpose of assisting in the solicitation of proxies for the
Annual Meeting. Merrill Lynch will not receive any additional fee for or in
connection with such activities apart from the fees which it is otherwise
entitled to receive as described above.
The entire expense of soliciting proxies for the Annual Meeting is being
borne by Ingersoll-Rand. Ingersoll-Rand will not seek reimbursement for such
expenses from Clark. Costs incidental to these solicitations of proxies include
expenditures for printing, postage, legal, accounting, public relations,
soliciting, advertising and related expenses and are expected to be
approximately $500,000 in addition to the fees of Merrill Lynch described above.
Total costs incurred to date in furtherance of or in connection with these
solicitations of proxies are approximately $[ ].
OTHER INFORMATION
Acquisition, a Delaware corporation and a wholly owned subsidiary of
Ingersoll-Rand, was organized in connection with the Offer and has not carried
on any activities to date other than those incident to its formation and the
commencement of the Offer.
Ingersoll-Rand is a New Jersey corporation organized in 1905.
Ingersoll-Rand, together with its subsidiaries, manufactures and sells primarily
industrial machinery and capital equipment, including compressors, bearings,
pumps, engine starting systems, power tools, rock drills, construction
equipment, automotive components and door hardware. Ingersoll-Rand believes that
it is one of the leading manufacturers in the world of a broad line of air
compression systems, anti-friction bearings, construction equipment, air tools
and pumps. Products are sold primarily under Ingersoll-Rand's name and also
under other names including Torrington, Fafnir, Klemm, Schlage, CPM, LCN
Closers, Von Duprin, Aro, ABG, Ingersoll-Dresser Pumps, Pacific, Worthington,
Jeumont-Schneider Pumps and Pleuger.
Ingersoll-Rand is involved in two ventures with Dresser Industries, Inc.:
Dresser-Rand Company, which manufactures and sells reciprocating compressors and
turbomachinery worldwide and in which Ingersoll-Rand has a 49% interest, and
Ingersoll-Dresser Pump Company, which manufactures and sells industrial pumps
and in which Ingersoll-Rand has a 51% interest. Ingersoll-Rand also maintains
extensive research, engineering and development facilities for experimenting,
testing and developing high quality products.
Certain information about the Directors and executive officers of
Ingersoll-Rand and certain employees and other representatives of Ingersoll-Rand
and Acquisition who may also assist the Agent in soliciting proxies is set forth
in the attached Schedule I. Schedule II sets forth certain information relating
to Shares owned by Ingersoll-Rand, such individuals and the Ingersoll-Rand
Nominees and certain transactions between any of them and Clark. Certain
information regarding Shares held by Clark Directors, nominees, management and
5% stockholders is contained in the Clark Proxy Statement and is incorporated
herein by reference.
Ingersoll-Rand assumes no responsibility for the accuracy or completeness of
any information contained herein which is based on, or incorporated by reference
to, the Clark Proxy Statement.
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PLEASE INDICATE YOUR SUPPORT OF THE INGERSOLL-RAND NOMINEES BY COMPLETING,
SIGNING AND DATING THE ENCLOSED [BLUE] ANNUAL MEETING PROXY CARD AND RETURNING
IT PROMPTLY TO INGERSOLL-RAND, C/O GEORGESON & COMPANY INC., WALL STREET PLAZA,
88 PINE STREET, NEW YORK, NEW YORK 10005 IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
NECESSARY IF THE ENVELOPE IS MAILED IN THE UNITED STATES.
INGERSOLL-RAND COMPANY
CEC ACQUISITION CORP.
April [ ], 1995
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SCHEDULE I
INFORMATION CONCERNING CERTAIN DIRECTORS, EXECUTIVE OFFICERS
AND OTHER REPRESENTATIVES OF INGERSOLL-RAND AND ACQUISITION
The following table sets forth the name and the present principal occupation
or employment, and the name, principal business and address of any corporation
or other organization in which such employment is carried on, of (1) certain
Directors and executive officers of Ingersoll-Rand and Acquisition and (2) other
representatives of Ingersoll-Rand who in each case may assist the Agent in
soliciting proxies from Clark stockholders. Unless otherwise indicated, the
principal business address of each Director, executive officer, employee or
representative of Ingersoll-Rand, and each Director or executive officer of
Acquisition, named below is 200 Chestnut Ridge Road, Woodcliff, NJ 07675.
