SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
AMENDMENT NO. 7
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. 7 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 12, 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 19, 1995. Accordingly, the Expiration Date
shall be 5:00 P.M. on Friday, May 19, 1995 unless the Offer is further
extended. The full text of the press release is set forth in Exhibit 11(a)(22)
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:
On May 12, 1995, the Parent issued a press release announcing that it is
engaged in serious negotiations with a prospective purchaser of the assets of
its domestic Paving Equipment Business. The full text of the press release is
set forth in Exhibit 11(a)(22) and 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)(22) Press release issued by the Parent on May 12, 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 12, 1995
<PAGE>
EXHIBIT INDEX
Exhibit Page
No. Description No.
(a)(22) Press release issued by the Parent on May 12, 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 EXTENDS TENDER OFFER
THROUGH MAY 19, 1995
Woodcliff Lake, New Jersey (May 12, 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 19, 1995. The extension of the tender offer
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.
Ingersoll-Rand also announced today that it is engaged in serious
negotiations with a prospective purchaser of the assets of its domestic Paving
Equipment Business. Ingersoll-Rand has been engaging in discussions with the
Justice Department and believes that the sale of this Paving Equipment Business
will eliminate the one area of overlap between the businesses of Clark and
Ingersoll-Rand.
At the close of business on May 11, 1995, approximately 7,058,000 shares
of Clark common stock had been validly tendered in connection with the offer.
