SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
SCHEDULE 14D-9
(Amendment
No. 4)
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)
____________________
Kurt
Laning
Vice
President
Clark,
Inc.
333
West Wacker Drive
Suite
810
Chicago,
Illinois 60606
(312)
697-3450
(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:
|
William
J. Kelty,
Esq.
Lord,
Bissell & Brook LLP
111
South Wacker Drive
Chicago,
IL 60606
|
Craig
Vermie, Esq.
AUSA
Holding Company
4333
Edgewood Road, NE
Cedar
Rapids, IA 52499
(312)
355-8511
|
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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Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
|
INTRODUCTION
This
Amendment No. 4 further amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the
“Schedule 14D-9”) of Clark, Inc., a Delaware corporation (the “Company”),
as previously amended by Amendment No. 1 to Schedule 14D-9 filed with
the Securities and Exchange Commission (the “Commission”) on February 16,
2007, Amendment No. 2 to Schedule 14D-9 filed with the Commission on
February 20, 2007, and Amendment No. 3 to Schedule 14D-9 filed
with the Commission on March 5, 2007, relating to the 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
collectively as the “AEGON Group” or “AEGON.” Capitalized terms used in this
Amendment No. 4 to Schedule 14D-9 and not otherwise defined have the
meanings assigned to them in the Schedule 14D-9.
Amendments
to Schedule 14D-9
ITEM
8. ADDITIONAL INFORMATION.
|
(1)
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New
subsection (k), “Expiration of the Offer; Merger of Purchaser with
the Company,” under Item 8 of the Schedule 14D-9 is hereby added
as follows:
|
(k) Expiration
of the Offer; Merger of Purchaser with the Company.
As
previously announced, the Offer expired at 5:00 p.m. New York City time on
Tuesday, March 6, 2007. The tendered shares of Company common stock,
together with the shares already owned by Parent or Purchaser, represented
over
90% of the shares of the Company Common Stock outstanding. The shares tendered
satisfied a non-waivable minimum tender condition which required that a
majority
of the shares owned by disinterested stockholders (as defined in the Merger
Agreement) be tendered before Parent and Purchaser would be obligated to
purchase any tendered shares.
Because
the shares tendered and accepted by Purchaser and Parent, together with
the
shares already owned by Parent or Purchaser, represented in excess of
90% of the
outstanding shares of the Company, on March 12, 2007, Parent effected a
short-form merger of Purchaser with and into the Company pursuant to
the
provisions of Section 253 of the Delaware General Corporation Law. Pursuant
to the terms of the Merger Agreement, each share of common stock of the
Company
issued and outstanding immediately prior to the effective time of the
Merger
(other than those held by Parent or the Company, or holders who properly
exercise appraisal rights) was converted into the right to receive $17.21
in
cash, without interest, subject to appraisal rights. Upon the effective
time of
the Merger, the separate corporate existence of Purchaser terminated,
the
Company became a wholly-owned subsidiary of Parent and the name of the
surviving
corporation was designated to be “Clark, Inc.”
As
a
result of the Merger, the Company’s common stock ceased to trade on the New York
Stock Exchange (“NYSE”) as of the close of trading on March 12, 2007 and
became eligible for delisting from the NYSE and termination of registration
and
suspension of reporting under the Securities Exchange Act of 1934,
as
amended.
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.
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March
15,
2007
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By: |
/s/
Peter
Gilman |
|
|
Name: |
Peter
Gilman
|
| |
Title: |
President
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