SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee required] For the fiscal year ended December 31, 1993 TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No fee required] For the transition period from _______________ to ______________ Commission File Number: 1-5646 Full title of the Plan and address of the Plan, if different from that of the issuer named below: MELROE SAVINGS AND INVESTMENT PLAN Name of the issuer of the securities held pursuant to the Plan and the address of its principal executive office: CLARK EQUIPMENT COMPANY 100 North Michigan Street P. O. Box 7008 South Bend, Indiana 46634 Total Number of Pages: 14 Exhibit Index at Page: 13 -1- Attached hereto are the financial statements and schedules for the Melroe Savings and Investment Plan ("Plan") prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974. Exhibits (24) Consent of Price Waterhouse ************************************************************ SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. MELROE SAVINGS AND INVESTMENT PLAN By /s/ Dennis D. Beehler Dennis D. Beehler Member, Administrative Committee By /s/ Nancy L. Boose Nancy L. Boose Member, Administrative Committee By /s/ Virginia A. Hippenmeyer Virginia A. Hippenmeyer Member, Administrative Committee By /s/ Richard J. Rosenthal Richard J. Rosenthal Member, Administrative Committee By /s/ Robert D. Johnson Robert D. Johnson Member, Administrative Committee Date: June 30, 1994 -2- Melroe Savings and Investment Plan Financial Statements December 31, 1993 and 1992 - 3 - Report of Independent Accountants To the Participants and Administrator of the Melroe Savings and Investment Plan In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Melroe Savings and Investment Plan at December 31, 1993 and 1992, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and dis- closures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. /s/ Price Waterhouse South Bend, Indiana June 24, 1994 - 4 - MELROE SAVINGS AND INVESTMENT PLAN Statement of Net Assets Available for Benefits Net assets available for benefits at December 31, Fund A Fund B Fund C Total 1993 1992 1993 1992 1993 1992 1993 1992 Plan's undivided interest in the assets of the Clark Equipment Company Master Trust for Individual Account Plans (Notes 3 and 6) $1,560,188 $717,281 $425,860 $184,529 $1,513,767 $ 359,443 $3,499,815 $1,261,253 Net assets available for benefits $1,560,188 $717,281 $425,860 $184,529 $1,513,767 $ 359,443 $3,499,815 $1,261,253 The accompanying notes are an integral part of these financial statements. - 5 - /TABLE MELROE SAVINGS AND INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits For the years ended December 31, Fund A Fund B Fund C Total 1993 1992 1993 1992 1993 1992 1993 1992 Plan's undivided interest in investment income of the Clark Equipment Company Master Trust for Individual Account Plans (Note 6) $103,594 $ 32,574 $ 26,582 $ 11,524 $784,359 $(54,802) $914,535 $ (10,704) Contributions (Note 4): Employee 722,078 559,032 217,673 162,569 19,290 17,898 959,041 739,499 Employer 376,468 310,874 376,468 310,874 722,078 559,032 217,673 162,569 395,758 328,772 1,335,509 1,050,373 Total additions 825,672 591,606 244,255 174,093 1,180,117 273,970 2,250,044 1,039,669 Interfund transfers 20,554 (5,183) (231) (5,292) (20,323) 10,475 Distributions to participants (3,319) (4,684) (2,693) (5,470) (2,066) (11,482) (6,750) Net increase (decrease) 842,907 581,739 241,331 168,801 1,154,324 282,379 2,238,562 1,032,919 Net assets available for benefits: Beginning of year 717,281 135,542 184,529 15,728 359,443 77,064 1,261,253 228,334 End of year $1,560,188 $ 717,281 $425,860 $184,529 $1,513,767 $359,443 $3,499,815 $1,261,253 The accompanying notes are an integral part of these financial statements. - 6 - /TABLE MELROE SAVINGS AND INVESTMENT PLAN Notes to Financial Statements 1. Description of the Plan General...The Melroe Savings and Investment Plan (the "Plan"), as amended, is administered by a committee appointed by the Board of Direc- tors of Clark Equipment Company (the "Company") for the benefit of eligible employees. The Plan was adopted and made effective December 1, 1991. Participation...All individuals employed by the Melroe Company, and whose terms of employment are governed by a collective bargaining agreement with Local Union No. 566 and 560 of Allied Industrial Workers of America, AFL-CIO, are eligible to participate in the Plan upon completion of at least one year of service as defined in the Plan. Contributions...Eligible employees electing to participate in the Plan may make monthly basic contributions of from 1% to 6% of their base pay, as defined by the Plan, and may also make supplemental monthly contributions of 1% to 10% of their base pay. Employee contributions were subject to limitations imposed by the Internal Revenue Service. The Company makes monthly contributions to the Plan equivalent to 50% of the amount of the basic contributions made by participating employees. Vesting...Participants are immediately vested in 100% of all Company