DIRECTORS AND EXECUTIVE OFFICERS OF INGERSOLL-RAND AND ACQUISITION
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
- ------------------------------ ------------------------------------------------------------
<S> <C>
James E. Perrella............. Chairman, President and Chief Executive Officer and Director
of Ingersoll-Rand
Thomas F. McBride............. Senior Vice President and Chief Financial Officer of
Ingersoll-Rand; President and Director of Acquisition
William G. Mulligan........... Executive Vice President of Ingersoll-Rand; Director of
Acquisition
J. Frank Travis............... Executive Vice President of Ingersoll-Rand
William J. Armstrong.......... Vice President and Treasurer of Ingersoll-Rand; Treasurer of
Acquisition
Patricia Nachtigal............ Vice President and General Counsel of Ingersoll-Rand; Vice
President, Assistant Secretary and Director of Acquisition
Ronald G. Heller.............. Secretary and Assistant General Counsel of Ingersoll-Rand;
Secretary of Acquisition
</TABLE>
OTHER REPRESENTATIVES OF INGERSOLL-RAND
WHO MAY ALSO ASSIST IN THE SOLICITATION OF PROXIES
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS(1) PRINCIPAL OCCUPATION OR EMPLOYMENT
- ------------------------------ ------------------------------------------------------------
<S> <C>
Jack Levy..................... Managing Director--Investment Banking Group, Merrill Lynch
Paul A. Stefanick............. Director--Investment Banking Group, Merrill Lynch
J. Russell Crafton............ Associate--Investment Banking Group, Merrill Lynch
</TABLE>
- ------------
(1) The principal business address of all representatives named above is Merrill
Lynch & Co., World Financial Center, North Tower, New York, NY 10281-1305.
18
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SCHEDULE II
SHARES HELD BY INGERSOLL-RAND, ITS DIRECTORS AND EXECUTIVE OFFICERS,
OTHER REPRESENTATIVES OF INGERSOLL-RAND AND THE INGERSOLL-RAND NOMINEES AND
CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND CLARK
Ingersoll-Rand beneficially owns an aggregate of 274,200 Shares held in the
name of Cede & Co. Such Shares were purchased by Ingersoll-Rand for cash in
open-market transactions, as follows:
NUMBER PRICE PER
DATE OF SHARES SHARE
- -------- --------- ------------
2/15/95 5,000 54 1/8
10,000 54
14,600 53 7/8
2/21/95 8,000 55
2/22/95 8,400 55 1/4
5,000 55 1/8
2,000 55
2/23/95 15,000 55 3/8
5,000 55 1/4
5,000 55 1/8
5,000 55
5,000 54 7/8
2/24/95 3,200 54 7/8
5,000 54 3/4
10,000 54 5/8
5,000 54 1/2
NUMBER PRICE PER
DATE OF SHARES SHARE
- -------- --------- ------------
2/27/95 5,000 54 1/2
5,000 54 3/8
30,000 54
20,300 53 7/8
2/28/95 15,000 53 7/8
10,000 53 3/4
10,000 53 5/8
10,000 53 1/2
3/1/95 20,000 54 1/4
10,000 54 1/8
3/2/95 7,600 54 1/8
5,000 54
5,000 53 7/8
10,100 53 3/4
---------
TOTAL: 274,200
William G. Mulligan, Executive Vice President of Ingersoll-Rand and a
Director of Acquisition, currently owns 2,000 Shares, which he acquired more
than two years ago. Mr. Mulligan sold 1,000 Shares on February 2, 1994.
Thomas F. McBride, William G. Mulligan and Patricia Nachtigal have agreed to
serve as the proxies on the [BLUE] Annual Meeting proxy card.
Except as disclosed in this Schedule, none of Ingersoll-Rand, any of its
Directors or executive officers, Acquisition, any of its Directors or executive
officers, the employees or other representatives of Ingersoll-Rand named in
Schedule I or the Ingersoll-Rand Nominees owns any securities of Clark or any
subsidiary of Clark, beneficially or of record, has purchased or sold any of
such securities within the past two years or is or was within the past year a
party to any contract, arrangement or understanding with any person with respect
to any such securities. Except as disclosed in this Schedule, to the best
knowledge of Ingersoll-Rand, its Directors and executive officers, the employees
and other representatives of Ingersoll-Rand named in Schedule I and the
Ingersoll-Rand Nominees, none of their associates beneficially owns, directly or
indirectly, any securities of Clark.
