Schedule 14D-9/A
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
SCHEDULE 14D-9
(Amendment
No. 1)
Solicitation/Recommendation
Statement Under Section 14(d)(4)
of
the
Securities Exchange Act of 1934
____________________
Clark,
Inc.
(Name
of
Subject Company)
Clark,
Inc.
(Name
of
Person(s) Filing Statement)
Common
Stock, Par Value $0.01 Per Share
and
Associated Preferred Stock Purchase Rights
(Title
of
Class of Securities)
____________________
181457102
(CUSIP
Number of Class of Securities)
____________________
Thomas
M. Pyra
President
Clark,
Inc.
102
South Wynstone Park Drive
North
Barrington, Illinois 60010
(847)
304-5800
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notice and Communications
on
Behalf
of the Person(s) Filing Statement)
____________________
With
a copy to:
John
T. Blatchford, Esq.
Vedder,
Price, Kaufman & Kammholz, P.C.
222
North LaSalle Street, Suite 2600
Chicago,
Illinois 60601
(312) 609-7500
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¨
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Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
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INTRODUCTION
This
Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (this “Schedule 14D-9”) of Clark, Inc., a
Delaware corporation (the “Company”) originally filed on December 13, 2006
with the Securities and Exchange Commission relating to an offer by AUSA Merger
Sub, Inc., a Delaware corporation (the “Purchaser”) and a wholly owned
subsidiary of AUSA Holding Company, a Maryland corporation (“Parent”), to
purchase all of the outstanding shares of Common Stock of the Company not owned
by Purchaser or Parent. Parent is a wholly owned subsidiary of AEGON USA, Inc.,
an Iowa corporation (“AEGON USA”), which is an indirect wholly owned subsidiary
of AEGON N.V., a company organized under the laws of The Netherlands (“AEGON
NV”). Purchaser, Parent, AEGON USA and AEGON NV are sometimes referred to herein
collectively as the “AEGON Group” or “AEGON.” Capitalized terms used herein and
not otherwise defined have the meanings assigned to them in the Schedule
14D-9.
Amendments
to Schedule 14D-9
ITEM
9. EXHIBITS.
The
list
of exhibits under Item 9 of the Schedule 14D-9 is hereby amended to include
the following additional exhibits, which are being filed herewith or
incorporated herein:
Exhibit
Number Description
(a)(15) Press
Release
of the Company dated February 15, 2007 announcing an increase in the
purchase price for the MBO Businesses.
(e)(19) Fifth
Amendment to the Employment Agreement between the Company, Clark Consulting,
Inc. and W.T. Wamberg (incorporated herein by reference to Exhibit 10.1
of the
Company’s Current Report on Form 8-K filed with the Commission on January 11,
2007).
(e)(20) First
Amendment to Asset Purchase Agreement, dated January 29, 2007, by and among
the
Company, Clark Consulting, Inc., Clark Wamberg, LLC and Tom Wamberg, as
joint
obligor (incorporated herein by reference to Exhibit 2.1 of the Company’s
Current Report on Form 8-K filed with the Commission on February 5,
2007).
(e)(21) Letter
dated January 29, 2007 from Clark Wamberg LLC and Tom Wamberg to Dr. Randolph
A.
Pohlman, Chairman of the Special Committee of the Board of Directors
(incorporated herein by reference to Exhibit 99.1 of the Company’s Current
Report on Form 8-K filed with the Commission on February 5, 2007).
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.
| February
15, 2007 |
By: |
/s/
Thomas M. Pyra |
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Name: |
Thomas
M. Pyra |
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Title: |
President |
Index
to Exhibits
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Exhibit
Number
|
Description
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(a)(15)
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Press
Release of the Company dated February 15, 2007 announcing increase in
purchase price for the MBO Businesses.
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(e)(19)
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Fifth
Amendment to the Employment Agreement between the Company, Clark
Consulting, Inc. and W.T. Wamberg (incorporated herein by reference
to
Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the
Commission on January 11, 2007).
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(e)(20)
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First
Amendment to Asset Purchase Agreement, dated January 29, 2007, by
and
among the Company, Clark Consulting, Inc., Clark Wamberg, LLC and
Tom
Wamberg, as joint obligor (incorporated herein by reference to Exhibit
2.1
of the Company’s Current Report on Form 8-K filed with the Commission on
February 5, 2007).
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(e)(21)
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Letter
dated January 29, 2007 from Clark Wamberg LLC and Tom Wamberg to
Dr.
Randolph A. Pohlman, Chairman of the Special Committee of the Board
of
Directors (incorporated herein by reference to Exhibit 99.1 of the
Company’s Current Report on Form 8-K filed with the Commission on February
5, 2007).
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