contributions. Participant-directed investment programs...Participating employees must elect to allocate their contributions to either (a) a fixed income fund under a group annuity contract (Fund A), (b) an equity fund which invests in equity securities (Fund B), (c) a Clark Equipment Company common stock fund (Fund C), or (d) any two or all three funds in any combination in 25% increments. There were 529 and 452 employees participating in the Plan at December 31, 1993 and 1992, respectively. The participant-directed allocation of deposits or contributions by investment fund as of December 31 for each year is as follows: 100% to 25% or more to ********************* **************************** Funds Funds Funds Funds Fund A Fund B Fund C A & B A & C B & C A&B&C Total 1993 313 41 4 142 8 11 10 529 1992 279 36 3 118 2 6 8 452 Borrowings...The Plan allows participants the option of borrowing against their available fund balances (excluding Company-matched contributions). The principal amount of any participant loan, at origination or renewal, shall not be less than $500 and the maximum loan amount shall not exceed the lesser of 50% of the vested portion of the participant's fund balances or $50,000. The $50,000 maximum loan amount, however, is reduced by the highest outstanding loan balance of the preceding year. Participants are required to repay loans in monthly installments over the term of the loan, generally ranging from one to five years. The loan interest rate is fixed by the Harris Trust and Savings Bank prime rate, as of the loan application date, plus one percentage point. The loan rates were 6.5% and 7% at December 31, 1993 and 1992. - 7 - MELROE SAVINGS AND INVESTMENT PLAN Notes to Financial Statements Distributions...Distributions of participant account balances occur upon termination of employment, retirement, disability or death. Participants have the option to defer the distribution of benefits. However, the participants are prohibited from making contributions during the deferral period. Federal Income Tax Status...The plan administrator was advised by the Internal Revenue Service on November 5, 1992 that the Plan as amended through November 11, 1992 constitutes a qualified plan under the appropriate sections of the Internal Revenue Code (IRC), and is therefore not subject to Federal Income Tax. The Plan has been amended since receiving the determination letter. However, the plan administrator and the plan's tax counsel believe that the plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan's financial statements. Plan Termination...Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). 2. Accounting Policies Basis of Accounting The accounts of the Plan are maintained on the accrual basis of accounting. Investments Investments in equity securities are stated at quoted market value. Investments in group annuity contracts are stated at contract value. Net unrealized appreciation or depreciation for the period is reflected in the statement of changes in net assets available for benefits. Realized gains or losses on sales of investments are recorded as the difference between proceeds received and cost. Cost is determined on the average cost method. Purchases of investments are recorded on the settlement date. Expenses The majority of all Plan expenses is paid by the Plan's administrator, Clark Equipment Company. A portion of the expenses associated with the Metropolitan Life Insurance Company group annuity contract, however, is paid directly by participants of the Plan in the form of reduced fixed income earnings. 3. Investment Valuation Fund A The primary asset of this fund is a group annuity contract held by The Metropolitan Life Insurance Company and is carried at contract value (represented by deposits received and interest credited, reduced by funds transferred and funds disbursed to participants). Interest rates credited to the fund were 8.00% in 1993 and 8.15% in 1992. - 8 - MELROE SAVINGS AND INVESTMENT PLAN Notes to Financial Statements Fund B The primary assets for Fund B were invested as follows: Market Cost Value Description Units Per Unit Per Unit Harris Bank Collective Investment Fund - Index Fund: 1993 400 $885.51 $949.75 1992 197 $822.79 $863.31 Fund C The primary assets of Fund C were invested as follows: Market Cost Value Description Units Per Unit Per Unit Clark Equipment Company Common Stock: 1993 28,826 $27.14 $52.38 1992 18,314 $22.56 $19.50 4. Employer and Employee Contributions Employer contributions to the Plan represent 50% of participants' basic contributions. Employer contributions are invested solely in Fund C. 5. Subsequent events Effective January 1, 1994, the investment options of the Plan were expanded. Funds A and C remain essentially unchanged, while Fund B is replaced with three funds new to the Plan. The three additional funds are the Putnam Vista Fund, the Putnam S&P 500 Index Fund, and The George Putnam Fund of Boston. Effective July 1, 1994, the Putnam Global Growth Fund will be added to the Plan. Effective January 