Merrill Lynch, in the ordinary course of its business, maintains customary
arrangements and effects transactions in the securities of Clark for the
accounts of its customers. On March 28, 1995, as a result of its engagement by
Ingersoll-Rand, Merrill Lynch restricted its proprietary and customer trading in
the securities of Clark (although it may still execute program trades for
customers on an unsolicited agency basis).
Other than as disclosed in this Schedule and in the Proxy Statement, to the
knowledge of Ingersoll-Rand, none of Ingersoll-Rand, any of its Directors or
executive officers, Acquisition, any of its Directors or executive officers, the
employees or other representatives of Ingersoll-Rand named in Schedule I or
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<PAGE>
the Ingersoll-Rand Nominees has any substantial interest, direct or indirect, by
security holdings or otherwise, in any matter to be acted upon at the Annual
Meeting.
Other than as disclosed in this Schedule and in the Proxy Statement, to the
knowledge of Ingersoll-Rand, none of Ingersoll-Rand, any of its Directors or
executive officers, Acquisition, any of its Directors or executive officers, the
employees or other representatives of Ingersoll-Rand named in Schedule I or the
Ingersoll-Rand Nominees is, or has been within the past year, a party to any
contract, arrangement or understanding with any person with respect to any class
of securities of Clark, including but not limited to joint ventures, loan or
option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies.
Other than as set forth in this Schedule and except for the Offer, to the
knowledge of Ingersoll-Rand, none of Ingersoll-Rand, any of its Directors or
executive officers, Acquisition, any of its Directors or executive officers, the
employees or other representatives of Ingersoll-Rand named in Schedule I or the
Ingersoll-Rand Nominees or any of their associates have had or will have a
direct or indirect material interest in any transaction or series of similar
transactions since the beginning of Ingersoll-Rand's last fiscal year or any
currently proposed transactions, or series of similar transactions, to which
Clark or any of its subsidiaries was or is to be a party in which the amount
involved exceeds $60,000. In 1994, The Torrington Company, a wholly-owned
subsidiary of Ingersoll-Rand which manufactures and sells bearings and
components, had aggregate sales of $1,015,000, and Scienco, a division of a
joint venture in which Ingersoll-Rand has a 51% ownership interest, and which
manufactures and sells pumps, had aggregate sales of $154,000, in each case to
certain of Clark's divisions and subsidiaries. In 1994, the Rock Drill, Centac
and Road Machinery Divisions of Ingersoll-Rand, together with Ingersoll-Rand's
indirect wholly-owned subsidiary ABG Allgemeine Baumaschinen-Gesellschaft mbH,
made aggregate purchases of $1,686,000 from divisions of Clark which manufacture
and sell axles and related components. Such divisions, subsidiaries and
affiliates of Ingersoll-Rand may continue to engage in similar sales and
purchases with such divisions and subsidiaries of Clark in comparable amounts
from time to time.
Ingersoll-Rand has agreed to indemnify each of the Ingersoll-Rand Nominees
against any expenses (including legal fees) and liabilities arising out of
participation in the proxy solicitation.
Other than as set forth in this Schedule and in the Proxy Statement, to the
knowledge of Ingersoll-Rand, none of Ingersoll-Rand, any of its Directors or
executive officers, Acquisition, any of its Directors or executive officers, the
employees or other representatives of Ingersoll-Rand named in Schedule I or the
Ingersoll-Rand Nominees, or any of their associates, has any arrangements or
understandings with any person or persons with respect to any future employment
by Clark or its affiliates or with respect to any future transactions to which
Clark or any of its affiliates will or may be a party.
To the knowledge of Ingersoll-Rand, no occupation or employment was carried
on by any of the Ingersoll-Rand Nominees with Clark or any corporation or
organization which is or was a subsidiary or other affiliate of Clark and none
of the Ingersoll-Rand Nominees has ever served on the Clark Board.
