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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from __________ to __________
COMMISSION FILE NUMBER 33-80775-01
CASE CREDIT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OF INCORPORATION)
76-0394710
(I.R.S. EMPLOYER IDENTIFICATION NO.)
233 LAKE AVE., RACINE, WI 53403
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (414) 636-6011
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES [X]NO [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, par value $5.00 per share: 200 shares outstanding as of
September 30, 1998.
The registrant meets the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and is therefore filing this form with the reduced
disclosure format permitted by General Instruction H of Form 10-Q.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Part I-Financial Information
Case Credit Corporation and Subsidiaries
Statements of Income................................................... 3
Balance Sheets......................................................... 4
Statements of Cash Flows............................................... 5
Statements of Changes in Stockholder's Equity.......................... 6
Notes to Financial Statements.......................................... 7
Management's Analysis of Results of Operations......................... 10
Part II-Other Information
Item 1. Legal Proceedings................................................ *
Item 2. Changes in Securities............................................ *
Item 3. Defaults Upon Senior Securities.................................. *
Item 4. Submission of Matters to a Vote of Security Holders.............. *
Item 5. Other Information................................................ *
Item 6. Exhibits and Reports on Form 8-K................................. 12
</TABLE>
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* No response to this item is included herein for the reason that it is
inapplicable, is not required pursuant to General Instruction H of Form 10-
Q, or the answer to such item is negative.
2
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PART I
FINANCIAL INFORMATION
CASE CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------- -------------
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Revenues:
Finance income earned on retail notes and
finance leases................................. $ 36 $ 29 $ 98 $ 75
Interest income from Case Corporation........... 7 6 17 16
Net gain on retail notes sold................... 26 19 59 52
Securitization and servicing fee income......... 12 10 34 32
Lease income on operating leases................ 20 9 46 23
Other income.................................... 7 2 10 3
------- ------ ------ ------
Total revenues................................ 108 75 264 201
Expenses:
Interest expense................................ 43 28 103 72
Operating expenses:
Fees charged by Case Corporation................ 6 4 18 14
Administrative and operating expenses........... 4 3 12 8
Provision for credit losses..................... 2 -- 3 --
Depreciation of equipment on operating leases... 12 6 28 15
Other........................................... 2 -- 4 1
------- ------ ------ ------
Total operating expenses...................... 26 13 65 38
------- ------ ------ ------
Total expenses................................ 69 41 168 110
------- ------ ------ ------
Income before taxes............................... 39 34 96 91
Income tax provision.............................. 14 11 34 29
------- ------ ------ ------
Net income.................................... $ 25 $ 23 $ 62 $ 62
======= ====== ====== ======
</TABLE>
The accompanying notes to financial statements are an integral part of these
Statements of Income.
3
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CASE CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 1998, AND DECEMBER 31, 1997
(IN MILLIONS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
ASSETS 1998 1997
------ ------------- ------------
<S> <C> <C>
Cash and cash equivalents........................... $ 23 $ 67
Retail notes and finance leases..................... 2,133 1,733
Due from Trusts..................................... 300 267
------ ------
Total receivables............................... 2,433 2,000
Allowance for credit losses......................... (22) (22)
------ ------
Total receivables--net.......................... 2,411 1,978
Affiliated receivables.............................. -- 67
Equipment on operating leases, at cost.............. 474 209
Accumulated depreciation............................ (52) (30)
------ ------
Net equipment on operating leases............... 422 179
Property and equipment, at cost..................... 4 4
Accumulated depreciation............................ (2) (1)
------ ------
Net property and equipment...................... 2 3
Other assets........................................ 176 68
------ ------
Total........................................... $3,034 $2,362
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<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
<S> <C> <C>
Short-term debt..................................... $1,195 $1,147
Accounts payable and other accrued liabilities...... 58 64
Affiliated payables................................. -- 39
Deposits withheld from dealers...................... 17 18
Long-term debt...................................... 1,351 735
------ ------
Total liabilities............................... 2,621 2,003
------ ------
Minority Interest................................... 2 2
Stockholder's equity:
Common Stock, $5 par value, 200 shares authorized,
issued and outstanding........................... -- --
Paid-in capital................................... 244 244
Cumulative translation adjustment................. (24) (16)
Retained earnings................................. 191 129
------ ------
Total stockholder's equity...................... 411 357
------ ------
Total........................................... $3,034 $2,362
====== ======
</TABLE>
The accompanying notes to financial statements are an integral part of these
Balance Sheets.
4
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CASE CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30,
--------------
1998 1997
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<S> <C> <C>
Operating activities:
Net income................................................... $ 62 $ 62
Adjustments to reconcile net income to net cash provided
(used) by operating activities:
Depreciation and amortization.............................. 29 16
Deferred income tax expense................................ -- (2)
Net gain on retail notes sold.............................. (59) (52)
Changes in components of working capital:
(Increase) decrease in other assets...................... (108) (31)
Increase (decrease) in accounts payables and other
accrued liabilities..................................... (47) (13)
Other, net............................................... (18) (9)
------ ------
Net cash provided (used) by operating activities....... (141) (29)
------ ------
Investing activities:
Cost of receivables acquired................................. (2,290) (1,918)
Collections of receivables................................... 648 432
Proceeds from sales of receivables........................... 1,335 1,235
Investments in joint ventures................................ -- (16)
Purchase of equipment on operating leases.................... (273) (68)
Expenditures for property and equipment...................... -- (1)
------ ------
Net cash provided (used) by investing activities....... (580) (336)
------ ------
Financing activities:
Proceeds from issuance of long-term debt..................... 629 --
Net increase (decrease) in short-term debt and revolving
credit facilities........................................... 48 373
Capital contributions from Case Corporation.................. -- 20
------ ------
Net cash provided (used) by financing activities....... 677 393
------ ------
Increase (decrease) in cash and cash equivalents............... (44) 28
Cash and cash equivalents, beginning of period................. 67 17
------ ------
Cash and cash equivalents, end of period....................... $ 23 $ 45
====== ======
Cash paid during the period for interest....................... $ 89 $ 78
====== ======
Cash paid during the period for taxes.......................... $ 28 $ 31
====== ======
</TABLE>
The accompanying notes to financial statements are an integral part of these
Statements of Cash Flows.
5
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CASE CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
CUMULATIVE
COMMON PAID-IN TRANSLATION RETAINED
STOCK CAPITAL ADJUSTMENT EARNINGS TOTAL
------ ------- ----------- -------- -----
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1996........... $-- $199 $ (6) $ 47 $240
Net income......................... -- -- -- 82 82
Translation adjustment............. -- -- (10) -- (10)
Capital contributions from Case.... -- 45 -- -- 45
---- ---- ---- ---- ----
Balance, December 31, 1997........... -- 244 (16) 129 357
Net income......................... -- -- -- 62 62
Translation adjustment............. -- -- (8) -- (8)
---- ---- ---- ---- ----
Balance, September 30, 1998.......... $-- $244 $(24) $191 $411
==== ==== ==== ==== ====
</TABLE>
The accompanying notes to financial statements are an integral part of these
Statements of Changes in Stockholder's Equity.
