SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
AMENDMENT NO. 5
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. 5 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.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
On May 4, 1995, the Parent issued a press release announcing that it has
extended the period during which the Offer will remain open to 5:00 P.M., New
York City time, on Friday, May 12, 1995. Accordingly, the Expiration Date
shall be 5:00 P.M. on Friday, May 12, 1995 unless the Offer is further
extended. The full text of the press release is set forth in Exhibit 11(a)(20)
and is incorporated herein by reference.
Item 9. Financial Statements of Certain Bidders
Item 9 is hereby amended and supplemented as follows:
On April 25, 1995, the Parent issued a press release reporting net
earnings for the first quarter of 1995. The full text of the press release is
set forth in Exhibit (a)(19) and is incorporated herein by reference.
Item 10. Additional Information.
Items 10(b), (c) and (e) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
On April 27, 1995, the Merger Task Force of the European Commission
informed European counsel to the Parent that it had concluded that the
transaction contemplated by the Offer and the Merger does not fall within the
scope of the Merger Regulation. In addition, the information provided in this
Amendment No. 5 under Item 5 is incorporated herein by reference.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information provided in this Amendment No. 5 under Item 5 is
incorporated herein by reference.
<PAGE>
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented to add the following:
(a)(19) Press release issued by the Parent on April 25, 1995.
(a)(20) Press release issued by the Parent on May 4, 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 4, 1995
<PAGE>
EXHIBIT INDEX
Exhibit Page
No. Description No.
(a)(19) Press release issued by the Parent on April 25, 1995 .
(a)(20) Press Release issued by the Parent on May 4, 1995 . . .
INGERSOLL-RAND NEWS
--------------------------------
Corporate Communications
Woodcliff Lake, New Jersey 07675
Paul A. Dickard
(201) 573-3120
CONTACT: FOR RELEASE: Immediately
Richard D. Johnson
(201) 573-3087
Ingersoll-Rand Reports
40-Percent Gain in Net Earnings
for the First Quarter of 1995
Woodcliff Lake, N.J., April 25, 1995 -- Ingersoll-Rand, a New Jersey-
based manufacturing company, today reported net earnings for the first three
months of the year of $46.3 million, or 44 cents per share. This represents a
40-percent increase - or $13.3 million - over 1994's first-quarter net earnings
of $33.0 million, or 31 cents per share.
A quarterly comparison of key financial data between the periods
follows:
- - Net sales for the first quarter totalled $1.2 billion, reflecting a 17.3-
percent increase over the amount reported for the first three months of
1994.
- - Operating income for the quarter totalled $89.2 million, a 48.3-percent
increase over 1994's first quarter total of $60.1 million.
- - Bearings, Locks and Tools Segment sales for the first quarter of the year
were $554.4 million, up 13.7 percent from the prior year. Operating
income totalled $55.2 million, a $7.8 million improvement over last year's
strong first quarter total of $47.4 million. The Bearings and Components
and Production Equipment groups reported first quarter sales and operating
income improvements when compared to 1994's first quarter. Door Hardware
<PAGE>
Group's sales and operating performance were below last year's strong
first quarter results, primarily due to the negative effect of higher
interest rates on the housing industry.
James E. Perrella, chairman and chief executive officer of the
company stated, "Total bookings for the quarter were $1.4 billion and
established a new record for the company. The new order rate also represented
a 22-percent increase over 1994's first quarter total of $1.1 billion. Almost
every operation within the company reflected improvements in bookings for the
first quarter of 1995, both domestically and internationally."
Mr. Perrella also said, "The company's strong first quarter
performance gives us added incentive to complete our announced acquisition of
Clark Equipment Company in a timely manner."
# # #
(See Attached Tables)
4/25/95
<PAGE>
INGERSOLL-RAND COMPANY
CONSOLIDATED INCOME STATEMENT
(In Thousands Except Per Share Figures)
THREE MONTHS ENDED MARCH 31 1995 1994
- --------------------------- ---- ----
Net Sales $1,185,600 $1,010,300
Operating Income 89,200 60,100
Other Income (Expense), Net (6,000) (2,100)
Interest Expense 9,000 11,900
Dresser-Rand Income 300 5,700
IDP Minority Interest
(Charge) Benefit (2,200) 200
Earnings Before Income Taxes 72,300 52,000
Provision for Income Taxes 26,000 19,000
Net Earnings 46,300 33,000
Net Earnings per Common Share $0.44 $0.31
Average Number of Common Shares 105,600 105,400
SEE ATTACHED NEWS RELEASE FOR ADDITIONAL INFORMATION
<PAGE>
INGERSOLL-RAND COMPANY
BUSINESS SEGMENT REVIEW
FIRST QUARTER
(In Millions of Dollars Except Percentages)
<TABLE>
Three Months
Ended March 31,
----------------------------
<CAPTION>
1995 1994
------- ---------
<S> <C> <C>
Standard Machinery
Sales $ 398.8 $ 319.2
Operating income 35.3 22.9
and as a % of sales 8.9% 7.2%
Engineered Equipment
Sales 232.4 203.5
Operating income 7.6 (1.8)
and as a % of sales 3.3% (0.9)%
Bearings, Locks and Tools
Sales 554.4 487.6
Operating income 55.2 47.4
and as a % of sales 10.0% 9.7%
Total
Sales $1,185.6 $1,010.3
Operating income 98.1 68.5
and as a % of sales 8.3% 6.8%
Unallocated corporate expense (8.9) (8.4)
------- ---------
Consolidated operating income $ 89.2 $ 60.1
-------- ---------
-------- ---------
</TABLE>
[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 EXTENDS TENDER OFFER
THROUGH MAY 12, 1995
Woodcliff Lake, New Jersey (May 4, 1995) -- Ingersoll-Rand Company today
announced that it has extended the period during which its tender offer for
shares of Clark Equipment Company common stock will remain open to 5:00 P.M.,
New York City time, on Friday, May 12, 1995.
The extension has been made in order to allow additional time for the
completion of the review of the transaction by the Antitrust Division of the
Justice Department. As previously announced, the Justice Department has
requested additional information in connection with Ingersoll-Rand's Hart-
Scott-Rodino filing. Ingersoll-Rand has been engaging in discussions with the
Justice Department and expects to satisfactorily resolve any anti-trust
concerns.
As of the close of business on May 3, 1995, approximately 3,310,000
million shares of Clark common stock had been validly tendered in connection
with the offer.
####