20
<PAGE>
IMPORTANT
Your proxy is important. No matter how many Shares you own, please give
Ingersoll-Rand your proxy FOR the election of the Ingersoll-Rand Nominees by:
MARKING the enclosed [BLUE] Annual Meeting proxy card,
SIGNING the enclosed [BLUE] Annual Meeting proxy card,
DATING the enclosed [BLUE] Annual Meeting proxy card and
MAILING the enclosed [BLUE] Annual Meeting proxy card TODAY in the envelope
provided (no postage is required if mailed in the United States).
If you have already submitted a proxy to Clark for the Annual Meeting, you
may change your vote to a vote FOR the election of the Ingersoll-Rand Nominees
by marking, signing, dating and returning the enclosed [BLUE] proxy card for the
Annual Meeting, which must be dated after any proxy you may have submitted to
Clark. Only your latest dated proxy for the Annual Meeting will count at such
meeting.
If you have any questions or require any additional information concerning
this Proxy Statement or the proposal by Ingersoll-Rand to acquire Clark, please
contact Georgeson & Company Inc. at the address set forth below. IF ANY OF YOUR
SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER
INSTITUTION, ONLY IT CAN VOTE SUCH SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC
INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR
ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE THE [BLUE] ANNUAL MEETING PROXY
CARD.
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
(212) 440-9800 (CALL COLLECT)
OR
CALL TOLL FREE (800) 223-2064
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<PAGE>
PRELIMINARY COPIES CLARK EQUIPMENT COMPANY
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY INGERSOLL-RAND COMPANY
The undersigned stockholder of Clark Equipment Company hereby appoints each
of Thomas F. McBride, William G. Mulligan and Patricia Nachtigal and each of
them with full power of substitution, for and in the name of the undersigned, to
represent and to vote, as designated below, all shares of common stock of Clark
Equipment Company that the undersigned is entitled to vote if personally present
at the 1995 Annual Meeting of Stockholders of Clark Equipment Company, and at
any adjournment thereof. The undersigned hereby revokes any previous proxies
with respect to the matters covered by this Proxy.
INGERSOLL-RAND COMPANY RECOMMENDS A VOTE FOR PROPOSAL 1.
(Please mark each proposal with an "X" in the appropriate box)
1. ELECTION OF DIRECTORS:
Election of Robert N. Flint, Clyde H. Folley, William G. Kuhns, Donald E.
Lowe, Allan D. Nichols, Donald E. Procknow and Willis A. Strauss as Directors
whose terms expire in 1996.
FOR ALL NOMINEES WITHHOLD AUTHORITY
(EXCEPT AS MARKED BELOW) / / FOR ALL NOMINEES / /
(INSTRUCTION: To withhold authority to vote for one or more nominees, mark FOR
above and print the name(s) of the person(s) with respect to whom you wish to
withhold authority to vote in the space provided below.)
...............................................................................
2. APPOINTMENT OF PRICE WATERHOUSE LLP AS 1995 INDEPENDENT ACCOUNTANTS
FOR / / AGAINST / / ABSTAIN / /
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF,
IF SUCH OTHER BUSINESS ADVERSELY AFFECTS INGERSOLL-RAND COMPANY.
(Continued on other side)
<PAGE>
(Continued from other side)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE PROVIDED.
This Proxy, when properly executed, will be voted in the manner marked herein
by the undersigned stockholder. IF NO MARKING IS MADE, THIS PROXY WILL BE DEEMED
TO BE A DIRECTION TO VOTE FOR PROPOSAL 1 AND TO ABSTAIN FROM VOTING ON PROPOSAL
2.
PLEASE DATE AND SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS HEREON.
................................
(Signature)
................................
(Signature if jointly held)
................................
(Title)
Dated............................
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<S> <C>
TO VOTE IN ACCORDANCE WITH THE INGERSOLL-RAND COMPANY'S When shares are held by joint tenants, both
RECOMMENDATION, JUST SIGN AND DATE THIS PROXY; NO BOXES should sign. When signing as attorney-in-fact,
NEED TO BE CHECKED. executor, administrator, trustee, guardian,
corporate officer or partner, please give full
title as such. If a corporation, please sign in
corporate name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
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