6
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CASE CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(1)--BASIS OF PRESENTATION
The accompanying financial statements reflect the consolidated results of
Case Credit Corporation and its subsidiaries ("Case Credit" or the "Company").
All significant intercompany transactions have been eliminated in
consolidation.
In the opinion of management, the accompanying unaudited financial
statements of Case Credit contain all adjustments which are of a normal
recurring nature necessary to present fairly the financial position as of
September 30, 1998, and the results of operations, changes in shareholder's
equity and cash flows for the periods indicated. It is suggested that these
interim financial statements be read in conjunction with the financial
statements and the notes thereto included in the Company's 1997 Annual Report
on Form 10-K for the year ended December 31, 1997. Interim financial results
are not necessarily indicative of operating results for an entire year.
(2)--ACCOUNTING PRONOUNCEMENTS
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." This
statement establishes standards for the reporting and display of comprehensive
income and its components. Components of comprehensive income include net
income and all other non-owner changes in equity. SFAS No. 130 requires that
an enterprise classify items of other comprehensive income by their nature in
a financial statement for the period in which they are recognized. For interim
reporting, the Company has chosen to disclose comprehensive income in the
Notes to Financial Statements. See Note 6, "Comprehensive Income."
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. This statement must be adopted no later than January 1,
2000, although earlier application is permitted. The Company is currently
evaluating the impact of adopting SFAS No. 133.
Effective January 1, 1998, the Company adopted Statement of Position ("SOP")
No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use." The Company's accounting for costs of computer software
developed or obtained for internal use is consistent with the guidelines
established in the SOP and, as a result, the adoption of this statement had no
effect on the Company's financial position or results of operations.
The Company will adopt SOP No. 98-5, "Reporting on the Costs of Start-Up
Activities," effective January 1, 1999. Adoption of this statement will have
no material effect on the Company's financial position or results of
operations.
(3)--ASSET-BACKED SECURITIZATIONS
During the first nine months of 1998, limited-purpose business trusts
organized by Case Credit issued $1,379 million of asset-backed securities to
outside investors. As of September 30, 1998, Case Credit has sold $1,403
million of U.S. and Canadian retail notes to the trusts in connection with
these issuances. During the first nine months of 1997, limited-purpose
business trusts organized by Case Credit issued $1,706 million of asset-backed
securities to outside investors. As of September 30, 1997, Case Credit had
sold $1,301 million of U.S. and Canadian retail notes to the trusts in
connection with these issuances. The proceeds from the sale of the retail
notes were used to repay outstanding debt and to finance additional
receivables.
7
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CASE CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(4)--LONG-TERM DEBT
During the second quarter of 1998, Case Credit increased its $550 million
debt security program to $1 billion pursuant to a shelf registration statement
filed with the Securities and Exchange Commission in May 1998. During the
first nine months of 1998, Case Credit issued $629 million of its medium-term
notes in the United States, with maturities of two to three years and interest
rates ranging from 5.8% to 6.0%, pursuant to this registration statement. The
net proceeds from the offerings will be used to fund Case Credit's growth
initiatives and for other corporate purposes, including repayment of short-
term indebtedness.
(5)--INCOME TAXES
On a consolidated basis, the Company's 1998 year-to-date effective tax rate
of 35% was equal to the U.S. statutory rate. The Company's September 1997
year-to-date effective tax rate of 32% was lower than the U.S. statutory rate
primarily due to reductions in the tax valuation reserves in certain foreign
jurisdictions offset by state income taxes and foreign income taxed at
different rates.
(6)--COMPREHENSIVE INCOME
Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." The components of comprehensive income for the three
and nine months ended September 30, 1998 and 1997, are as follows (in
millions):
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------- ---------------
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Net income............................ $ 25 $ 23 $ 62 $ 62
Translation adjustment, net of taxes.. (5) (1) (8) (4)
------ ------ ------ ------
Comprehensive income.................. $ 20 $ 22 $ 54 $ 58
====== ====== ====== ======
</TABLE>
(7)--OTHER MATTERS
During the second quarter of 1998, Case Corporation announced the creation
of Case Capital Corporation, a broad-based financing company for the global
marketplace. Case Capital Corporation will include separate businesses that
offer loans and leases for construction, agriculture and other industries,
commercial lending within equipment industries, multiple lines of insurance
products and private label credit cards.
(8)--SUBSEQUENT EVENTS
In the fourth quarter, Case Credit issued $159 million of floating and fixed
rate medium-term notes pursuant to its $1 billion shelf registration statement
filed with the Securities and Exchange Commission in May 1998. These notes
have maturities that range between eighteen to twenty-four months and bear
interest based on three month LIBOR for the floating rate notes, and 6.24% for
the fixed rate notes. Also pursuant to the $1 billion shelf registration
statement, Case Credit issued $100 million principal amount of 6.125% notes
due October 15, 2001, and $100 million principal amount of floating rate notes
due January 21, 2000, with an initial rate of 5.91%.The net proceeds from
these issuances will be used to fund Case Credit's growth initiatives and for
other corporate purposes, including the repayment of short-term indebtedness.
During the fourth quarter of 1998, Case Credit's Canadian subsidiary, Case
Credit Ltd, established a C$750 million medium-term note program pursuant to a
short form prospectus and prospectus supplement filed with the Canadian
Securities Administrators. As of the date of this filing, Case Credit has not
issued any medium-term notes under this program.
8
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CASE CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
During the fourth quarter, a limited-purpose business trust organized by
Case Credit priced $628.9 million of asset-backed securities for issuance to
outside investors. In connection with these issuances, Case Credit will sell
$448.6 million of retail notes to the trust in November 1998. An additional
$201.4 million of retail notes will be sold to the trust as receivables are
generated. The net proceeds from the sale of the retail notes will be used to
repay short-term indebtedness and to finance additional receivables.
9
<PAGE>
CASE CREDIT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS OF RESULTS OF OPERATIONS
Nine Months Ended September 30, 1998 vs. Nine Months Ended September 30, 1997
NET INCOME
Net income for the first nine months of 1998 of $62 million was consistent
with the comparable period of 1997. Net income for 1998 reflects higher
earnings as a result of increased levels of on-balance-sheet receivables,
including higher lease income from operating leases and higher realized gains
from the sale of retail notes under asset-backed securitizations. These
amounts were offset by increased interest expense as a result of higher
average on-book receivables, as well as increased depreciation of equipment on
operating leases.
REVENUES
Case Credit reported total revenues of $264 million for the first nine
months of 1998 as compared to $201 million for the first nine months of 1997.
Finance income earned on retail notes and finance leases increased to $98
million in the first nine months of 1998 as compared to $75 million for the
same period in 1997, primarily due to increased levels of on-balance-sheet
receivables. In addition, operating lease income increased $23 million to a
total of $46 million for the first nine months of 1998, reflecting the growth
in Case Credit's operating lease portfolio.
EXPENSES
Interest expense for the first nine months of 1998 was $103 million, up $31
million from the $72 million reported in the first nine months of 1997. The
increase in interest expense resulted from higher average debt levels during
the first nine months of 1998 as compared to the prior year period, primarily
due to the growth in Case Credit's on-balance-sheet receivables and increased
equipment on operating leases.
