<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration Number 333-52725
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 20, 1998
$200,000,000
CASE CREDIT CORPORATION
$100,000,000 6 1/8% Notes due October 15, 2001
$100,000,000 Floating Rate Notes due January 21, 2000
------------
We will pay interest on the 6 1/8% Notes on April 15 and October 15 of
each year, commencing on April 15, 1999. We will pay interest on the
Floating Rate Notes on each January 21, April 21, July 21 and
October 21, commencing on January 21, 1999. The Floating
Rate Notes will bear interest at LIBOR plus 0.70%.
Neither the 6 1/8% Notes nor the Floating Rate
Notes are redeemable prior to maturity.
The 6 1/8% Notes have been approved for listing on the New York Stock
Exchange under the symbol "CSE 01," subject to official notice
of issuance. We intend to apply for listing of the
Floating Rate Notes on the New York Stock
Exchange.
Our principal executive office is located at 700 State
Street, Racine, Wisconsin 53403.
Our
telephone
number
is (414)
636-
6011.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC (1) COMMISSIONS COMPANY
------------ ------------- ------------
<S> <C> <C> <C>
Per 6 1/8% Note......................... 99.836% 0.400% 99.436%
Per Floating Rate Note.................. 100.000% 0.200% 99.800%
Total................................... $199,836,000 $600,000 $199,236,000
</TABLE>
(1) Plus accrued interest, if any, from the date of original issuance.
Delivery of the 6 1/8% Notes and the Floating Rate Notes in book-entry form
only will be made through The Depository Trust Company on or about October 27,
1998, against payment in immediately available funds.
CREDIT SUISSE FIRST BOSTON MERRILL LYNCH & CO.
Prospectus Supplement dated October 22, 1998.
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH
WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.
------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
The Company................................................................. S-3
Use of Proceeds............................................................. S-3
Description of Notes........................................................ S-4
Underwriting................................................................ S-7
Legal Matters............................................................... S-8
PROSPECTUS
Available Information....................................................... 2
Documents Incorporated by Reference......................................... 2
The Company................................................................. 3
Case Corporation............................................................ 4
Relationship with Case Corporation.......................................... 4
Use of Proceeds............................................................. 5
Ratio of Earnings to Fixed Charges.......................................... 5
Description of Securities................................................... 6
Plan of Distribution........................................................ 14
Legal Matters............................................................... 15
Experts..................................................................... 15
</TABLE>
S-2
<PAGE>
THE COMPANY
We are a finance subsidiary of Case Corporation ("Case"). We provide and
administer financing for the retail purchase or lease of new and used Case and
other agricultural and construction equipment. In addition, we facilitate and
finance the sale of insurance products to retail customers, provide financing
for Case dealers and rental equipment yards, and also provide other retail
financing programs in North America. We are expanding our business by providing
retail and dealer financing in new geographic regions and for a broader range
of equipment, and by offering new financing products to Case dealers, end-use
customers and others. The mix of receivables and other financial assets in our
portfolio will change as we expand our business. Furthermore, if Case's mix of
equipment sales shifts from agricultural equipment to more construction
equipment, then our portfolio will also likely shift in a similar way. We also
continue to implement an asset-management strategy of retaining a larger
percentage of our receivables and other assets on our balance sheet, as opposed
to selling those assets in asset-backed securitization transactions. This
strategy has resulted in an increase in total assets to $3.0 billion as of
September 30, 1998 as compared to $2.0 billion as of September 30, 1997 and an
increase in long term debt to $1.4 billion as of September 30, 1998 as compared
to $410 million as of September 30, 1997. Long term, we believe this strategy
should generate a more stable earnings performance for us. In the short term,
however, our earnings growth may be constrained as we continue to grow our on-
balance sheet portfolio of assets.
On October 15, 1998, we announced our unaudited financial results for the
quarter ended September 30, 1998. We reported net income of $25 million for the
third quarter of 1998, up 9 percent from $23 million in the comparable period
last year. Revenues increased 44 percent over the prior year to a record $108
million. For the first nine months of 1998, revenues increased 31 percent over
the prior year period to $264 million. Net income for the nine-month period was
$62 million, comparable to last year. Our serviced portfolio grew to a record
$6.4 billion as of September 30, 1998, a 30 percent increase over last year.
Financing originations increased 40 percent in the third quarter and 41 percent
for the first nine months, as compared to the prior year periods. Diversified
financing represented 29 percent of total retail originations during the third
quarter and 25 percent for the first nine months. Diversified retail
originations increased approximately 170 percent from 1997 to 1998.
Case Capital Corporation, recently formed by Case to provide broad-based
financial services for the global marketplace, will soon encompass Case Credit
Corporation.
USE OF PROCEEDS
We will receive net proceeds of approximately $199,056,000 (after the payment
of expenses) from the sale of the 6 1/8% Notes and the Floating Rate Notes. We
plan to use the net proceeds to fund retail finance programs which we offer to
end-use customers, to fund dealer rental equipment finance programs which we
offer to Case dealers and for other corporate purposes, including the repayment
of indebtedness. Pending such use, we will use the net proceeds of the offering
to repay commercial paper issued by us. Such commercial paper is backed by our
$1.2 billion revolving credit facility. On September 30, 1998, indebtedness
under commercial paper issued by us bore interest at the weighted average rate
of 5.74% per year. Such commercial paper matures at various dates, the latest
such maturity date, as of September 30, 1998, being December 22, 1998. As of
September 30, 1998, we had approximately $787.4 million in commercial paper
outstanding. We use commercial paper to purchase receivables.
S-3
<PAGE>
DESCRIPTION OF NOTES
The 6 1/8% Notes and the Floating Rate Notes are together referred to in this
prospectus supplement as the "Notes." The following is a summary of some of the
important terms of the Notes. This summary supplements the description of the
general terms and provisions of our debt securities set forth in the
accompanying prospectus. This summary replaces and supersedes the description
in the accompanying prospectus to the extent that the prospectus and this
summary are inconsistent. The statements concerning the Notes and the Indenture
in this prospectus supplement are not complete. All such statements are
qualified by reference to the accompanying prospectus and the provisions of the
Indenture, which has been filed with the Securities and Exchange Commission.
GENERAL
The 6 1/8% Notes and the Floating Rate Notes will each be issued as a single
series of Securities under an Indenture (the "Indenture"), dated as of October
1, 1997, between us and The Bank of New York, as Trustee (the "Trustee"), and
will each be limited to $100,000,000 aggregate principal amount. The Trustee
will initially be the Securities Registrar and Paying Agent (the "Paying
Agent"). The 6 1/8% Notes and the Floating Rate Notes will rank pari passu with
each other and with all of our other unsecured and unsubordinated indebtedness.
The 6 1/8% Notes will mature on October 15, 2001. The Floating Rate Notes will
mature on January 21, 2000. We have issued $150,000,000 aggregate principal
amount of our 6 3/4% Notes due October 21, 2007 and a total of $629,200,000 of
medium-term notes under the Indenture. We will issue the Notes only in
registered form without coupons in denominations of $1,000 and integral
multiples thereof.
The 6 1/8% Notes and the Floating Rate Notes will each be represented by one
or more Global Securities (as defined on page 7 of the accompanying prospectus)
registered in the name of a nominee of The Depository Trust Company ("DTC").
The ownership interests ("Book-Entry Interests") in such Global Securities will
be shown on, and transfers thereof will be effected only through, records
maintained by DTC or its nominee for such Global Securities and on the records
of DTC participants. Except as described below and in the accompanying
prospectus, owners of Book-Entry Interests will not be considered the Holders
of Notes and will not be entitled to receive physical delivery of Notes in
definitive form. If the book-entry system is discontinued, including if DTC is
unwilling or unable to continue as Depository, the Company will issue
individual Notes to owners of Book-Entry Interests in exchange for the Global
Securities. See "Description of Securities--Book-Entry Securities" in the
accompanying prospectus.
