CASE CREDIT CORP
8-K, 1999-08-19
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM 8-K

                            Current Report Pursuant
                         to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported) August 17, 1999
                                                 ---------------


                            CASE CREDIT CORPORATION
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             (Exact Name of Registrant as Specified in its Charter)



                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)



            33-80775-01                           76-0394710
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      (Commission File Number)         (I.R.S. Employer Identification No.)


   233 Lake Avenue, Racine, Wisconsin                                  53403
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(Address of Principal Executive Offices)                             (Zip Code)


                                 (414) 636-6011
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              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
- -------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

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Item 5.   Other Events.


     On August 17, 1999, Case Corporation issued the press release included as
Exhibit 99 to this report and incorporated by reference herein announcing the
approval by its stockholders of the agreement and plan of merger, dated as of
May 15, 1999, by and among Case Corporation, Fiat S.p.A., New Holland N.V., and
Fiat Acquisition Corporation, and the transactions contemplated by that
agreement. The financial services business of Case Corporation is provided
through Case Capital Corporation, including its wholly owned subsidiary, Case
Credit Corporation, and their subsidiaries and joint ventures (collectively,
"Case Capital").

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

     (c)  Exhibits.


  Exhibit
    No.      Document Description
  -------    --------------------
  99         Press Release of Case Corporation dated August 17, 1999.

                                                                 Form 8-K page 2
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                                   SIGNATURES

     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 hereunto duly authorized.


                                        CASE CREDIT CORPORATION


                                           /s/ Kevin J. Hallagan
Dated: August 18, 1999                  By:________________________
                                        Kevin J. Hallagan
                                        Vice President and Secretary

                                                                 Form 8-K page 3
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                               INDEX TO EXHIBITS



Exhibit
   No.    Document Description
- ----------------------------------------------------------------------------

99        Press release dated August 17, 1999 of Case Corporation.

                                                                 Form 8-K page 4

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                                   EXHIBIT 99
                                 PRESS RELEASE


For Immediate Release
William B. Masterson
(414) 636-5793


               CASE CORPORATION SHAREHOLDERS APPROVE MERGER WITH
                                  NEW HOLLAND

Racine, Wisconsin (August 17, 1999)--Shareholders of Case Corporation (NYSE:CSE)
approved the company's proposed merger with New Holland N.V. (NYSE:NH) at a
special shareholders' meeting held today in Racine, Wisconsin.  Approximately 99
percent of shareholders present and voting approved the merger.  The number of
shares voting for the merger represents approximately 71 percent of the total
number of shares outstanding and entitled to vote.

The proposed merger between Case and New Holland was announced on May 17, 1999,
and is expected to close in the fourth quarter of this year pending regulatory
approval.  Under the terms of the merger agreement, Case shareholders will
receive $55 per share in cash.

"Together, Case and New Holland will create a $12 billion company that will
reach more farm and construction equipment customers that any other company in
the world," Jean-Pierre Rosso, Case chairman and chief executive officer, told
shareholders.  "The merged company will have the size and scope to benefit
customers, employees, shareholders and other partners in ways that would be
beyond the reach of either company alone."

Rosso will serve as chairman and chief executive officer of the merged company.

Case's and New Holland's product line strength, geographic sales distribution
and business mix are highly complementary.  The brands of both companies and the
respective distribution networks will be maintained following the merger.

Case Corporation is a leading worldwide designer, manufacturer and distributor
of agricultural and construction equipment, and offers a broad array of
financial products and services. Headquartered in Racine, Wisconsin, Case had
1998 revenues of $6.1 billion and sells its products in 150 countries through a
network of approximately 4,900 independent dealers.


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