Operating expenses increased $27 million to a total of $65 million in the
first nine months of 1998 as compared to the first nine months of 1997. This
increase primarily resulted from higher year-over-year depreciation expense
relating to Case Credit's larger operating lease portfolio, as well as higher
operating expenses in support of Case Credit's growth initiatives.
SERVICED PORTFOLIO
During the first nine months of 1998, Case Credit's serviced portfolio of
receivables increased 30% over the same time last year to a record $6.4
billion. Growth in the first nine months of 1998 resulted from Case Credit's
focus on new markets and new products, including retail financing through Case
Credit's European joint venture, Case Credit Europe S.A.S. Gross receivables
originated in the first nine months of 1998 increased 41% for a total of $3.2
billion versus the same period in 1997. During the first nine months of 1998,
limited-purpose business trusts organized by Case Credit issued $1,379 million
of asset-backed securities to outside investors. Case Credit has sold $1,403
million of U.S. and Canadian retail notes to the trusts in connection with
these issuances. During the first nine months of 1997, limited-purpose
business trusts organized by Case Credit issued $1,706 million of asset-backed
securities to outside investors. Case Credit had sold $1,301 million of U.S.
and Canadian retail notes to the trusts in connection with these issuances.
The proceeds from the sale of the retail notes were used to repay outstanding
debt and to finance additional receivables.
YEAR 2000
As used in this "Year 2000" disclosure, "the Company" or "Case" refers to
Case Corporation and its consolidated subsidiaries, including Case Credit
Corporation and its subsidiaries ("Case Credit"). In addition, all references
to "Case Industrial" reflect the consolidation of all majority owned
subsidiaries, excluding Case Credit.
10
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In July 1996, the Emerging Issues Task Force ("EITF") of the Financial
Accounting Standards Board ("FASB") issued EITF 96-14, "Accounting for the
Costs Associated with Modifying Computer Software for the Year 2000," which
requires that costs associated with modifying computer software for the Year
2000 be expensed as incurred. Through Case's ongoing process of evaluating and
performing systems and software upgrades and enhancements, the Company has
been actively addressing Year 2000 issues since 1995.
Case Corporation understands that it is important to our customers and
stakeholders that Case's products, services and internal systems are not
adversely affected by the Year 2000. Case has implemented procedures that it
deems necessary to safeguard the Company from computer-related issues
associated with adverse effects as a result of improperly recognizing the
millennial date change. These procedures include inventorying/assessing,
planning, constructing/testing, and implementing/certifying, where necessary,
critical internal-use systems. The Company believes, based upon its review and
efforts to date, that future external and internal costs to be incurred for
the modification of internal-use software to address Year 2000 issues will not
have a material adverse effect on Case's financial position, cash flows or
results of operations. The Company believes, based upon its review and efforts
to date, that external and internal remediation costs to be incurred for the
modification of internal-use software to address Year 2000 issues will, in the
aggregate, approximate $40 million to $50 million through the end of 1999. As
Case Industrial and Case Credit share certain technology resources and
internal-use systems, all such remediation costs will be borne by Case
Industrial. Through September 30, 1998, Case Industrial has incurred
approximately $19 million of the estimated external and internal remediation
costs to address Year 2000 issues.
Case has also undertaken a program to alert its suppliers and dealers of
Year 2000 issues. Based on its contacts with suppliers and dealers, the
Company believes that its most important suppliers will be Year 2000 compliant
by December 31, 1998. Case will continue to work with its remaining suppliers
and its dealers throughout 1999 to secure Year 2000 compliance by December 31,
1999. As a result, and subject to the Company's ongoing compliance efforts,
the costs and uncertainties relating to timely resolution of Year 2000 issues
applicable to the Company's business and operations are not reasonably
expected by the Company to have a material adverse effect on Case's financial
position, cash flows or results of operations.
Based upon Case's review and efforts to date, the Company currently
anticipates completion of critical Year 2000 compliance issues by mid-1999.
The Company plans to continue integration testing throughout the balance of
1999. In the event Case's Year 2000 compliance efforts, as well as the efforts
of the Company's suppliers and dealers, individually and in the aggregate, are
not successful, it could have a material adverse effect on the Company's
financial position, cash flows and results of operations. As a result, the
Company is in the process of developing Year 2000 contingency plans that will
be designed to mitigate the impact on the Company in the event that its Year
2000 compliance efforts are not successful. The targeted completion date for
the Company's contingency planning is mid-1999.
The information included in this "Year 2000" section represents forward-
looking statements and involves risks and uncertainties that could cause
actual results to differ materially from those in the forward-looking
statements.
INTEREST RATE RISK MANAGEMENT
The Company uses derivative financial instruments to manage its interest
rate exposures. Case Credit does not hold or issue financial instruments for
trading purposes. For information regarding Case Credit's interest rate risk
management, reference is made to Item 7 and Note 7 to the Case Credit
Financial Statements in the Company's 1997 Annual Report on Form 10-K. There
has been no material change in the Company's market risk exposures that affect
the quantitative and qualitative disclosures as presented as of December 31,
1997.
11
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PART II--OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
A list of the exhibits included as part of this Form 10-Q is set forth in the
Index to Exhibits that immediately precedes such exhibits, which is
incorporated herein by reference.
(b) Reports on Form 8-K.
Case Credit Corporation did not file any Current Reports on Form 8-K during
the quarter ended September 30, 1998.
12
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
Case Credit Corporation
/s/ Robert A. Wegner
By___________________________________
Robert A. Wegner
Vice President and Chief Financial
Officer
(Principal Financial Officer and
Authorized Signatory for Case Credit
Corporation)
Date: November 12, 1998
13
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NUMBERS
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<C> <S> <C>
4(a) 6 1/8% Note due October 15, 2001, of Case Credit
Corporation issued pursuant to the Indenture, dated as
of October 1, 1997, between Case Credit Corporation
and The Bank of New York.
4(b) Floating Rate Note due January 21, 2000, of Case Credit
Corporation issued pursuant to the Indenture, dated as
of October 1, 1997, between Case Credit Corporation
and The Bank of New York.
4(c) Actions of Authorized Officers of Case Credit
Corporation authorizing the issuance of $100,000,000
aggregate principal amount of 6 1/8% Notes due October
15, 2001, and $100,000,000 aggregate principal amount
of Floating Rate Notes due January 21, 2000.
4(d) Officers' Certificate and Company Order of Case Credit
Corporation for the issuance of $100,000,000 aggregate
principal amount of 6 1/8% Notes due October 15, 2001,
and $100,000,000 aggregate principal amount of
Floating Rate Notes due January 21, 2000.
10 Calculation Agency Agreement, dated as of October 27,
1998, between Case Credit Corporation and The Bank of
New York.
12 Computation of Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
</TABLE>
14
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Exhibit 4(a)
CASE CREDIT CORPORATION
6 1/8% Note due October 15, 2001
No. 1001 $100,000,000
CUSIP No. 147433AD8
This Security is a Book-Entry Security in a global form within the meaning
of the Indenture hereinafter referred to and is registered in the name of the
Depository or a nominee of a Depository. This global Security is exchangeable
for Securities registered in the name of a Person other than the Depository or
its nominee only in the limited circumstances described in the Indenture, and no
transfer of this Security (other than a transfer of this Security as a whole by
the Depository to a nominee of the Depository or by a nominee of the Depository
to the Depository or another nominee of the Depository) may be registered except
in such limited circumstances.