The Underwriters will pay for the Notes in immediately available funds. We
will pay principal, premium, if any, and interest on the Notes in immediately
available funds. The Notes will trade in DTC's Same-Day Funds Settlement
System. Thus, purchasers of Notes in the secondary market must pay for the
Notes in immediately available funds. We cannot give any assurance as to the
effect, if any, of settlement in immediately available funds on trading
activity in the Notes.
The Notes are not redeemable prior to maturity. The Notes do not provide for
any sinking fund.
The provisions of Sections 13.2 and 13.3 of the Indenture relating to
defeasance and covenant defeasance, described in the accompanying prospectus
under "Description of Securities--Defeasance and Covenant Defeasance," are
applicable to the Notes.
The Indenture does not contain covenants or other provisions designed to
afford holders of the Notes protection in the event of a highly leveraged
transaction, change in credit rating or other
S-4
<PAGE>
similar occurrence. Under certain circumstances, Case must retain ownership of
all of our voting stock and must make support payments to us. See "Relationship
With Case Corporation" in the accompanying prospectus.
INTEREST ON THE 6 1/8% NOTES
Interest on the 6 1/8% Notes will be computed on the basis of a 360-day year
of twelve 30-day months and will be payable on each April 15 and October 15
(each a "6 1/8% Interest Payment Date"). We will make the first payment of
interest on April 15, 1999. Interest payable on April 15, 1999 will include
interest accrued from October 27, 1998. Interest payable on each 6 1/8%
Interest Payment Date after April 15, 1999 will include interest accrued from
the previous 6 1/8% Interest Payment Date. We will pay interest to the person
in whose name a Note (or any predecessor Note) is registered at the close of
business on the April 1 or October 1, as the case may be, before such 6 1/8%
Interest Payment Date. Payments of principal, premium, if any, and interest to
owners of Book-Entry Interests are expected to be made in accordance with DTC's
and its participants' procedures in effect from time to time. Principal of,
premium, if any, and interest on Notes in definitive form will be payable at
the office or agency of the Company maintained for such purpose in New York,
New York. Initially, such payment will be made at the office of an affiliate of
the Paying Agent.
INTEREST ON THE FLOATING RATE NOTES
Interest Payment Dates. Interest on the Floating Rate Notes will be payable
quarterly on each January 21, April 21, July 21 and October 21, commencing
January 21, 1999 (each a "Floating Rate Interest Payment Date"). Interest
payable on each Floating Rate Interest Payment Date will include interest
accrued from and including October 27, 1998 or from and including the most
recent Floating Rate Interest Payment Date to which interest has been paid or
duly provided for to but excluding the next Floating Rate Interest Payment
Date. Interest payable prior to maturity will be payable to the persons in
whose name the Floating Rate Notes are registered at the close of business on
the fifteenth calendar day preceding a Floating Rate Interest Payment Date. The
interest payment at maturity will include interest accrued to but excluding the
maturity date of the Floating Rate Notes and will be payable to the person to
whom principal is payable.
Payments of principal, premium, if any, and interest to owners of Book-Entry
Interest are expected to be made in accordance with DTC's and its participants'
procedures in effect from time to time. Principal of, premium, if any, and
interest on Floating Rate Notes in definitive form will be payable at the
office or agency of the Company maintained for such purpose in New York, New
York. Initially, such payment will be made at the office of an affiliate of the
Paying Agent.
"Floating Rate Interest Period" shall mean the period beginning on and
including October 27, 1998 to but excluding the first Floating Rate Interest
Payment Date and each successive period from and including a Floating Rate
Interest Payment Date to but excluding the next Floating Rate Interest Payment
Date. Interest shall be computed on the basis of the actual number of days in
the applicable Floating Rate Interest Period divided by 360.
"Interest Reset Date" means the first day of any Floating Rate Interest
Period.
The "Spread" for each Floating Rate Interest Period will be 0.70%.
S-5
<PAGE>
Interest Rate. The per annum rate of interest for each Floating Rate Interest
Period will be (i) LIBOR (as defined herein) on the second London Business Day
preceding the Interest Reset Date for such Floating Rate Interest Period (the
"Interest Determination Date") plus (ii) the Spread. "LIBOR" for each Floating
Rate Interest Period will be determined by the Calculation Agent (as defined
herein) in accordance with the following provisions:
(i) On each Interest Determination Date, the Calculation Agent will
ascertain the offered rate for three-month deposits in U.S. dollars in the
London interbank market, which appears on the Telerate Page 3750 as of
11:00 a.m. (London time) on such Interest Determination Date.
(ii) If such rate does not appear on the Telerate Page 3750, or the
Telerate Page 3750 is unavailable, the Calculation Agent will request four
major banks in the London interbank market (the "Reference Banks") to
provide the Calculation Agent with their offered quotation (expressed as a
rate per annum) for three-month deposits in U.S. dollars to lending banks
in the London interbank market, in a principal amount equal to an amount of
not less than $1 million that is representative for a single transaction in
such market at such time, at approximately 11:00 a.m. (London time) on the
Interest Determination Date. If at least two such quotations are provided,
LIBOR in respect of that Interest Determination Date will be the arithmetic
mean of such quotations.
(iii) If less than two of the Reference Banks provide the Calculation
Agent with such offered quotations, LIBOR in respect of that Interest
Determination Date will be the arithmetic mean of the rates quoted by three
major banks in The City of New York selected by the Calculation Agent at
approximately 11:00 a.m., New York City time, on that Interest
Determination Date for three-month loans in U.S. dollars to leading
European banks, in a principal amount equal to an amount of not less than
$1 million that is representative for a single transaction in such market
at such time; provided, however, that if the banks selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, LIBOR
will be LIBOR in effect on such Interest Determination Date.
"London Business Day" means any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
"Telerate Page 3750" means the display designated as page "3750" on Dow Jones
Markets Limited (or such other page as may replace the 3750 page on that
service or such other service or services as may be nominated by the British
Bankers Association for the purpose of displaying London interbank offered
rates for U.S. dollar deposits).
The Bank of New York will be the "Calculation Agent" with respect to the
Floating Rate Notes. All percentages resulting from any calculations will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point (with five one-millionths of a percentage point being rounded upward).
The Calculation Agent's determination of the applicable interest rate will be
final and binding in the absence of manifest error.
S-6
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the underwriting agreement and related
terms agreements (the "Underwriting Agreement") between us and Credit Suisse
First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(the "Underwriters"), we have agreed to sell to the Underwriters, and each of
the Underwriters has separately agreed to purchase from us, the respective
principal amounts of the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
PRINCIPAL AMOUNT OF
AMOUNT OF 6 FLOATING
UNDERWRITER 1/8% NOTES RATE NOTES
----------- ------------ ------------
<S> <C> <C>
Credit Suisse First Boston Corporation............ $ 50,000,000 $ 50,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................................. 50,000,000 50,000,000
------------ ------------
Total......................................... $100,000,000 $100,000,000
============ ============
</TABLE>
The following table shows per Note and total underwriting discounts and
commissions to be paid to the Underwriters by Case Credit and other expenses to
be paid by Case Credit.
<TABLE>
<CAPTION>
PER
PER 6 FLOATING RATE
1/8% NOTE NOTE TOTAL
--------- ------------- --------
<S> <C> <C> <C>
Underwriting Discounts and Commissions paid
by Case Credit............................ $4.00 $2.00 $600,000
Expenses payable by Case Credit............ 0.90 0.90 180,000
</TABLE>
Under the Underwriting Agreement, the Underwriters have committed, subject to
the terms and conditions set forth therein, to take and pay for all of the 6
1/8% Notes if any of the 6 1/8% Notes are purchased and all of the Floating
Rate Notes if any of the Floating Rate Notes are purchased. The Underwriting
Agreement provides that, in the event of a default by an Underwriter, in
certain circumstances the purchase commitments of non-defaulting Underwriters
may be increased or the Underwriting Agreement may be terminated.
