Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 28, 2008, the Board of Directors ("Board") of Clark Holdings Inc. ("Company") appointed Kenneth L. Saunders, effective immediately, to fill the vacancy in the class of directors, designated as Class A, who serve until the Company's annual meeting of stockholders in 2009.

There is no arrangement or understanding between Mr. Saunders and any other person pursuant to which Mr. Saunders was appointed as a director of the Company. Mr. Saunders will be eligible to participate in all non-employee director compensation plans or arrangements available to the Company's other non-employee directors. He has not participated in any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Mr. Saunders as a director of the Company is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 28, 2008, the Board approved an amendment to the Company's Amended and Restated Bylaws ("Bylaws"), effective immediately, to clarify that the position of Chairman of the Board of the Company is a non-executive position. The Board removed previous Section 4.4 of the Bylaws and removed the reference to the Chairman of the Board in Section 4.1. The Bylaws, as amended, are attached hereto as Exhibit 3.1.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits:

Exhibit Description

3.1 Amended and Restated Bylaws.

99.1 Press release, dated December 1, 2008.

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