1, 1994, employer contributions are invested in the same funds and in the proportions as the participant contributions. Starting in January, 1994, participants may transfer up to 15% per month of their December 31, 1993, investment in Fund C to other funds of the Plan. Starting in May, 1994, participants may transfer 15% of their Fund C holdings in the first half of each month and another 15% in the second half of each month. Also effective January 1, 1994, participants may allocate their accounts between the funds in 5% increments and may change these allocations on a daily basis. - 9 - MELROE SAVINGS AND INVESTMENT PLAN Notes to Financial Statements 6. Investment in Master Trust The undesignated assets of three of the Company's separate pension plans (Clark Savings and Investment Plan, Melroe Savings and Investment Plan and Chicago Midwest Savings and Investment Plan) are included in the Clark Equipment Company Master Trust for Individual Account Plans. The Trustee maintains separate accounting of all contributions, distributions and income and expenses received by the Trust. Each pension plan has an undivided interest in the assets of the Trust. On the following pages is a summary of the master trust financial information. - 10 - MELROE SAVINGS AND INVESTMENT PLAN Notes to Financial Statements (Note 6 continued) Net Assets Available for Benefits at December 31, Fund A Fund B Fund C Total 1993 1992 1993 1992 1993 1992 1993 1992 Assets Cash $ 1 $ 3,672 $ 131,782 $247,852 $171,851 $224,504 $ 303,634 $476,028 Harris Bank Collective Investment Funds - Index Fund, at market (cost $5,965,173 and $5,440,848) 9,103,396 8,308,511 9,103,396 8,308,511 Metropolitan Life Insurance Company under a group annuity contract, at contract value 58,406,186 52,303,510 58,406,186 52,303,510 Clark Equipment Company- Common Stock, at market (cost $13,714,785 and $18,828,362) 27,308,954 14,037,368 27,308,954 14,037,368 Transfer receivable 8,300 (8,300) Employee loans receivable 2,976,670 2,889,671 511,857 506,599 92,964 174,286 3,581,491 3,570,556 Total assets 61,391,157 55,196,853 9,747,035 9,062,962 27,565,469 14,436,158 98,703,661 78,695,973 Liabilities Distributions payable 264,386 57,399 55,813 377,598 Due to broker 171,508 130,295 171,508 130,295 Total liabilities 264,386 57,399 171,508 186,108 171,508 507,893 Net assets available for benefits $61,391,157 $54,932,467 $9,747,035 $9,005,563 $27,393,961 $14,250,050 $98,532,153 $78,188,080 - 11 - MELROE SAVINGS AND INVESTMENT PLAN Notes to Financial Statements (Note 6 continued) Statement of Changes in Net Assets Available for Benefits for the Years Ended December 31, Fund A Fund B Fund C Total 1993 1992 1993 1992 1993 1992 1993 1992 Addition to net assets attributed to: Interest $4,290,740 $4,284,559 $ 2,302 $ 2,881 $ 3,333 $ 5,597 $4,296,375 $4,293,037 Employee loan interest 230,525 261,971 39,478 42,001 13,275 13,491 283,278 317,463 Collective investment fund income 256,298 251,883 256,298 251,883 Other, primarily realized gains (losses) (3,165) (939) 342,625 378,943 2,417,097 (101,618) 2,756,557 276,386 4,518,100 4,545,591 640,703 675,708 2,433,705 (82,530) 7,592,508 5,138,769 Unrealized appreciation (depreciation): Balance, beginning of year 2,867,664 2,848,356 (4,790,994) (2,517,943) (1,923,330) 330,413 Balance, end of year 3,138,223 2,867,664 13,594,169 (4,790,994) 16,732,392 (1,923,330) Change for year 270,559 19,308 18,385,163 (2,273,051) 18,655,722 (2,253,743) Contributions: Employee 3,719,123 4,134,512 849,485 968,406 181,063 182,389 4,749,671 5,285,307 Employer 109,159 112,383 1,593,517 1,776,430 1,702,676 1,888,813 Total additions 3,828,282 4,246,895 849,485 968,406 1,774,580 1,958,819 6,452,347 7,174,120 Deductions from net assets attributed to: Distributions to employees (8,293,553) (7,220,439) (1,333,087) (1,733,497) (2,729,864) (2,503,343) (12,356,504) (11,457,279) Interfund transfers 6,405,861 (4,656,203) 313,812 1,450,388 (6,719,673) 3,205,815 Total deductions (1,887,692) (11,876,642) (1,019,275) (283,109) (9,449,537) 702,472 (12,356,504) (11,457,279) Net increase (decrease) 6,458,690 (3,084,156) 741,472 1,380,313 13,143,911 305,710 20,344,073 (1,398,133) Net assets available for benefits: Beginning of year 54,932,467 58,016,623 9,005,563 7,625,250 14,250,050 13,944,340 78,188,080 79,586,213 End of year $61,391,157 $54,932,467 $9,747,035 $9,005,563 $27,393,961 $14,250,050 $98,532,153 $78,188,080 - 12 - PAGE> </TABLE EXHIBIT INDEX Exhibit Description Page at Which Filed (24) Consent of Price Waterhouse 14 -13- Exhibit (24) Price Waterhouse 202 South Michigan Street Telephone 219 233 8261 P.O. Box 47 South Bend, IN 46624 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8, No. 33-44275, of our report dated June 24, 1994, which report is included in the Financial Statements for the Melroe Savings and Investment Plan for the year ended December 31, 1993, which are filed along with the Form 11-K to which this consent is attached as an exhibit. /s/ Price Waterhouse Price Waterhouse South Bend, Indiana June 28, 1994 - 14 -