The Underwriters have advised us that they propose to offer the Notes to the
public initially at the public offering prices set forth on the cover page of
this prospectus supplement and to certain dealers at such price less a
concession of 0.240% of the principal amount per 6 1/8% Note and 0.125% of the
principal amount per Floating Rate Note. The Underwriters and such dealers may
allow a discount of 0.125% of such principal amount per 6 1/8% Note and 0.125%
of such principal amount per Floating Rate Note on sales to certain other
dealers. After the initial offering of the Notes, the public offering price and
concession and discount to dealers may be changed by the Underwriters.
The 6 1/8% Notes have been approved for listing on the New York Stock
Exchange under the symbol "CSE 01," subject to official notice of issuance. We
intend to apply for listing of the Floating Rate Notes on the New York Stock
Exchange. We cannot give any assurance as to the liquidity of the trading
market for the Notes.
We have agreed to indemnify the Underwriters against certain liabilities,
including civil liabilities under the Securities Act of 1933, as amended.
The Underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation
M under the Securities Exchange Act of
S-7
<PAGE>
1934, as amended. Over-allotment involves syndicate sales in excess of the
offering size, which creates a syndicate short position. Stabilizing
transactions permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specific maximum. Syndicate covering
transactions involve purchases of the Notes in the open market after the
distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the Underwriters to reclaim a selling concession from a
syndicate member when the Notes originally sold by such syndicate member are
purchased in a syndicate covering transaction to cover syndicate short
positions. Such stabilizing transactions, syndicate covering transactions and
penalty bids may cause the prices of the Notes to be higher than they would
otherwise be in the absence of such transactions. These transactions, if
commenced, may be discontinued at any time.
The Underwriters engage in transactions with, and, from time to time, have
performed services for, the Company and its affiliates in the ordinary course
of business.
LEGAL MATTERS
Certain legal matters in connection with the Notes will be passed upon for
the Company by Richard S. Brennan, General Counsel and Secretary of Case, and
by Mayer, Brown & Platt, Chicago, Illinois. In addition to his positions at
Case, Mr. Brennan is also a partner at Mayer, Brown & Platt. Mr. Brennan has
advised us that, at October 15, 1998, he beneficially owned 2,000 shares of
common stock of Case and had options to purchase 30,000 shares of common stock
of Case. The legality of the Notes will be passed upon for the Underwriters by
Cahill Gordon & Reindel (a partnership including a professional corporation),
New York, New York.
S-8
<PAGE>
PROSPECTUS
$1,000,000,000
CASE CREDIT CORPORATION
DEBT SECURITIES
----------------
Case Credit Corporation, a Delaware corporation ("Case Credit" or the
"Company"), intends from time to time to issue its unsecured debt securities
(the "Securities") from which the Company will receive up to an aggregate
amount of $1,000,000,000 in proceeds (or its equivalent in foreign currencies
or currency units). The Securities will be offered for sale in amounts, at
prices and on terms to be determined when an agreement to sell is made or at
the time of sale, as the case may be. The Securities may be sold for U.S.
dollars, foreign denominated currency or European Currency Units ("ECUs"), and
principal of and any interest on the Securities may likewise be payable in
U.S. dollars, foreign denominated currency or ECUs. For each issue of
Securities in respect of which this Prospectus is being delivered (the
"Offered Securities") there is an accompanying Prospectus Supplement (the
"Prospectus Supplement") that sets forth the title, designation, aggregate
principal amount, designated currency or currency units, rate (which may be
fixed or variable) or method of calculation of interest and dates for payment
thereof, maturity, priority, premium, if any, authorized denominations,
initial price, any redemption or prepayment rights at the option of the
Company or the holder, any terms for sinking fund payments, any listing on a
securities exchange and the initial public offering price, the form of the
Securities (which may be in registered or permanent global form) and other
special terms of the Offered Securities, together with the terms of the
offering of the Offered Securities and the net proceeds to the Company from
the sale thereof.
The Securities will be sold directly, through agents designated from time to
time, through underwriters or dealers, or through a combination of those
methods of sale. If any agents of the Company or any underwriters are involved
in the sale of the Offered Securities in respect of which this Prospectus is
being delivered, the names of such agents or underwriters and any applicable
commissions and discounts are set forth in the Prospectus Supplement with
respect to such Offered Securities.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
----------------
THE DATE OF THIS PROSPECTUS IS JULY 20, 1998.
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. NEITHER THIS PROSPECTUS NOR ANY
PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES TO ANY PERSON IN ANY JURISDICTION TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
Case Credit is currently subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Although Case Credit may take
action to suspend its obligation to file such reports and other information
with the Commission if any Offered Securities are held of record by fewer than
300 holders, and subject to satisfaction of certain other conditions, Case
Credit has agreed in the Indenture not to take any such action so long as any
Securities are outstanding. Such reports and other information filed by the
Company can be inspected and copied at the office of the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well
as at the Regional Offices of the Commission at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and Seven World
Trade Center, Suite 1300, New York, New York 10048. Copies of such information
can be obtained by mail from the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such information may also be accessed electronically by
means of the Commission's home page on the World Wide Web located at
http://www.sec.gov.
This Prospectus constitutes a part of a registration statement (the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
omits certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and to the exhibits
thereto for further information with respect to the Company and the
Securities.
The Company is not required, nor does it intend, to provide annual or other
reports to holders of the Securities. However, the Company's Annual Report on
Form 10-K will be available to such holders upon request. See "Documents
Incorporated by Reference."
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company under the Exchange Act with the
Commission are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997; and
(2) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby, shall be deemed
to be incorporated in this Prospectus by reference and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
2
<PAGE>
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, upon the written or oral request
by any person to whom this Prospectus is delivered, a copy of any or all of
the documents incorporated by reference in this Prospectus, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Such requests should be directed to: Kevin
J. Hallagan, Vice President and Secretary, Case Credit Corporation, 700 State
Street, Racine, Wisconsin 53404 (telephone (414) 636-6011).
This Prospectus and the accompanying Prospectus Supplement include forward-
looking statements that involve risks and uncertainties that could cause
actual results to differ materially from those in the forward looking
statements. All statements, other than statements of historical facts,
included or incorporated by reference in this Prospectus and the Prospectus
Supplement that address activities, events or developments that the Company
expects or anticipates will or may occur in the future, including such items
as business strategy and measures to implement strategy, competitive
strengths, goals, expansion and growth of the Company's and its subsidiaries'
business and operations, plans, references to future success as well as other
statements which include words such as "anticipate," "believe," "plan,"
"estimate," "expect" and "intend" and other similar expressions, constitute
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances.
However, whether actual results and developments will conform with the
Company's expectations and predictions is subject to a number of risks and
uncertainties, including, among others, any special considerations included or
incorporated by reference in this Prospectus and any Prospectus Supplement;
general economic, market or business conditions; conditions in and policies of
the agricultural, construction, housing and credit industries; risks
associated with investments and operations in foreign jurisdictions and any
future international expansion, including those related to economic, political
and regulatory policies of local governments and laws or policies of the
United States and other countries; changes in governmental laws and
regulations affecting lending, borrowing, taxes and other matters impacting
the Company; the potential impacts of increased competition in the markets the
Company operates within; risk factors reported from time to time in the
reports filed by the Company with the Commission and other factors, many of
which are beyond the control of the Company and its subsidiaries.
Consequently, all of the forward-looking statements made in this Prospectus
and any Prospectus Supplement are qualified by these cautionary statements,
and there can be no assurance that the actual results or developments
anticipated by the Company will be realized or, even if substantially
realized, that they will have the expected consequences to or effects on the
Company and its subsidiaries or their business or operations.