Unless this Security is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any Security issued
upon registration of transfer of, or in exchange for, or in lieu of, this
Security is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
<PAGE>
CASE CREDIT CORPORATION
CASE CREDIT CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., as nominee for DTC, or
registered assigns, the principal sum of One Hundred Million Dollars
($100,000,000) on October 15, 2001, and to pay interest thereon from October 27,
1998 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on April 15 and October 15 in each
year, commencing April 15, 1999, at the rate of 6 1/8% per annum, until the
principal hereof is paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be April 1 or October
1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
Payment of the principal (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in New York, New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to herein by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 1, 1997 (herein called the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
-2-
<PAGE>
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $100,000,000.
The Securities of this series will not be redeemable prior to maturity.
The Securities of this series shall not provide for a sinking fund.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.
-3-
<PAGE>
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registerable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
Interest on this Security shall be computed on the basis of a 360-day year
of twelve 30-day months.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
This Security shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to the conflict of laws
provisions thereof.
-4-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: October 27, 1998
(seal) CASE CREDIT CORPORATION
By: /s/ Robert A. Wegner
-------------------------------
Name: Robert A. Wegner
Title: Vice President and Chief
Financial Officer
Attest:
By: /s/ Dawn M. Beck
------------------------
Name: Dawn M. Beck
Its: Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW YORK,
as Trustee, certifies that this is one of the
Securities referred to in the within-mentioned
Indenture.
Dated: October 27, 1998
By: /s/ Mary Lagumina
------------------------
Authorized Signatory
-5-
<PAGE>
Exhibit 4(b)
CASE CREDIT CORPORATION
Floating Rate Note due January 21, 2000
No. 1001 $100,000,000
CUSIP No. 147433AE6
This Security is a Book-Entry Security in a global form within the meaning
of the Indenture hereinafter referred to and is registered in the name of the
Depository or a nominee of a Depository. This global Security is exchangeable
for Securities registered in the name of a Person other than the Depository or
its nominee only in the limited circumstances described in the Indenture, and no
transfer of this Security (other than a transfer of this Security as a whole by
the Depository to a nominee of the Depository or by a nominee of the Depository
to the Depository or another nominee of the Depository) may be registered except
in such limited circumstances.
Unless this Security is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange or payment, and any Security
issued upon registration of transfer of, or in exchange for, or in lieu of, this
Security is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
<PAGE>
CASE CREDIT CORPORATION
CASE CREDIT CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., as nominee for DTC, or
registered assigns, the principal sum of One Hundred Million Dollars
($100,000,000) on January 21, 2000 ("Stated Maturity"), and to pay interest
thereon from and including October 27, 1998 or from and including the most
recent Interest Payment Date to which interest has been paid or duly provided
for to but excluding the next Interest Payment Date, quarterly on January 21,
April 21, July 21 and October 21 in each year, commencing January 21, 1999, at a
rate per annum determined in accordance with the provisions below, until the
principal hereof is paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest which shall be the 15th calendar
day (whether or not a Business Day) next preceding such Interest Payment Date;
provided, however, that interest payable at Stated Maturity shall include
interest accrued to but excluding the maturity date and shall be payable to the
person to whom principal shall be payable. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
The per annum rate of interest payable on this Security for each Interest
Period (as defined below) will be LIBOR (calculated as described below) on the
second Market Day (as defined below) preceding the Interest Reset Date (as
defined below) for such Interest Period plus 0.70%.
Except as otherwise provided herein, all percentages resulting from any
calculation shall be rounded, if necessary, to the nearest one-hundred
thousandth of a percentage point (e.g., 9.876545% (or 0.09876545) being rounded
to 9.87655% (or 0.0987655), and all dollar amounts used in or resulting from
such calculation shall be
-2-
<PAGE>
rounded to the nearest cent (with one-half cent being rounded upwards).
Accrued interest from the date this Security is issued (the "Original Issue
Date") or from the last date to which interest has been paid is calculated by
multiplying the face amount of this Security by an accrued interest factor,
computed by adding the interest factor calculated for each day from such
starting date to but excluding the date for which accrued interest is being
calculated. The interest factor (expressed as a decimal) for each such day is
computed by dividing the interest rate (expressed as a decimal) applicable to
such day by 360.
The rate of interest on this Security shall be reset quarterly (each an
"Interest Reset Date"). The Interest Reset Date shall be the first day of any
Interest Period, provided, however, that (i) the interest rate in effect from
the Original Issue Date to the first Interest Payment Date will be 5.90922% and
(ii) the interest rate in effect for the ten days immediately prior to Stated
Maturity shall be that in effect on the tenth day preceding such Stated
Maturity. If any Interest Reset Date would otherwise be a day that is not a
Market Day, the Interest Reset Date shall be postponed to the next day that is a
Market Day, except that if such Market Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Market Day.
"Interest Period" means the period beginning on and including October 27, 1998
to but excluding the first Interest Payment Date and each successive period from
and including an Interest Payment Date to but excluding the next Interest
Payment Date. Interest shall be computed on the basis of the actual number of
days in the applicable Interest Period divided by 360.
In lieu of Section 1.13 of the Indenture, if any Interest Payment Date
would otherwise fall on a day that is not a Market Day, such Interest Payment
Date shall be the next succeeding Market Day, or if such succeeding Market Day
falls in the next calendar month, such Interest Payment Date shall be the next
preceding Market Day. "Market Day" means each Business Day on which dealings in
deposits in U.S. dollars are transacted in the London interbank market.
"Business Day" means any day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market. In lieu of Section 1.13 of the
Indenture, if Stated Maturity falls on a day that is not a Market Day, Stated
Maturity shall be the next succeeding Market Day (or if such next succeeding
Market Day is in the next calendar month, the next preceding Market Day). The
Interest Determination Date shall be the second Market Day preceding the
Interest Reset Date for such Interest Period.
LIBOR with respect to any Interest Reset Date shall be determined by the
Calculation Agent in accordance with the following provisions:
-3-
<PAGE>
(i) LIBOR will be the rate for three-month deposits in U.S. dollars in
the London interbank market, that appears on the Telerate Page 3750, as of
11:00 A.M., London time, on the Interest Determination Date applicable to
such Interest Reset Date. "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). If no
rate appears on the Telerate Page 3750 or if the Telerate page 3750 is
unavailable, LIBOR in respect of that Interest Reset Date shall be
determined as if the parties had specified the rate described in (ii)
below.
