SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________ SCHEDULE 14D-9 (Amendment No. 8) 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. 8 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 May 24, 1995, Ingersoll-Rand issued a press release announcing that it had received early termination of the waiting period under the Hart-Scott-Rodino Act relating to the Offer and indicating that it expects to consummate the Offer on the Expiration Date, currently 5:00 P.M., New York City Time, on Thursday, May 25, 1995, subject to the terms hereof. The full text of the press release is set forth in Exhibit 25 and is 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 25 -- Press release issued by Ingersoll-Rand on May 24, 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: May 25, 1995 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 25 Press release issued by Ingersoll-Rand on May 24, 1995.