THE COMPANY
Case Credit is a wholly owned finance subsidiary of Case Corporation
("Case"). Case Credit, its wholly owned operating subsidiaries, Case Credit
Ltd. (Canada) and Case Credit Australia Pty Ltd, and Case Credit's joint
ventures, Case Credit Europe S.A.S. and UzCaseagroleasing, provide and
administer financing for the retail purchase or lease of new and used Case
agricultural and construction equipment and other new and used agricultural
and construction equipment. Case Credit offers various types of retail
financing to end-use customers to facilitate the sale or lease of Case
products in the United States, Canada, Australia, Europe and Uzbekistan. The
Company's business principally involves purchasing retail installment sales
contracts from Case dealers. In addition, the Company facilitates and finances
the sale of insurance products to retail customers, provides financing for
Case dealers and rental equipment yards, and also provides other retail
financing programs in North America. In North America, Case Credit's private-
label credit card (issued by Nations Bank of Delaware, N.A.) is used by
customers to purchase parts, service, rentals and small wholegoods from Case
dealers. Case Credit
3
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also provides financing options to dealers for a variety of purposes,
including inventory, working capital, real estate acquisitions, construction
and remodeling, business acquisitions, dealer systems and service and
maintenance equipment.
The Company's business is highly dependent on the ability of Case and its
dealers to generate sales and leasing activity, the willingness of customers
to enter into financing transactions with the Company and the availability of
funds to the Company to finance such transactions. The ability of Case and its
dealers to sell agricultural and construction equipment and thereby generate
retail receivables is affected by numerous factors, including the general
level of activity in the agricultural and construction industries, the rate of
North American agricultural production and demand, weather conditions,
commodity prices, consumer confidence, government subsidies for the
agricultural sector, prevailing levels of construction (especially housing
starts), and levels of total industry capacity and equipment inventory. In
addition, the Company's business is affected by changes in market interest
rates, which in turn are related to general economic and capital market
conditions, demand for credit, inflation, governmental policies and other
factors.
The Company obtains funding for its operations primarily from the issuance
of commercial paper, bank revolving credit facilities, medium-term notes and
public debt, the issuance of securities in asset-backed securitization ("ABS")
transactions, earnings retained in the business, and advances and equity
capital from Case. The Company sells substantial amounts of retail receivables
in ABS transactions that typically involve the sale of a pool of retail
installment sales contracts to limited-purpose business trusts or similar
securitization entities. The Company remains as servicer to such receivables,
for which it is typically paid a servicing fee.
The Company continues to expand its financing business by providing retail
and dealer financing in new geographic regions and for a broader range of
equipment, and by offering new financing products to Case dealers, end-use
customers and to others. During 1997, Case Credit established Case Credit
Europe S.A.S., a joint venture with UFB LOCABAIL SA, a subsidiary of Compagnie
Bancaire, to provide financing for Case's European dealers and retail
customers. Also during 1997, through an agreement established with Cummins
Engine Company, Inc. ("Cummins"), Case Credit began to offer financing to
qualified North American retail purchasers, dealers and manufacturers of
industrial equipment powered by Cummins engines. Through UzCaseagroleasing, a
joint venture with The Association of Banks of Uzbekistan, Case Credit
provides financing for the retail acquisition of new and used Case
agricultural equipment in Uzbekistan.
The Company was incorporated in Delaware on January 26, 1993. The principal
offices of the Company are located at 700 State Street, Racine, Wisconsin,
53404, and its telephone number is (414) 636-6011.
CASE CORPORATION
Case is a leading worldwide designer, manufacturer, marketer and distributor
of farm equipment and light- to medium-sized construction equipment. Case's
market position is particularly significant in several product categories
including loader/backhoes, skid steer loaders, large, high-horsepower farm
tractors and self-propelled combines.
Case also manufactures and distributes replacement parts for various models
of its farm and construction equipment, many of which are proprietary, to
support products it has sold. Case distributes these parts to dealers and
distributors through a network of parts depots throughout the world.
RELATIONSHIP WITH CASE CORPORATION
Case provides the Company with certain operational and financial support
which is integral to the conduct of the Company's business. The following is a
description of the support agreement between the Company and Case. Certain
other operational and financial support provided to the Company by Case is
described in certain of the reports filed by the Company with the Commission
pursuant to the Exchange Act.
The Company and Case have entered into a support agreement (the "Support
Agreement") which provides, among other things, that Case will remain,
directly or indirectly, the sole owner of all of the voting stock of the
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Company, and will make quarterly payments to the Company to the extent
necessary to ensure that the Company's consolidated pre-tax earnings (as
defined) available for fixed charges equal at least 1.10 times its fixed
charges (as defined) in all periods composed of four consecutive fiscal
quarters. The Support Agreement provides that Case is not directly or
indirectly guaranteeing any indebtedness, liability or obligation of the
Company. The Support Agreement may be modified or amended by the parties
thereto or terminated by either party upon thirty days' prior written notice
to the other party, with copies of any such amendment or notice being sent to
Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Group
("S&P") and any other nationally recognized statistical rating organizations
then rating Case Credit debt, if (i) Moody's and S&P confirm in writing that
their ratings on Case Credit debt then rated or capable of being rated by them
would not be downgraded or withdrawn as a result of such modification,
amendment or termination, or (ii) the modification, amendment or notice of
termination provides that the Support Agreement will continue in effect with
respect to debt of Case Credit outstanding on the effective date of the
modification, amendment or termination, or (iii) the holders of at least a
majority of the aggregate unpaid principal amount of all outstanding debt of
Case Credit with an original maturity in excess of 270 days consent in
writing, so long as the holders of debt of Case Credit having an original
maturity of 270 days or less shall continue to have the benefit of the Support
Agreement until the maturity of such debt. For purposes of the Support
Agreement, no portion of any debt is considered to be "outstanding" if such
debt is deemed to be discharged and not outstanding in accordance with the
indenture or other governing instrument defining the rights of the holders of
such debt.
The calculation of pre-tax earnings available for fixed charges under the
Support Agreement differs from the calculation of the ratio of earnings to
fixed charges in accordance with the rules and regulations of the Commission.
Under the Support Agreement all cash extraordinary non-recurring items of
income or expense (other than cash debt defeasance costs) are included whereas
under the Commission's rules and regulations such items are excluded.
USE OF PROCEEDS
Except as otherwise set forth in the Prospectus Supplement relating to the
Offered Securities, the net proceeds to be received by the Company from the
sale of the Securities will be used to fund the Company's finance programs
(including, without limitation, retail finance programs offered by Case Credit
to end-use customers and dealer rental equipment finance programs offered by
the Company) and for other corporate purposes, including the repayment of
indebtedness. Pending such use, the net proceeds may be temporarily invested
in short-term instruments.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for Case Credit is set forth below
for the periods indicated.
<TABLE>
<CAPTION>
THREE
MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, -------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993
--------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
2.03x 2.23x 2.80x 4.34x 2.57x 1.82x
</TABLE>
For the computation of the ratio of earnings to fixed charges, "earnings"
has been calculated by adding income (loss) before taxes, cumulative effect of
changes in accounting principles and extraordinary loss, interest expense,
fixed charges of unconsolidated subsidiaries, the portion of rentals
representative of an interest factor and amortization of capitalized debt
expense. Fixed charges consist of interest expense, fixed charges of
unconsolidated subsidiaries, the portion of rentals representative of an
interest factor and amortization of capitalized debt expense.
The calculation of pre-tax earnings available for fixed charges under the
Support Agreement differs from the calculation of the ratio of earnings to
fixed charges in accordance with the rules and regulations of the
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<PAGE>
Commission as set forth above. Under the Support Agreement, all cash
extraordinary non-recurring items of income or expense (other than cash debt
defeasance costs) are included, whereas under the Commission's rules and
regulations, such items are excluded.