(ii) With respect to an Interest Determination Date on which no rate
appears on Telerate Page 3750 or if the Telerate page 3750 is unavailable,
LIBOR shall be determined on the basis of the rates at approximately 11:00
A.M., London time, on such Interest Determination Date at which three-month
deposits in U.S. dollars are offered to lending banks in the London
interbank market by four major banks in the London interbank market
selected by the Calculation Agent commencing on the second Market Day
immediately following such Interest Determination Date and in a principal
amount equal to an amount not less than U.S. $1,000,000 that in the
Calculation Agent's judgment is representative for a single transaction in
such market at such time (a "Representative Amount"). The Calculation Agent
shall request the principal London office of each of such banks to provide
a quotation of its rate. If at least two such quotations are provided,
LIBOR with respect to such Interest Reset Date shall be the arithmetic mean
of such quotations. If fewer than two quotations are provided, LIBOR with
respect to such Interest Reset Date shall be the arithmetic mean of the
rates quoted at approximately 11:00 A.M., New York City time, on such
Interest Determination Date by three major banks in The City of New York,
selected by the Calculation Agent, for three-month loans in U.S. dollars to
leading European banks commencing on the Interest Reset Date and in a
Representative Amount; provided, however, that, if fewer than three banks
selected as aforesaid by the Calculation Agent are quoting as mentioned in
this sentence, LIBOR with respect to such Interest Reset Date shall be the
LIBOR in effect on such Interest Determination Date.
The Calculation Agent with respect to this Security shall be The Bank of
New York. The Calculation Agent shall calculate the
-4-
<PAGE>
interest rate on this Security in accordance with the foregoing on each Interest
Determination Date. The Calculation Agent's determination of any Interest Rate
shall be final and binding in the absence of manifest error. The interest rate
on this Security shall in no event be higher than the maximum rate permitted by
applicable law.
The Calculation Agent shall upon the request of the Holder of this
Security, provide to such Holder the interest rate hereon then in effect, and,
if determined, the interest rate which will become effective on the next
Interest Reset Date.
Payment of the principal (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in New York, New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to herein by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 1, 1997 (herein called the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $100,000,000.
The Securities of this series will not be redeemable prior to maturity.
The Securities of this series shall not provide for a sinking fund.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
-5-
<PAGE>
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registerable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of
-6-
<PAGE>
Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
This Security shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to the conflict of laws
provisions thereof.
-7-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: October 27, 1998
(seal) CASE CREDIT CORPORATION
By: /s/ Robert A. Wegner
-------------------------------
Name: Robert A. Wegner
Title: Vice President and Chief
Financial Officer
Attest:
By: /s/ Dawn M. Beck
-----------------------
Name: Dawn M. Beck
Its: Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW YORK,
as Trustee, certifies that this is one of the
Securities referred to in the within-mentioned
Indenture.
Dated: October 27, 1998
By: /s/ Mary Lagumina
-------------------------
Authorized Signatory
-8-
<PAGE>
Exhibit 4(c)
CASE CREDIT CORPORATION
ACTIONS OF THE AUTHORIZED OFFICERS
Pursuant to the authority granted by the Board of Directors of Case Credit
Corporation (the "Company") in its May 13, 1998 resolutions, the undersigned
agree as follows:
6 1/8% Notes due October 15, 2001
1. The Company shall issue $100,000,000 aggregate principal amount of the
Company's 6 1/8% Notes due October 15, 2001 (the "6 1/8% Notes").
2. The Company shall issue and sell the 6 1/8% Notes to Credit Suisse First
Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(collectively, the "Underwriters") pursuant to an Underwriting Agreement, dated
October 22, 1998 (the "Underwriting Agreement"), and a Terms Agreement, dated
October 22, 1998 (the "6 1/8% Terms Agreement"), each between the Company and
the Underwriters, upon the terms and conditions set forth therein, to be issued
under and in accordance with an Indenture, dated as of October 1, 1997, between
the Company and The Bank of New York, as Trustee ("Trustee"), relating to the
Company's securities (the "Indenture").
3. In addition to the other terms provided in the Indenture with respect to
securities issued thereunder, all as more particularly described in the 6 1/8%
Terms Agreement, the Prospectus and the Prospectus Supplement relating to the
6 1/8% Notes and the form of 6 1/8% Note referred to below, the 6 1/8% Notes
shall contain the following terms:
(a) The 6 1/8% Notes shall be entitled "6 1/8% Notes due October 15,
2001";
(b) Subject to the terms of the Indenture, the 6 1/8% Notes shall be
limited in aggregate principal amount to $100,000,000;
(c) Interest shall be payable to the persons in whose names the 6 1/8%
Notes are registered at the close of business on the applicable
6 1/8% Regular Record Date (as defined below);
(d) The principal of the 6 1/8% Notes is payable on October 15, 2001;
(e) The 6 1/8% Notes shall bear interest at the rate of 6 1/8% per
annum beginning October 27, 1998. Subject
<PAGE>
to the terms of the Indenture, interest on the 6 1/8% Notes shall
be computed on the basis of a 360-day year of twelve 30-day months
and will be payable semi-annually on the 15th day of April and
October of each year (each a "6 1/8% Interest Payment Date"),
commencing on April 15, 1999. Interest shall be paid to persons in
whose names the 6 1/8% Notes (or any predecessor Notes) are
registered at the close of business on the April 1 or October 1,
as the case may be, next preceding the 6 1/8% Interest Payment
Date (each a "6 1/8% Regular Record Date");
(f) Payment of the principal of, premium, if any, and interest on the
6 1/8% Notes shall be made at the office or agency of the Company
maintained for that purpose in New York, New York;
(g) The 6 1/8% Notes shall not be redeemable prior to maturity;
(h) The 6 1/8% Notes shall not provide for any sinking fund;
(i) The 6 1/8% Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof;
(j) The payment of the principal of, premium, if any, and interest on
the 6 1/8% Notes shall be made in such coin or currency of the
United States of America as at the time of payment is legal tender
for payment of public and private debts;
(k) The payment of principal of, premium, if any, and interest on the
6 1/8% Notes shall not be determined with reference to an index or
formula;
(l) There shall be no optional currency or currency unit in which the
payment of principal of, premium, if any, and interest on the
6 1/8% Notes shall be payable;
(m) Both Section 13.2 and Section 13.3 of the Indenture shall apply to
the 6 1/8% Notes;
(n) The 6 1/8% Notes shall be in the form of Book Entry Securities as
set forth in Section 3.5 of the Indenture;
2
<PAGE>
(o) The principal amount of the 6 1/8% Notes shall be payable upon
declaration of acceleration pursuant to Section 5.2 of the
Indenture;
(p) Settlement for the 6 1/8% Notes shall be made by the Underwriters
in immediately available funds and all payment of principal and
interest on the 6 1/8% Notes shall be made by the Company in
immediately available funds; the 6 1/8% Notes shall trade in the
Depository Trust Company's Same-Day Funds Settlement System until
maturity, and secondary market trading activity in the 6 1/8%
Notes shall therefore settle in immediately available funds;
(q) The Company shall apply to list the 6 1/8% Notes on the New York
Stock Exchange. Any officer of this Company specified in the first
paragraph of Section 3.3 of the Indenture is hereby authorized and
empowered to execute a Registration Statement on Form 8-A with
respect to the 6 1/8% Notes and to file such Registration
Statement with the Securities and Exchange Commission; and
(r) The other terms and conditions of the 6 1/8% Notes shall be
substantially as set forth in the Indenture and in the Prospectus
and the Prospectus Supplement relating to the 6 1/8% Notes.
4. The form of the 6 1/8% Notes shall be substantially as attached hereto
as Exhibit A.
