SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
SCHEDULE 14D-9
(Amendment No. 1)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
__________________________
CLARK EQUIPMENT COMPANY
(Name of Subject Company)
CLARK EQUIPMENT COMPANY
(Name of Person(s) Filing Statement)
Common Stock, Par Value $7.50 Per Share
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
181396 10 2
(CUSIP Number of Class of Securities)
Bernard D. Henely, Esq.
Vice President, General Counsel and Secretary
Clark Equipment Company
100 North Michigan Street
South Bend, Indiana 46634
(219) 239-0100
(Name, address and telephone number of person authorized to
receive notice and communications on behalf of the
person(s) filing statement)
Copy to:
William F. Wynne, Jr., Esq.
White & Case
1155 Avenue Of The Americas
New York, New York 10036
(212) 819-8200
This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9
dated April 12, 1995 (the "Schedule 14D-9"), of Clark
Equipment Company, a Delaware corporation (the "Company")
filed in connection with the tender offer made by CEC
Acquisition Corp., a Delaware corporation (the "Purchaser")
and a wholly-owned subsidiary of Ingersoll-Rand, a New
Jersey corporation ("Ingersoll-Rand") to purchase all of
the outstanding shares of Common Stock, $7.50 par value
(the "Common Stock"), and the associated preferred stock
purchase rights (the "Rights" and, together with the Common
Stock, the "Shares") issued pursuant to the Rights
Agreement dated March 10, 1987, as amended and restated as
of August 14, 1990, and as amended as of April 10, 1995
(the "Rights Agreement") between the Company and Harris
Trust and Savings Bank, as Rights Agent (the "Rights
Agent"). Capitalized terms used herein shall have the
definitions set forth in the Schedule 14D-9 unless
otherwise provided herein.
Item 8. Additional Information to be Furnished.
Item 8 is hereby amended and supplemented by adding
thereto the following:
On April 13, 1995, the Company consummated the sale of
its 50% interest in VME Group N.V. (the "VME Group")
pursuant to the Stock Purchase Agreement, dated March 5,
1995, by and among the Company, AB Volvo and Clark-Hurth
Components Marketing Company (the "VME Sale Agreement")
(which agreement is described in the Company's Current
Report on Form 8-K filed with the Commission on March 6,
1995). The total cash consideration paid to the Company in
connection with the sale of the VME Group in accordance
with the VME Sale Agreement was $573 million plus accrued
interest. The consummation of the VME Sale Agreement is
one of the conditions to the Offer by the Purchaser which
required that the cash proceeds of the sale of the VME
Group be not less than $573 million. The Company issued a
press release with respect thereto on April 13, 1995. A
copy of such press release is filed as Exhibit 18 hereto
and incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding
thereto the following:
Exhibit 18 -- Press release issued by the Company on April
13, 1995.
-2-
SIGNATURE
After reasonable 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.
CLARK EQUIPMENT COMPANY
By: /s/ Bernard D. Henely
---------------------------
Name: Bernard D. Henely
Title: Vice President and
General Counsel
Dated: April 13, 1995
EXHIBIT INDEX
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Exhibit No. Description
__________ __________
18 Press release issued by the Company on April 13,
1995.