DESCRIPTION OF SECURITIES
The Securities are to be issued under an Indenture (the "Indenture"),
between the Company and The Bank of New York, as Trustee (the "Trustee"),
dated as of October 1, 1997, a copy of which is incorporated by reference into
the Registration Statement. The following summaries of certain provisions of
the Indenture do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all the provisions of the
Indenture, including the definitions therein of certain terms. Wherever
particular Sections or defined terms of the Indenture are referred to, such
Sections or defined terms are incorporated herein by reference. As used in
this section or in any description of the Indenture, references to "Case
Credit" or "the Company" refer to Case Credit Corporation and not its
subsidiaries.
The following sets forth certain general terms and provisions of the
Securities offered hereby. The particular terms of the Securities offered by
any Prospectus Supplement (the "Offered Securities") will be described in the
Prospectus Supplement relating to such Offered Securities (the "Applicable
Prospectus Supplement").
GENERAL
The Indenture does not limit the amount of Securities that may be issued
thereunder and Securities may be issued thereunder from time to time in one or
more series. The Securities will be unsecured obligations of the Company and
will rank equally and ratably with other unsecured obligations of the Company.
Unless otherwise indicated in the Applicable Prospectus Supplement,
principal, premium, if any, and interest on the Securities will be payable,
and the transfer of Securities will be registrable, at the office or agency to
be maintained by the Company in New York, New York, and at any other office or
agency maintained by the Company for such purpose. The Securities will be
issued only in fully registered form without coupons and, unless otherwise
indicated in the Applicable Prospectus Supplement, in denominations of $1,000
and integral multiples thereof. No service charge will be made for any
registration of transfer or exchange of the Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith.
The Applicable Prospectus Supplement will describe the following terms of
the Offered Securities: (i) the title of the Offered Securities; (ii) any
limit on the aggregate principal amount of the Offered Securities; (iii) the
Person to whom any interest on the Offered Securities shall be payable, if
other than the person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest; (iv) the date or dates on which the principal of the
Offered Securities is payable; (v) the rate or rates (which may be fixed or
variable) at which the Offered Securities shall bear interest, if any, or the
method by which such rate or rates shall be determined, the date or dates from
which any such interest shall accrue, the Interest Payment Dates on which any
such interest shall be payable and the Regular Record Date for the interest
payable on any Interest Payment Date; (vi) the place or places where the
principal of and any premium and interest on the Offered Securities will be
payable; (vii) the period or periods within which, the price or prices at
which and the terms and conditions upon which the Offered Securities may be
redeemed, in whole or in part, at the option of the Company; (viii) the
obligation, if any, of the Company to redeem, purchase or repay the Offered
Securities pursuant to any sinking fund or analogous provisions or at the
option of a Holder thereof and the period or periods within which, the price
or prices at which and the terms and conditions upon which the Offered
Securities will be redeemed, purchased or repaid, in whole or in part,
pursuant to such obligation; (ix) if other than denominations of $1,000 and
any integral multiple thereof, the denominations in which the Offered
Securities shall be issuable; (x) the currency, currencies or currency units
in which payment of the principal of and any premium and interest on any
Offered Securities will be payable if other than the currency of the United
States of America; (xi) if the amount of payments of principal of or any
premium or
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<PAGE>
interest on any Offered Securities may be determined with reference to an
index or formula, the manner in which such amounts will be determined; (xii)
if the principal of or any premium or interest on any Offered Securities is to
be payable, at the election of the Company or a Holder thereof, in one or more
currencies or currency units other than that or those in which the Offered
Securities are stated to be payable, the currency, currencies or currency
units in which payment of the principal of and any premium and interest on the
Offered Securities as to which such election is made will be payable, and the
periods within which and the terms and conditions upon which such election is
to be made; (xiii) the applicability, if any, of the provisions described
under "Defeasance and Covenant Defeasance;" (xiv) whether the Offered
Securities will be issuable, in whole or in part, in the form of one or more
Book-Entry Securities as described under "--Book-Entry Securities," and, in
such case, the depository appointed by the Company with respect to the Offered
Securities and the circumstances under which the Book-Entry Security may be
registered for transfer or exchange or authenticated and delivered in the name
of a Person other than the Depository or its nominee; (xv) if other than the
principal amount thereof, the portion of the principal amount of the Offered
Securities which will be payable upon declaration of acceleration of the
Maturity thereof; and (xvi) any other terms of the Offered Securities.
The Securities may be issued as Original Issue Discount Securities to be
offered and sold at a substantial discount below their stated principal
amount. Federal income tax consequences and other special considerations
applicable to Original Issue Discount Securities and any Securities treated as
having been issued with original issue discount for Federal income tax
purposes will be described in the Applicable Prospectus Supplement. "Original
Issue Discount Securities" means any Security which provides for an amount
less than the principal amount thereof to be due and payable upon the
declaration of acceleration of the Maturity thereof upon the occurrence of an
Event of Default and the continuation thereof.
The Indenture does not contain covenants or other provisions designed to
afford holders of the Securities protection in the event of a highly leveraged
transaction, change in credit rating or other similar occurrence. See
"Relationship With Case Corporation" concerning Case's obligation to retain
ownership of all of the voting stock of the Company and Case's obligation to
make support payments to the Company under certain circumstances.
BOOK-ENTRY SECURITIES
Unless otherwise provided in the Prospectus Supplement, the Securities will
be represented by one or more certificates (the "Global Securities"). The
Global Security representing Securities will be deposited with, or on behalf
of, The Depository Trust Company ("DTC"), or other successor depository
appointed by the Company (DTC or such other depository is herein referred to
as the "Depository") and registered in the name of the Depository or its
nominee. Unless otherwise provided in the Prospectus Supplement, Securities
will not be issued in definitive form. If the aggregate principal amount of
any issue exceeds $200 million, one certificate will be issued with respect to
each $200 million of principal amount and an additional certificate will be
issued with respect to any remaining principal amount of such issue.
DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants ("Participants") deposit with DTC. DTC
also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. DTC is owned by a number of its
Direct Participants and by the New York Stock Exchange, Inc., the American
Stock Exchange, Inc., and the National Association of Securities Dealers, Inc.
Access to DTC's book-entry system is also available to others, such as
securities brokers and dealers, banks and trust companies that clear through
or maintain a custodial relationship with a Direct
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<PAGE>
Participant, either directly or indirectly ("Indirect Participants"). The
Rules applicable to DTC and its Participants are on file with the Commission.
Upon the issuance by the Company of Securities represented by a Global
Security, purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities on
DTC's records. The ownership interest of each actual purchaser of each
Security ("Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Securities are to be accomplished by entries made
on the books of Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership interests in
Securities, except in the event that use of the book-entry system for the
Securities is discontinued. The laws of some states require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in the Global Security.
So long as the Depository for the Global Security, or its nominee, is the
registered owner of the Global Security, the Depository or its nominee, as the
case may be, will be considered the sole owner or holder of the Securities
represented by such Global Security for all purposes under the Indenture.
Except as provided below, owners of beneficial interests in Securities
represented by the Global Security will not be entitled to have Securities
represented by such Global Security registered in their names, will not
receive or be entitled to receive physical delivery of Securities in
definitive form and will not be considered the owners or holders thereof under
the Indenture.
To facilitate subsequent transfers, all Securities deposited by Participants
with DTC are registered in the name of DTC's partnership nominee, Cede & Co.
The deposit of Securities with DTC and their registration in the name of Cede
& Co. effect no change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the Securities; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Securities are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of their
customers. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to Securities.
Under its usual procedures, DTC mails an Omnibus Proxy to the Company as soon
as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Securities are credited on the record date (identified in a listing attached
to the Omnibus Proxy).