5. The price at which the 6 1/8% Notes shall be sold by the Company to
the Underwriters pursuant to the 6 1/8% Terms Agreement shall be 99.436% of the
principal amount thereof, plus accrued interest, if any, from October 27, 1998
to the time of delivery.
6. The 6 1/8% Notes initially shall be offered to the public by the
Underwriters at 99.836% of the principal amount thereof, plus accrued interest,
if any, from October 27, 1998 to the time of delivery.
7. The execution and delivery of the Underwriting Agreement and the
6 1/8% Terms Agreement (substantially in the form attached hereto as Exhibit B)
is hereby approved.
8. Any officer of this Company specified in the first paragraph of
Section 3.3 of the Indenture is hereby authorized and empowered to execute the
6 1/8% Notes of this Company in the form he deems appropriate, and to deliver
such Notes to the Trustee with a written order directing the Trustee to have the
6 1/8% Notes
3
<PAGE>
authenticated and delivered to such persons as such officer designates.
9. The Bank of New York is hereby designated and appointed as Paying
Agent and Securities Registrar with respect to the 6 1/8% Notes.
Floating Rate Notes due January 21, 2000
1. The Company shall issue $100,000,000 aggregate principal amount of the
Company's Floating Rate Notes due January 21, 2000 (the "Floating Rate Notes").
2. The Company shall issue and sell the Floating Rate Notes to the
Underwriters pursuant to the Underwriting Agreement and a Terms Agreement, dated
October 22, 1998, between the Company and the Underwriters (the "Floating Rate
Terms Agreement"), upon the terms and conditions set forth therein, to be issued
under and in accordance with the Indenture.
3. In addition to the other terms provided in the Indenture with respect
to securities issued thereunder, all as more particularly described in the
Floating Rate Terms Agreement, the Prospectus and the Prospectus Supplement
relating to the Floating Rate Notes and the form of Floating Rate Note referred
to below, the Floating Rate Notes shall contain the following terms:
(a) The Floating Rate Notes shall be entitled "Floating Rate Notes
due January 21, 2000";
(b) Subject to the terms of the Indenture, the Floating Rate Notes
shall be limited in aggregate principal amount to $100,000,000;
(c) Interest shall be payable to the persons in whose names the
Floating Rate Notes are registered at the close of business on
the applicable Floating Rate Regular Record Date (as defined
below);
(d) The principal of the Floating Rate Notes is payable on January
21, 2000;
(e) The Floating Rate Notes shall bear interest at the rate of LIBOR
plus 0.70% per annum beginning October 27, 1998. Interest on the
Floating Rate Notes shall be calculated in accordance with the
provisions of the Indenture and the form of Floating Rate Note.
Subject to the terms of the Indenture, interest on the Floating
Rate Notes shall be payable quarterly on the 21st day of January,
April, July and October of each year (each
4
<PAGE>
a "Floating Rate Interest Payment Date"), commencing on January
21, 1999. Interest shall be paid to persons in whose names the
Floating Rate Notes (or any predecessor Notes) are registered at
the close of business on the 15th calendar day next preceding the
Floating Rate Interest Payment Date (each a "Floating Rate
Regular Record Date");
(f) Payment of the principal of, premium, if any, and interest on the
Floating Rate Notes shall be made at the office or agency of the
Company maintained for that purpose in New York, New York;
(g) The Floating Rate Notes shall not be redeemable prior to
maturity.
(h) The Floating Rate Notes shall not provide for any sinking fund;
(i) The Floating Rate Notes are issuable only in registered form
without coupons in denominations of $1,000 and any integral
multiple thereof;
(j) The payment of the principal of, premium, if any, and interest on
the Floating Rate Notes shall be made in such coin or currency of
the United States of America as at the time of payment is legal
tender for payment of public and private debts;
(k) The payment of principal on the Floating Rate Notes shall not be
determined with reference to an index or formula;
(l) There shall be no optional currency or currency unit in which the
payment of principal of, premium, if any, and interest on the
Floating Rate Notes shall be payable;
(m) Both Section 13.2 and Section 13.3 of the Indenture shall apply
to the Floating Rate Notes;
(n) The Floating Rate Notes shall be in the form of Book Entry
Securities as set forth in Section 3.5 of the Indenture;
(o) The principal amount of the Floating Rate Notes shall be payable
upon declaration of acceleration pursuant to Section 5.2 of the
Indenture;
(p) Settlement for the Floating Rate Notes shall be made by the
Underwriters in immediately available
5
<PAGE>
funds and all payment of principal and interest on the Floating
Rate Notes shall be made by the Company in immediately available
funds; the Floating Rate Notes shall trade in the Depository
Trust Company's Same-Day Funds Settlement System until maturity,
and secondary market trading activity in the Floating Rate Notes
shall therefore settle in immediately available funds;
(q) The Company shall apply to list the Floating Rate Notes on the
New York Stock Exchange. Any officer of this Company specified in
the first paragraph of Section 3.3 of the Indenture is hereby
authorized and empowered to execute a Registration Statement on
Form 8-A with respect to the Floating Rate Notes and to file such
Registration Statement with the Securities and Exchange
Commission; and
(r) The other terms and conditions of the Floating Rate Notes shall
be substantially as set forth in the Indenture and in the
Prospectus and the Prospectus Supplement relating to the Floating
Rate Notes.
4. The form of the Floating Rate Notes shall be substantially as attached
hereto as Exhibit C.
5. The price at which the Floating Rate Notes shall be sold by the
Company to the Underwriters pursuant to the Floating Rate Terms Agreement shall
be 99.800% of the principal amount thereof, plus accrued interest, if any, from
October 27, 1998 to the time of delivery.
6. The Floating Rate Notes initially shall be offered to the public by
the Underwriters at 100.000% of the principal amount thereof, plus accrued
interest, if any, from October 27, 1998 to the time of delivery.
7. The execution and delivery of the Floating Rate Terms Agreement
(substantially in the form attached hereto as Exhibit D) is hereby approved.
8. Any officer of this Company specified in the first paragraph of
Section 3.3 of the Indenture is hereby authorized and empowered to execute the
Floating Rate Notes of this Company in the form he deems appropriate, and to
deliver such Notes to the Trustee with a written order directing the Trustee to
have the Floating Rate Notes authenticated and delivered to such persons as such
officer designates.
6
<PAGE>
9. The Bank of New York is hereby designated and appointed as Calculation
Agent, Paying Agent and Securities Registrar with respect to the Floating Rate
Notes.
10. The execution and delivery of the Calculation Agency Agreement
(substantially in the form attached hereto as Exhibit E) between the Company and
the Bank of New York is hereby approved.
7
<PAGE>
IN WITNESS WHEREOF, on behalf of the Company, the undersigned Authorized
Officers of the Company have executed this Officers' Certificate as of this 22nd
day of October, 1998.
