SOLICITING 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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] 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:
[X] Fee paid previously with preliminary materials.*
[X] 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: $500.00
2) Form, Schedule or Registration Statement No.: 001-05646
3) Filing Party: INGERSOLL-RAND COMPANY AND CEC ACQUISITION CORP.
4) Date Filed: April 3, 1995
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* $500 fee paid previously in connection with the filing of materials pursuant
to Section 240.14a-6(a) on April 3, 1995.
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[Logo] [Logo Address]
April 3, 1995
To the Stockholders of
Clark Equipment Company
On March 28, 1995, Ingersoll-Rand Company made public its proposal to acquire
Clark Equipment Company in a cash merger transaction at a price of between
$75.00 and $77.00 per share. Clark's Board of Directors rejected our proposal
and advised us of its "long-standing" position that Clark is not for sale. On
April 3, 1995, Ingersoll-Rand commenced a tender offer to acquire all
outstanding shares of Clark common stock at $77.00 per share in cash (the
"Tender Offer"). The Tender Offer price represents a 52% premium over the
closing price of Clark common stock on March 14, 1995, the day before
Ingersoll-Rand first conveyed its acquisition proposal to Clark.
On April 3, 1995, Ingersoll-Rand also delivered a notice to Clark nominating
seven individuals for election as directors of Clark at Clark's annual meeting
of stockholders scheduled for May 9, 1995. Ingersoll-Rand intends to solicit
proxies from Clark's stockholders to elect Ingersoll-Rand's nominees at the
annual meeting in place of Clark's existing directors in order to insure that
the Board will take all necessary actions (subject to directors' fiduciary
duties) to approve and effectuate the consummation of the Tender Offer.
All of Ingersoll-Rand's 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.
We will soon be mailing to you Ingersoll-Rand's proxy materials, which will
contain information about Ingersoll-Rand's nominees and the reasons why their
election to Clark's Board is in your best interests. We urge you NOT to return
any WHITE proxy card that you have received from Clark to either Clark or its
agents before you have reviewed Ingersoll-Rand's proxy materials.
Sincerely yours,
INGERSOLL-RAND COMPANY
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ANNEX
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Ingersoll-Rand Company ("Ingersoll-Rand") and its wholly owned
subsidiary CEC Acquisition Corp. ("Acquisition") will be soliciting proxies
for the 1995 annual meeting (the "Annual Meeting") of stockholders of Clark
Equipment Company ("Clark") for the election of the following nominees of
Ingersoll-Rand (the "Ingersoll-Rand Nominees") to the Clark Board of
Directors: Robert N. Flint, Clyde H. Folley, William G. Kuhns, Donald C.
Lowe, Allan D. Nichols, Donald E. Procknow and Willis A. Strauss.
The following individuals (the "Ingersoll-Rand Participants"), all of
whom are directors or executive officers of Ingersoll-Rand or Acquisition,
may be deemed participants in the solicitation of proxies for the election of
the Ingersoll-Rand Nominees on behalf of Ingersoll-Rand and Acquisition:
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) and Ronald G. Heller (Secretary and Assistant
General Counsel of Ingersoll-Rand; Secretary of Acquisition).
Ingersoll-Rand beneficially owns an aggregate of 274,200 shares of
Common Stock, par value $7.50 per share, of Clark ("Shares") held in the name
of Cede & Co. Mr. Mulligan currently owns 2,000 Shares. Other than as set
forth above and in the attached letter, none of Ingersoll-Rand, Acquisition
or (to the knowledge of Ingersoll-Rand and Acquisition) any of the Ingersoll-
Rand Nominees or Ingersoll-Rand Participants has any interest, direct or
indirect, by security holdings or otherwise, in Clark or in any matter to be
acted upon at the Annual Meeting.
Merrill Lynch & Pierce, Fenner & Smith Incorporated ("Merrill Lynch") is
acting as dealer manager in connection with the Tender Offer described in the
attached letter 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. Ingersoll-Rand has agreed to pay Merrill Lynch an
additional fee of $4,450,000 upon the consummation of the Tender 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, and in such capacities the following employees (the
"Merrill Lynch Participants") of Merrill Lynch may be deemed participants in
the solicitation of proxies for the election of the Ingersoll-Rand Nominees
on behalf of Ingersoll-Rand and Acquisition: Jack Levy (Managing Director -
Investment Banking Group), Paul A. Stefanick (Director - Investment Banking
Group) and J. Russell Crafton (Associate - Investment Banking Group).
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.
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
set forth above, to the knowledge of Ingersoll-Rand and Acquisition, none of
Merrill Lynch or any of the Merrill Lynch Participants has any interest,
direct or indirect, by security holdings or otherwise, in Clark or any matter
to be acted upon at the Annual Meeting.
