SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FINAL AMENDMENT
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) 455-200
<PAGE>
CUSIP No. 181 39 610
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CEC ACQUISITION CORP. */
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Directly: 16,827,817*/
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES
[ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.4%*/
10 TYPE OF REPORTING PERSON
CO
*/ Shares owned as of the date of the reportable event, May 25, 1995.
<PAGE>
CUSIP No. 181 39 610
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
INGERSOLL-RAND COMPANY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Indirectly through a wholly owned subsidiary: 16,827,817*/
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES
[ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.4%*/
10 TYPE OF REPORTING PERSON
CO
*/ As of the date of the reportable event, May 25, 1995.
<PAGE>
This Final Amendment 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 31, 1995, the Parent announced that it had merged the Purchaser
into the Company with the Company continuing as the surviving corporation in
the Merger and that the Merger became effective at 5:00 P.M. on Wednesday, May
31, 1995. Because the Purchaser had acquired at least 90% of the outstanding
Shares, the Merger was effected without a meeting of stockholders of the
Company. As a result of the Merger, the Company became 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 choosing to dissent and demand appraisal of their Shares)
was cancelled, extinguished, and converted into the right to receive $86.00 per
Share in cash, without interest thereon, less any applicable withholding taxes.
The full text of the press release is set forth in Exhibit 11(a)(28) and is
incorporated herein by reference.
On May 31, 1995 the Parent requested that the New York Stock Exchange (the
"NYSE") apply on Form 25 to delist the Shares from the NYSE and deregister the
Shares with the Securities and Exchange Commission as soon as practicable
following the Merger.
Item 6. Interest in Securities of the Subject Company.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
Pursuant to the Offer, which expired at 5:00 P.M., New York City time, on
Thursday, May 25, 1995, the Purchaser ultimately acquired 16,553,617 Shares (or
approximately 96.8% of the issued and outstanding Shares). Such Shares, when
added to Shares beneficially owned by Parent prior to the commencement of the
Offer, represent approximately 98.4% of all outstanding Shares.
<PAGE>
The information provided in this Final Amendment under Item 5 is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits
11(a)(28)Press release issued by the Parent on May 31, 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
CLARK EQUIPMENT COMPANY, as successor
by merger to CEC ACQUISITION CORP.
By: /s/ Thomas F. McBride
Name: Thomas F. McBride
Title: Vice President
Date: June 5, 1995
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
No. No.
(a)(28) Press release issued by the Parent on May 31, 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 COMPLETES MERGER
WITH CLARK EQUIPMENT COMPANY
Woodcliff Lake, New Jersey (May 31, 1995) -- Ingersoll-Rand Company today
announced that it has completed the merger of Clark Equipment Company with a
wholly owned subsidiary of Ingersoll-Rand.
The merger, effective at 5:00 P.M. today, was the second step in a two-
step acquisition. The first step, a cash tender offer for all the outstanding
shares of Clark at $86.00 per share, was completed on May 25, 1995. As a
result of the merger, Clark is now a wholly owned subsidiary of Ingersoll-Rand.
The merger results in the automatic conversion of the remaining Clark
shares into the right to receive $86.00 per former Clark share.
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