CASE CREDIT CORPORATION
By: /s/ Kenneth R. Gangl
------------------------
Name: Kenneth R. Gangl
Title: President and Chief
Executive Officer
By: /s/ Robert A. Wegner
------------------------
Name: Robert A. Wegner
Title: Vice President and
Chief Financial
Officer
8
<PAGE>
Exhibit 4(d)
CASE CREDIT CORPORATION
OFFICERS' CERTIFICATE
and
COMPANY ORDER
With respect to the issuance by Case Credit Corporation (the "Company") of
(a) $100,000,000 aggregate principal amount of its 6-1/8% Notes Due October 15,
2001 and (b) $100,000,000 aggregate principal amount of its Floating Rate Notes
Due January 21, 2000 (collectively, the "Notes"), on behalf of the Company,
Kenneth R. Gangl and Peter Hong, the undersigned officers of the Company,
certify pursuant to Sections 2.1, 3.1 and 3.3 of the Indenture, dated as of
October 1, 1997 (the "Indenture"), between the Company and The Bank of New York,
as Trustee (the "Trustee"), as follows:
1. We have read Sections 2.1, 3.1 and 3.3 of the Indenture and the
definitions therein relating hereto, reviewed the resolutions of the
Board of Directors of the Company adopted on May 13, 1998 (attached as
Exhibit C to the Secretary's Certificate of Case Credit Corporation of
even date herewith), reviewed the Actions of the Authorized Officers of
Case Credit Corporation, dated October 22, 1998 (attached as Exhibit D
to the Secretary's Certificate of Case Credit Corporation of even date
herewith, the "Actions of the Authorized Officers"), conferred with
executive officers of the Company and, in our opinion, made such other
examinations and investigations as are necessary to enable us to express
an informed opinion as to whether Sections 2.1, 3.1 and 3.3 of the
Indenture have been complied with.
2. Based on the above-described examinations and investigations, in our
opinion, all conditions precedent relating to the authentication and
delivery of the Notes, including those conditions under Sections 2.1,
3.1 and 3.3 of the Indenture, have been complied with.
3. The terms of the Notes are set forth in the Actions of the Authorized
Officers.
4. In accordance with the provisions of Section 3.3 of the Indenture, the
Trustee is hereby authorized and requested to authenticate the Notes and
to deliver the Notes to or at the direction of Credit Suisse First
Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings assigned thereto in the Indenture.
<PAGE>
IN WITNESS WHEREOF, on behalf of the Company, the undersigned have executed
this Officers' Certificate and Company Order as of this 22nd day of October,
1998.
CASE CREDIT CORPORATION
By: /s/ Kenneth R. Gangl
--------------------------------
Name: Kenneth R. Gangl
Title: President and
Chief Executive Officer
By: /s/ Peter Hong
--------------------------------
Name: Peter Hong
Title: Treasurer
<PAGE>
Exhibit 10
CALCULATION AGENCY AGREEMENT
BETWEEN
CASE CREDIT CORPORATION
AND
THE BANK OF NEW YORK
DATED AS OF OCTOBER 27, 1998
Case Credit Corporation (the "Corporation") proposes to issue and sell
$100,000,000 aggregate principal amount of Floating Rate Notes due January 21,
2000 (the "Floating Rate Notes"). The Notes are to be issued under an
Indenture (the "Indenture"), dated as of October 1, 1997, between the
Corporation and The Bank of New York, as Trustee (the "Trustee"). The Notes are
being sold pursuant to the terms of a Terms Agreement dated as of October 22,
1998 (the "Terms Agreement"), between the Corporation and Credit Suisse First
Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(collectively, the "Underwriters"), which incorporates by reference the
Underwriting Agreement, dated October 22, 1998, between the Corporation and the
Underwriters. Terms used but not defined herein shall have the meanings
assigned to them in the Prospectus, dated July 20, 1998, and the Prospectus
Supplement thereto, dated October 22, 1998 (the "Prospectus Supplement"),
relating to the Floating Rate Notes.
For the purpose of appointing an agent to calculate the interest rate of
the Floating Rate Notes, the Corporation and The Bank of New York agree as
follows:
1. Upon the terms and subject to the conditions contained herein, the
Corporation hereby appoints The Bank of New York as its agent (in such capacity,
the "Calculation Agent") for the purpose of calculating the interest rates on
the Floating Rate Notes in the manner and at the times provided in the Floating
Rate Notes and the Prospectus Supplement.
2. The Calculation Agent shall exercise due care to determine the
interest rates on the Floating Rate Notes and shall communicate the same to the
Corporation, the Trustee, The Depository Trust Company and any paying agent
identified to it in writing as soon as practicable after each determination.
The Calculation Agent will, upon the request of the holder of a Floating Rate
Note, provide the interest rate then in effect with respect to the Floating Rate
Notes and, if determined, the interest rate with respect to the Floating Rate
Notes which will become effective on the next Interest Reset Date. The
Calculation Agent and the Corporation agree to comply with the Administrative
Procedures attached hereto as Exhibit A. No amendment to the provisions of the
Administrative Procedures relating to the duties or obligations of the
Calculation Agent hereunder may become effective without the prior written
consent of the Calculation Agent, which consent shall not be unreasonably
withheld.
<PAGE>
3. The Calculation Agent accepts its obligations set forth herein, upon
the terms and subject to the conditions hereof, including the following, to all
of which the Corporation agrees:
(a) The Calculation Agent shall be entitled to such compensation as
may be agreed upon with the Corporation for all services rendered by the
Calculation Agent, and the Corporation promises to pay such compensation and to
reimburse the Calculation Agent for the reasonable out-of-pocket expenses
(including attorneys' and other professionals' fees and expenses) incurred by it
in connection with the services rendered by it hereunder upon receipt of such
invoices as the Corporation shall reasonably require. The Corporation also
agrees to indemnify the Calculation Agent for, and to hold it harmless against,
any and all loss, liability, damage, claim or expense (including the costs and
expenses of defending against any claim of liability) incurred by the
Calculation Agent that arises out of or in connection with its accepting
appointment as, or acting as, Calculation Agent hereunder, except such as may
result from the negligence, willful misconduct or bad faith of the Calculation
Agent or any of its agents or employees. The Calculation Agent shall incur no
liability and shall be indemnified and held harmless by the Corporation for, or
in respect of, any actions taken, omitted to be taken or suffered to be taken in
good faith by the Calculation Agent in reliance upon (i) the opinion or advice
of legal or other professional advisors satisfactory to it or (ii) written
instructions from the Corporation. The Calculation Agent shall not be liable
for any error resulting from the use of or reliance on a source of information
used in good faith and with due care to calculate any interest rate hereunder.
The provisions of this Section shall survive the termination of this Agreement.
(b) In acting under this Agreement and in connection with the Floating
Rate Notes, the Calculation Agent is acting solely as agent of the Corporation
and does not assume any obligations or relationship of agency or trust for or
with any of the owners or holders of the Notes.
(c) The Calculation Agent shall be protected and shall incur no
liability for or in respect of any action taken or omitted to be taken or
anything suffered by it in reliance upon the terms of the Floating Rate Notes,
any notice, direction, certificate, affidavit, statement or other paper,
document or communication reasonably believed by it to be genuine and to have
been approved or signed by the proper party or parties.
(d) The Calculation Agent, its officers, directors, employees and
shareholders may become the owners of, or acquire any interest in, the Floating
Rate Notes, with the same rights that it or they would have it were not the
Calculation Agent, and may engage or be interested in any financial or other
transaction with the Corporation as freely as if it were not the Calculation
Agent.
