SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
AMENDMENT NO. 10
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. 10 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 24, 1995, the Parent issued a press release announcing that it had
received early termination of the waiting period under the Hart-Scott-Rodino
Act relating to the Offer and indicating that it expects to consummate the
Offer on the Expiration Date, currently 5:00 P.M., New York City Time, on
Thursday, May 25, 1995, subject to the terms thereof. The full text of the
press release is set forth in Exhibit 11(a)(25) and is incorporated herein by
reference.
Item 10. Additional Information.
Items 10(b), (c), (e) and (f) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
The information provided in this Amendment No. 10 under Item 5 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)(25) Press release issued by the Parent on May 24, 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 25, 1995
<PAGE>
EXHIBIT INDEX
Exhibit Page
No. Description No.
(a)(25) Press release issued by the Parent on May 24, 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 ANNOUNCES HART-SCOTT-RODINO ACT
CLEARANCE
Woodcliff Lake, New Jersey (May 24, 1995) -- Ingersoll-Rand Company today
announced that it had received early termination of the waiting period under
the Hart-Scott- Rodino Act relating to its proposed purchase of shares of Clark
Equipment Company under Ingersoll-Rand's pending tender offer.
As previously announced, Ingersoll-Rand's tender offer for shares of Clark
is scheduled to expire at 5:00 P.M. New York City time on Thursday, May 25,
1995 and Ingersoll-Rand indicated it expects to consummate the tender offer at
such time, subject to the terms thereof.
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