Payments of principal, of premium, if any, and interest on the Securities
represented by the Global Security registered in the name of DTC or its
nominee will be made by the Company through the Trustee under the Indenture or
a paying agent (the "Paying Agent"), which may also be the Trustee under the
Indenture, to DTC or its nominee, as the case may be, as the registered owner
of the Global Security. Neither the Company, the Trustee, nor the Paying Agent
will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of
the Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
The Company has been advised that DTC, upon receipt of any payment of
principal, premium, if any, and interest in respect of a Global Security, will
credit Direct Participant's accounts payable date in accordance with their
respective holdings shown on DTC's record unless DTC has reason to believe
that it will not receive payment on the payable date. Payments by Participants
to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers
in bearer
8
<PAGE>
form or registered in "street name," and will be the responsibility of such
Participant and not of DTC, the Paying Agent or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of principal, premium, if any, and interest to DTC is the
responsibility of the Company or the Paying Agent, disbursement of such
payments to Direct Participants shall be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.
If the Depository with respect to a Global Security is at any time unwilling
or unable to continue as Depository and a successor Depository is not
appointed by the Company within 90 days, the Company will issue certificated
notes in exchange for the Securities represented by such Global Security.
The information in this section concerning the Depository and the
Depository's book-entry system has been obtained from sources that the Company
believes to be reliable, but the Company takes no responsibility for the
accuracy thereof.
CERTAIN COVENANTS OF THE COMPANY
Limitations on Secured Funded Debt. The Indenture provides that the Company
will not, nor will it permit any Restricted Subsidiary to, incur, issue,
assume, guarantee or create any Secured Funded Debt, without effectively
providing concurrently with the incurrence, issuance, assumption, guaranty or
creation of any such Secured Funded Debt that the Outstanding Securities
(together with, if the Company shall so determine, any other Indebtedness of
the Company or such Restricted Subsidiary then existing or thereafter created
which is not subordinated to the Outstanding Securities) will be secured
equally and ratably with (or prior to) such Secured Funded Debt, so long as
such Secured Funded Debt will be secured by a Lien, unless, after giving
effect thereto, the sum of the aggregate amount of all outstanding Secured
Funded Debt of the Company and Restricted Subsidiaries would not exceed an
amount equal to the sum of (i) $20 million and (ii) 15% of Consolidated Net
Tangible Assets.
The limitation on Secured Funded Debt will not apply to, and there will be
excluded from Secured Funded Debt in any computation under such restriction,
Funded Debt secured by: (i) Liens on real or physical property of any
corporation existing at the time such corporation becomes a Subsidiary; (ii)
Liens on real or physical property existing at the time of acquisition thereof
or incurred within 180 days of the time of acquisition thereof (including,
without limitation, acquisition through merger or consolidation) by the
Company or any Restricted Subsidiary; (iii) Liens on real or physical property
thereafter acquired (or constructed) by the Company or any Restricted
Subsidiary and created prior to, at the time of, or within 270 days after such
acquisition (including, without limitation, acquisition through merger or
consolidation) (or the completion of such construction or commencement of
commercial operation of such property, whichever is later) to secure or
provide for the payment of all or any part of the purchase price (or the
construction price) thereof; (iv) Liens in favor of the Company or any
Restricted Subsidiary; (v) Liens in favor of the United States of America, any
State thereof or the District of Columbia, or any agency, department or other
instrumentality thereof, to secure partial, progress, advance or other
payments pursuant to any contract or provisions of any statute; (vi) Liens
incurred or assumed in connection with the issuance of revenue bonds the
interest on which is exempt from Federal income taxation pursuant to Section
103(b) of the Internal Revenue Code; (vii) Liens securing the performance of
any contract or undertaking not directly or indirectly in connection with the
borrowing of money, the obtaining of advances or credit or the securing of
Funded Debt, if made and continuing in the ordinary course of business; (viii)
Liens incurred (no matter when created) in connection with the Company's or a
Restricted Subsidiary's engaging in leveraged or single-investor lease
transactions; provided, however, that the instrument creating or evidencing
any borrowings secured by such Lien will provide that such borrowings are
payable solely out of the income and proceeds of the property subject to such
Lien and are not a general obligation of the Company or such Restricted
Subsidiary; (ix) Liens under workers' compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection
with bids, tenders, contracts or deposits to secure public or statutory
obligations of the Company or any Restricted Subsidiary, or deposits of cash
or obligations of the United States
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of America to secure surety, replevin and appeal bonds to which the Company or
any Restricted Subsidiary is a party or in lieu of such bonds, or pledges or
deposits for similar purposes in the ordinary course of business, or Liens
imposed by law, such as laborers' or other employees', carriers',
warehousemen's, mechanics', materialmen's and vendors' Liens and Liens arising
out of judgments or awards against the Company or any Restricted Subsidiary
with respect to which the Company or such Restricted Subsidiary at the time
shall be prosecuting an appeal or proceedings for review and with respect to
which it shall have secured a stay of execution pending such appeal or
proceedings for review, or Liens for taxes not yet subject to penalties for
nonpayment or the amount or validity of which is being in good faith contested
by appropriate proceedings by the Company or any Restricted Subsidiary, as the
case may be, or minor survey exceptions, minor encumbrances, easements or
reservations of, or rights of others for, rights-of-way, sewers, electric
lines, telegraph and telephone lines and other similar purposes, or zoning or
other restrictions or Liens as to the use of real properties, which Liens,
exceptions, encumbrances, easements, reservations, rights and restrictions do
not, in the opinion of the Company, in the aggregate materially detract from
the value of said properties or materially impair their use in the operation
of the business of the Company and its Restricted Subsidiaries; (x) Liens
incurred to finance all or any portion of the cost of construction, alteration
or repair of any real or physical property and improvements thereto prior to
or within 270 days after completion of such construction, alteration or
repair; (xi) Liens incurred (no matter when created) in connection with a
Securitization Transaction; (xii) Liens on property (or any Receivable arising
in connection with the lease thereof) acquired by the Company or a Restricted
Subsidiary through repossession, foreclosure or like proceeding and existing
at the time of the repossession, foreclosure, or like proceeding; (xiii) Liens
on deposits of the Company or a Restricted Security with banks (in the
aggregate, not exceeding $50 million), in accordance with customary banking
practice, in connection with the providing by the Company or a Restricted
Subsidiary of financial accommodations to any Person in the ordinary course of
business; (xiv) Liens outstanding on the date of the Indenture; or (xv) any
extension, renewal, refunding or replacement of the foregoing.
"Consolidated Net Tangible Assets" means, at any date, the total assets
appearing on the most recent consolidated balance sheet of the Company and
Restricted Subsidiaries as at the end of the fiscal quarter of the Company
ending not more than 135 days prior to such date, prepared in accordance with
generally accepted accounting principles, less (i) all current liabilities
(due within one year) as shown on such balance sheet, (ii) applicable
reserves, (iii) investments in and advances to Securitization Subsidiaries and
Subsidiaries of Securitization Subsidiaries that are consolidated on the
consolidated balance sheet of the Company and its Subsidiaries, and (iv)
Intangible Assets and liabilities relating thereto.
"Funded Debt" means (i) any indebtedness of the Company or a Restricted
Subsidiary maturing more than 12 months after the time of computation thereof,
(ii) guarantees by the Company or a Restricted Subsidiary of Funded Debt or of
dividends of others (except guarantees in connection with the sale or discount
of accounts receivable, trade acceptances and other paper arising in the
ordinary course of business), (iii) in the case of any Restricted Subsidiary
all preferred stock of such Restricted Subsidiary, and (iv) all Capital Lease
Obligations (as defined in the Indenture) of the Company or a Restricted
Subsidiary.
"Indebtedness" means, at any date, without duplication, (i) all obligations
for borrowed money of the Company or a Restricted Subsidiary or any other
indebtedness of the Company or a Restricted Subsidiary, evidenced by bonds,
debentures, notes or other similar instruments, and (ii) Funded Debt, except
such obligations and other indebtedness of the Company or a Restricted
Subsidiary of the Company and Funded Debt, if any, incurred as a part of a
Securitization Transaction.