2
<PAGE>
(e) Neither the Calculation Agent nor its officers, directors,
employees, agents or attorneys shall be liable to the Corporation for any act or
omission hereunder, or for any error of judgment made in good faith by it or
them, except in the case of its or their negligence or willful misconduct.
(f) The Calculation Agent may consult with counsel, and the written
advice of such counsel or any opinion of counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.
(g) The Calculation Agent shall be obligated to perform such duties
and only such duties as are herein specifically set forth, and no implied duties
or obligations shall be read into this Agreement against the Calculation Agent.
(h) Unless herein otherwise specifically provided, any order,
certificate, notice, request, direction or other communication from the
Corporation made or given by it under any provision of this Agreement shall be
sufficient if signed by any officer of the Corporation.
(i) The Calculation Agent may, upon obtaining the prior written
consent of the Corporation, perform any duties hereunder either directly or by
or through agents or attorneys, and the Calculation Agent shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder.
(j) The Corporation will not, without first obtaining the prior
written consent of the Calculation Agent, make any change to the Notes in the
forms filed as exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended September 30, 1998 if such change would materially and
adversely affect the Calculation Agent's duties and obligations under this
Agreement.
4. (a) The Calculation Agent may at any time resign as Calculation Agent
by giving written notice to the Corporation of such intention on its part,
specifying the date on which its desired resignation shall become effective;
provided, however, that such date shall never be earlier than 30 days after the
receipt of such notice by the Corporation, unless the Corporation agrees to
accept less notice. The Calculation Agent may be removed at any time by the
filing with it of any instrument in writing signed on behalf of the Corporation
and specifying such removal and the date when it is intended to become
effective. Such resignation or removal shall take effect upon the date of the
appointment by the Corporation, as hereinafter provided, of a successor
Calculation Agent. If, within 30 days after notice of resignation or removal has
been given, a successor Calculation Agent has not been appointed, the
Calculation Agent may, at the expense of the Corporation, petition a court of
competent jurisdiction to appoint a successor Calculation Agent. A successor
Calculation Agent shall be appointed by the Corporation by an instrument in
writing signed on behalf of the Corporation and the successor Calculation Agent.
Upon the appointment of a successor Calculation Agent and acceptance by it of
such appointment, the Calculation Agent so superseded shall cease to be such
Calculation Agent hereunder. Upon its resignation or removal, the Calculation
Agent shall be entitled to the payment by the Corporation of its compensation,
if any
3
<PAGE>
is owed to it, for services rendered hereunder and to the reimbursement of all
reasonable out-of-pocket expenses incurred in connection with the services
rendered by it hereunder.
(b) Any successor Calculation Agent appointed hereunder shall execute
and deliver to its predecessor and to the Corporation an instrument accepting
such appointment hereunder, and thereupon such successor Calculation Agent,
without any further act, deed or conveyance, shall become vested with all the
authority, rights, powers, trusts, immunities, duties and obligations of such
predecessor with like effect as if originally named as such Calculation Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obliged to transfer and deliver, and such
successor Calculation Agent shall be entitled to receive, copies of any relevant
records maintained by such predecessor Calculation Agent.
(c) Any corporation into which the Calculation Agent may be merged, or
any corporation with which the Calculation Agent may be consolidated, or any
corporation resulting form any merger or consolidation to which the Calculation
Agent shall sell or otherwise transfer all or substantially all of its corporate
trust assets or business shall, to the extent permitted by applicable law and
provided that it shall be a nationally recognized financial firm or institution
having an established place of business in The City of New York, be the
successor Calculation Agent under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties hereto.
Notice of any such merger, consolidation or sale shall forthwith be given to the
Corporation and the Trustee.
5. Any notice required to be given hereunder shall be delivered in
person, sent by letter or telecopy or communicated by telephone (subject, in the
case of communication by telephone, to confirmation dispatched within twenty-
four hours by letter or by telecopy), in the case of the Corporation, 233 Lake
Avenue, Racine, Wisconsin 53403, telephone: (414) 636-6011, telecopy: (414)
636-6466, Attention: Treasurer, in the case of The Bank of New York, to
Corporate Trust Trustee Administration, 101 Barclay Street, New York, New York
10286, telephone: (212) 815-5783, telecopy: (212) 815-5915 and, in the case of
The Depository Trust Company, to Manager Announcements, Dividend Department, The
Depository Trust Company, 7 Hanover Square - 22nd Floor, New York, New York
10004, telecopy: (212) 709-1264 or (212) 709-1263, or to any other address of
which any party shall have notified the others in writing as herein provided.
Any notice hereunder given by telephone, telecopy or letter shall be deemed to
be received when in the ordinary course of transmission or post, as the case may
be, it would be received.
6. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to conflicts of laws
principles thereof.
7. This Agreement may be executed by each of the parties hereto in any
number of counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all such counterparts shall
together constitute one and the same agreement.
4
<PAGE>
8. In the event of any conflict relating to the rights or obligations of
the Calculation Agent in connection with the calculation of the interest rate on
the Floating Rate Notes, the relevant terms of this Agreement shall govern such
rights and obligations.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
CASE CREDIT CORPORATION
By: /s/ Robert A. Wegner
-------------------------------
Title: Vice President and Chief
Financial Officer
THE BANK OF NEW YORK
By: /s/ Mary Lagumina
-------------------------------
Title: Assistant Vice President
6
<PAGE>
EXHIBIT 12
CASE CREDIT CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER
30,
-----------
1998 1997
----- -----
<S> <C> <C>
Net Income......................................................... $ 62 $ 62
Add:
Interest expense................................................. 103 72
Amortization of capitalized debt expense......................... 1 1
Portion of rentals representative of interest factor............. -- --
Income tax expense and other taxes on income..................... 34 29
Fixed charges of unconsolidated subsidiaries..................... -- --
----- -----
Earnings as defined............................................ $ 200 $ 164
===== =====
Interest expense................................................... $ 103 $ 72
Amortization of capitalized debt expense........................... 1 1
Portion of rentals representative of interest factor............... -- --
Fixed charges of unconsolidated subsidiaries....................... -- --
----- -----
Fixed charges as defined....................................... $ 104 $ 73
===== =====
Ratio of earnings to fixed charges................................. 1.92x 2.25x
===== =====
</TABLE>
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
The Company 10-Q and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 23
<SECURITIES> 0
<RECEIVABLES> 2,433
<ALLOWANCES> 22
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4
<DEPRECIATION> 2
<TOTAL-ASSETS> 3,034
<CURRENT-LIABILITIES> 0
<BONDS> 1,351
0
0
<COMMON> 0
<OTHER-SE> 411
<TOTAL-LIABILITY-AND-EQUITY> 3,034
<SALES> 0
<TOTAL-REVENUES> 264
<CGS> 0
<TOTAL-COSTS> 46
<OTHER-EXPENSES> 16
<LOSS-PROVISION> 3
<INTEREST-EXPENSE> 103
<INCOME-PRETAX> 96
<INCOME-TAX> 34
<INCOME-CONTINUING> 62
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 62
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