"Intangible Assets" means, at any date, the value (net of any applicable
reserves) as shown on or reflected in the most recent consolidated balance
sheet of the Company and the Restricted Subsidiaries as at the end of the
fiscal quarter of the Company ending not more than 135 days prior to such
date, prepared in accordance with generally accepted accounting principles,
of: (i) all trade names, trademarks, licenses, patents, copyrights, service
marks, goodwill and other like intangibles; (ii) organizational and
development costs; (iii) deferred charges (other than prepaid items, such as
insurance, taxes, interest, commissions, rents, deferred interest waiver,
compensation
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and similar items and tangible assets being amortized); and (iv) unamortized
debt discount and expense, less unamortized premium.
"Liens" means pledges, mortgages, security interests and other liens,
including purchase money liens, on any property of the Company or any
Restricted Subsidiary which secure Secured Funded Debt.
"Receivables" means any right of payment from or on behalf of any obligor,
whether constituting an account, chattel paper, instrument, general intangible
or otherwise, arising, either directly or indirectly, from the financing by
the Company or any Subsidiary of the Company of property or services, monies
due thereunder, security interests in the property and services financed
thereby and any and all other related rights.
"Restricted Subsidiary" means each Subsidiary of the Company other than
Securitization Subsidiaries and Subsidiaries of Securitization Subsidiaries.
"Secured Funded Debt" means Funded Debt of the Company which is secured by
any pledge, mortgage, security interest or other lien on any property (whether
owned on the date of the Indenture or thereafter created) of the Company or of
a Restricted Subsidiary.
"Securitization Subsidiary" means a Subsidiary of the Company (i) which is
formed for the purpose of effecting one or more Securitization Transactions
and engaging in other activities reasonably related thereto and (ii) as to
which no portion of the indebtedness or any other obligations of which (a) is
guaranteed by the Company or any Restricted Subsidiary, or (b) subjects any
property or assets of the Company or any Restricted Subsidiary, directly or
indirectly, contingently or otherwise, to any lien, other than pursuant to
representations, warranties and covenants (including those related to
servicing) entered into in the ordinary course of business in connection with
a Securitization Transaction and inter-company notes and other forms of
capital or credit support relating to the transfer or sale of Receivables or
asset-backed securities to such Securitization Subsidiary and customarily
necessary or desirable in connection with such transactions.
"Securitization Transaction" means any transaction or series of transactions
that have been or may be entered into by the Company or any of its
Subsidiaries in connection with or reasonably related to a transaction or
series of transactions in which the Company or any of its Subsidiaries may
sell, convey or otherwise transfer to (i) a Securitization Subsidiary or (ii)
any other Person, or may grant a security interest in, any Receivables or
asset-backed securities or interest therein (whether such Receivables or
securities are then existing or arising in the future) of the Company or any
of its Subsidiaries, and any assets related thereto, including, without
limitation, all security interests in the property or services financed
thereby, the proceeds of such Receivables or asset-backed securities and any
other assets which are sold or in respect of which security interests are
granted in connection with securitization transactions involving such assets.
"Subsidiary" means any corporation of which at least a majority of the
outstanding stock, which under ordinary circumstances (not dependent upon the
happening of a contingency) has voting power to elect a majority of the board
of directors of such corporation (or similar management body), is owned
directly or indirectly by the Company or by one or more Subsidiaries of the
Company, or by the Company and one or more Subsidiaries.
EVENTS OF DEFAULT
Any one of the following events will constitute an Event of Default under
the Indenture with respect to Securities of any series: (i) failure to pay any
interest on any Security of that series when due, continued for 30 days; (ii)
failure to pay principal of or any premium on any Security of that series when
due; (iii) failure to deposit any sinking fund or other payment, when due, in
respect of any Security of that series; (iv) failure to perform, or breach of,
any other covenant or warranty of the Company in the Indenture (other than a
covenant included in the Indenture solely for the benefit of a series of
Securities thereunder other than that series) continued for 60 days after
written notice as provided in the Indenture; (v) certain events in bankruptcy,
insolvency or reorganization of the Company; (vi) a default or defaults under
any mortgage, indenture or
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instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or a Restricted
Subsidiary (including the Indenture), whether such Indebtedness exists at the
date of the Indenture or shall thereafter be created, which default or
defaults shall have resulted in such Indebtedness, in an aggregate principal
amount exceeding $60 million, individually or in the aggregate, having been
declared due and payable prior to the date on which it would otherwise have
become due and payable, without such Indebtedness having been discharged, or
such acceleration having been rescinded or annulled, or there having been
deposited in trust a sum of money sufficient to discharge in full such
Indebtedness, within a period of 30 days after there shall have been given, by
registered mail, to the Company by the Trustee or to the Company and the
Trustee by the Holder or Holders of at least 25% in aggregate principal amount
of the Outstanding Securities of such series a written notice specifying such
default and requiring the Company to cause such Indebtedness to be discharged,
cause to be deposited in trust a sum sufficient to discharge in full such
Indebtedness or cause such acceleration to be rescinded or annulled; or (vii)
any other Event of Default provided with respect to Securities of that series.
If any Event of Default with respect to the Securities of any series at the
time Outstanding occurs and is continuing, either the Trustee or the Holders
of at least 25% in aggregate principal amount of the Outstanding Securities of
that series may declare the principal amount (or, if the Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms thereof) of all the Securities of that
series to be due and payable immediately. At any time after a declaration of
acceleration with respect to Securities of any series has been made, but
before a judgment or decree based on acceleration has been obtained, the
Holders of a majority in aggregate principal amount of Outstanding Securities
of that series may, under certain circumstances, rescind and annul such
acceleration.
Reference is made to the Applicable Prospectus Supplement relating to any
series of Offered Securities that are Original Issue Discount Securities for
the particular provisions relating to acceleration of the Stated Maturity of a
portion of the principal amount of such series of Original Issue Discount
Securities upon the occurrence of an Event of Default and the continuation
thereof.
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under
no obligation to exercise any of its rights or powers under the Indenture at
the request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. Subject to such provisions for
the indemnification of the Trustee and to certain other conditions, the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of that series.
No Holder of any series of Securities will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default and unless the Holders of at least 25% in
principal amount of the Outstanding Securities of that series shall have made
written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series a direction inconsistent with such request and shall
have failed to institute such proceeding within 60 days. However, such
limitations do not apply to a suit instituted by a Holder of a Security for
enforcement of payment of the principal of and premium, if any, or interest on
such Security on or after the respective due dates expressed in such Security.
The Company is required to furnish to the Trustee annually a statement as to
the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance.
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of not less than the majority in
aggregate principal amount of the Outstanding Securities
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of each series issued under the Indenture and affected by the modification or
amendment; provided, however, that no such modification or amendment may,
without the consent of the Holders of all Securities affected thereby, (i)
change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security; (ii) reduce the principal amount
of, or the premium, if any, or (except as otherwise provided in the Applicable
Prospectus Supplement) interest on, any Security (including, in the case of an
Original Issue Discount Security, the amount payable upon acceleration of the
maturity thereof); (iii) change the place or currency of payment of principal
of, premium, if any, or interest on any Security; (iv) impair the right to
institute suit for the enforcement of any payment on any Security on or after
the Stated Maturity thereof (or in the case of redemption, on or after the
Redemption Date); or (v) reduce the percentage in principal amount of
Outstanding Securities of any series, the consent of whose Holders is required
for modification or amendment of the Indenture or for waiver of compliance
with certain provisions of the Indenture or for waiver of certain defaults.
The Holders of at least a majority in aggregate principal amount of the
Outstanding Securities of any series may, on behalf of all Holders of that
series, waive compliance by the Company with certain restrictive provisions of
the Indenture. The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of any series may, on behalf of all
Holders of that series, waive any past default under the Indenture, except a
default in the payment of principal, premium or interest and in respect of a
covenant or provision of the Indenture that cannot be modified or amended
without the consent of the Holder of each Outstanding Security of such series
affected thereby.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company may not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person and may not permit any Person to merge into or
consolidate with the Company or convey, transfer or lease its properties and
assets substantially as an entirety to the Company, unless (i) any successor
or purchaser is a corporation, partnership, or trust organized and validly
existing under the laws of the United States of America, any State or the
District of Columbia, and any such successor or purchaser expressly assumes
the Company's obligations on Outstanding Securities under a supplemental
indenture, (ii) immediately after giving effect to the transaction, no Event
of Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing, (iii) if
properties or assets of the Company become subject to a mortgage not permitted
by the Indenture, the Company or such successor Person, as the case may be,
takes such steps as shall be necessary effectively to secure the Securities
equally and ratably with (or prior to) all indebtedness secured thereby, and
(iv) the Company has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel stating compliance with these provisions.
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides that, if such provision is made applicable to the
Securities of any series pursuant to Section 3.1 of the Indenture, the
Company, at the Company's option, (i) will be discharged from any and all
obligations in respect of the Securities of any series (except for certain
obligations to register the transfer of or exchange of Securities of such
series, replace stolen, lost or mutilated Securities of such series, maintain
paying agencies and hold moneys for payment in trust) or (ii) need not comply
with certain restrictive covenants of the Indenture, including those described
under "Certain Covenants of the Company," and the occurrence of an event
described in clause (iv) under "Events of Default" shall no longer be an Event
of Default, in each case, if the Company deposits, in trust, with the Trustee
money or U.S. Government Obligations, which through the payment of interest
thereon and principal thereof in accordance with their terms, will provide
money in an amount sufficient to pay all the principal of, premium if any, and
interest on the Securities of such series on the dates such payments are due
(which may include one or more redemption dates designated by the Company) in
accordance with the terms of the Securities of such series. Such a trust may
be established only if, among other things, (a) no Event of Default or event
which, with the giving of notice or lapse of time, or both, would become an
Event of Default under the Indenture shall have occurred and be continuing on
the date of such deposit or on
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such later date specified in the Indenture in the case of certain events in
bankruptcy, insolvency or reorganization of the Company, (b) such deposit will
not cause the Trustee to have any conflicting interest with respect to other
securities of the Company, (c) such defeasance will not result in a breach or
violation of, or constitute a default under, the Indenture or any other
agreement or instrument to which the Company is a party or by which it is
bound and (d) the Company shall have delivered an Opinion of Counsel to the
effect that the Holders will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit or defeasance and will be
subject to Federal income tax in the same manner as if such defeasance had not
occurred, which Opinion of Counsel, in the case of clause (i) above, must
refer to and be based upon a published ruling of the Internal Revenue Service,
a private ruling of the Internal Revenue Service addressed to the Company, or
otherwise a change in applicable federal income tax law occurring after the
date of the Indenture. In the event the Company omits to comply with its
remaining obligations under the Indenture after a defeasance of the Indenture
with respect to the Securities of any series as described under clause (ii)
above and the Securities of such series are declared due and payable because
of the occurrence of any Event of Default, the amount of money and U.S.
Government Obligations on deposit with the Trustee may be insufficient to pay
amounts due on the Securities of such series at the time of the acceleration
resulting from such Event of Default. However, the Company will remain liable
in respect of such payments.
CONCERNING THE TRUSTEE
The Bank of New York is Trustee under the Indenture. The Trustee performs
services for the Company and Case in the ordinary course of business and is a
lender bank under certain of the Company's credit facilities and Case's credit
facilities. The Company has issued $150,000,000 aggregate principal amount of
its 6 3/4% Notes due October 21, 2007 and a total of $279,200,000 of medium-
term notes under the Indenture. The Trustee is also trustee under an
indenture, dated as of February 1, 1996, between the Company, Case and the
Trustee, as trustee. The Company has issued $200,000,000 aggregate principal
amount of its 6 1/8% Notes due February 15, 2003, under such indenture.
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby through agents,
through underwriters and through dealers, and Securities may be sold to other
purchasers directly or through agents or through a combination of any such
methods of sale.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
Offers to purchase Securities may be solicited by agents designated by the
Company from time to time. Any such agent, who may be deemed to be an
underwriter, as that term is defined in the Securities Act, involved in the
offer or sale of the Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent set forth, in the Applicable Prospectus Supplement. Agents may be
entitled under agreements that may be entered into with the Company to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act, and such agents or their affiliates may
be customers of, extend credit to, engage in transactions with or perform
services for the Company and/or Case in the ordinary course of business.
Unless otherwise indicated in the Prospectus Supplement, any such agent will
be acting on a reasonable efforts basis for the period of its appointment.
If any underwriters are utilized in the sale, the Company will enter into an
underwriting agreement with such underwriters at the time of sale to them and
the names of the underwriters and the terms of the transaction will be set
forth in the Applicable Prospectus Supplement that will be used by the
underwriters to make resales of the Securities in respect of which this
Prospectus is delivered to the public. The underwriters may be entitled under
the relevant underwriting agreement to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act, and such
underwriters or their affiliates may be customers of, extend credit to, engage
in transactions with or perform services for the Company and/or Case in the
ordinary course of business.
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If dealers are utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to such
dealers as principal. The dealers may then resell such Securities to the
public at varying prices to be determined by such dealers at the time of
resale. Dealers may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act, and such
dealers or their affiliates may be customers of, extend credit to, engage in
transactions with or perform services for the Company and/or Case in the
ordinary course of business.
Unless otherwise indicated in the Applicable Prospectus Supplement,
Securities are not proposed to be listed on a securities exchange, and any
underwriters or dealers will not be obligated to make a market in Securities.
The Company cannot predict the activity or liquidity of any trading in the
Securities.
If so indicated in an Applicable Prospectus Supplement, the Company will
authorize underwriters or agents to solicit offers by certain institutions to
purchase Offered Securities from the Company pursuant to delayed delivery
contracts ("Contracts") providing for payment and delivery on the date or
dates stated in such Prospectus Supplement. Each Contract will be for an
amount not less than, and the aggregate principal amount of Offered Securities
sold pursuant to Contracts shall be not less nor more than, the respective
amounts stated in such Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and other institutions, but will in all cases be
subject to the approval of the Company. Contracts will not be subject to any
conditions except (i) the purchase by an institution of the Offered Securities
covered by its Contracts shall not at the time of delivery be prohibited under
the laws of any jurisdiction in the United States to which such institution is
subject, and (ii) if the Offered Securities are being sold to underwriters,
the Company shall have sold to such underwriters the total principal amount of
the Offered Securities less the principal amount thereof covered by Contracts.
Agents and underwriters will have no responsibility in respect of the delivery
or performance of Contracts.
LEGAL MATTERS
Unless otherwise indicated in a supplement to this Prospectus, certain legal
matters in connection with the Securities offered hereby will be passed upon
for the Company by Richard S. Brennan, General Counsel and Secretary of Case,
and by Mayer, Brown & Platt, Chicago, Illinois. In addition to his positions
at Case, Mr. Brennan is also a partner at Mayer, Brown & Platt. The Company
has been advised by Mr. Brennan that, at June 30, 1998, he beneficially owned
2,000 shares of common stock of Case and had options to purchase 28,000 shares
of common stock of Case. Unless otherwise indicated in a supplement to this
Prospectus, the legality of the Securities offered hereby will be passed upon
for the underwriters, dealers and agents, if any, by Cahill Gordon & Reindel
(a partnership including a professional corporation), New York, New York.
EXPERTS
The audited financial statements and schedules included or incorporated by
reference in this Prospectus and the Prospectus Supplement and elsewhere in
this Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included or incorporated by reference herein in reliance upon
the authority of said firm as experts in giving said reports.
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