<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 2000
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
CNH GLOBAL N.V.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CNH GLOBAL N.V.
(Translation of Registrant's name into English)
<TABLE>
<S> <C> <C>
KINGDOM OF THE NETHERLANDS 3531 NONE
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
------------------------
WORLD TRADE CENTER
TOWER B, 10TH FLOOR
AMSTERDAM AIRPORT, THE NETHERLANDS
(011-31-20) 446-0429
(Address and telephone number of Registrant's principal executive offices)
------------------------
ROBERTO MIOTTO
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CNH GLOBAL N.V.
GLOBAL MANAGEMENT OFFICES
100 SOUTH SAUNDERS ROAD
LAKE FOREST, ILLINOIS 60045
(847) 735-9200
(Name, address and telephone number of agent for service)
------------------------
with copies to
LINDA C. QUINN
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Shares, par value E0.45
per share........................ -- $-- $568,999,562 $150,216
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Rights to purchase Common
Shares......................... (2) (2) (2)
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</TABLE>
(1) Estimated solely for the purpose of determining the registration fee.
(2) No separate consideration will be received by CNH for the rights. The rights
are to be issued to existing shareholders.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
PROSPECTUS
[CNH LOGO]
CNH GLOBAL N.V.
-- COMMON SHARES
------------------------
We are offering rights to purchase a total of -- common shares of CNH
Global N.V. to existing shareholders of CNH other than Fiat Netherlands Holding
N.V., a wholly owned subsidiary of Fiat S.p.A. CNH is offering all of the common
shares to be sold in the rights offering.
Each existing holder of CNH common shares, other than Fiat Netherlands
Holding, will have a purchase right to subscribe for up to -- common shares at
the subscription price set forth below for each common share held of record by
that holder at the close of business on June 30, 2000. Fiat Netherlands Holding
has waived any right that it may have to participate in this rights offering.
Fiat currently owns 71.1% of the common shares of CNH through Fiat
Netherlands Holding. Fiat Netherlands Holding is purchasing an additional --
common shares at the price set forth below through a separate capital
contribution to CNH. Assuming that existing holders of common shares subscribe
for all of the common shares offered in this rights offering, Fiat would
maintain its existing 71.1% indirect ownership interest in CNH. This rights
offering is designed to allow all of the other current shareholders of CNH to
maintain their existing proportionate ownership interests in CNH.
CNH will have the option to cancel or suspend and recommence this rights
offering.
The common shares of CNH are listed on the New York Stock Exchange under
the symbol "CNH." Prior to this offering, the last reported sale price of the
common shares on the New York Stock Exchange on June 29, 2000 was $ per
share.
The rights offering will expire at 5:00 p.m., New York City time, on August
4, 2000.
SEE "RISK FACTORS" ON PAGE 4 TO READ ABOUT FACTORS YOU SHOULD CONSIDER
BEFORE SUBSCRIBING FOR THE COMMON SHARES.
------------------------
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER
REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------
PRICE $-- A COMMON SHARE
------------------------
<TABLE>
<CAPTION>
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PRICE TO PUBLIC PROCEEDS TO CNH(1)
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<S> <C> <C>
Per Share................................................... $ $
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Total....................................................... $568,999,562 $568,999,562
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</TABLE>
(1) Before deducting estimated expenses payable by CNH of $--.
------------------------
We expect to deliver the common shares against payment in New York, New
York on or about August 11, 2000.
PROSPECTUS DATED JUNE 30, 2000.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Where You Can Find More Information......................... 3
Risk Factors................................................ 4
CNH Global N.V.............................................. 7
Dividends................................................... 8
Capitalization.............................................. 10
The Rights Offering......................................... 11
Use of Proceeds............................................. 13
Description of Common Shares................................ 14
Share Certificates and Transfer............................. 17
Taxation.................................................... 18
Validity of Common Shares................................... 19
Experts..................................................... 19
Forward-Looking Statements.................................. 19
</TABLE>
2
<PAGE> 4
You should rely only on the information contained or incorporated by
reference in this prospectus. No one has been authorized to provide you with
different information.
The securities are not being offered in any jurisdiction where the offer is
not permitted.
You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the documents.
WHERE YOU CAN FIND MORE INFORMATION
We file annual reports and other information with the U.S. Securities and
Exchange Commission. You may read and copy any document we file at the SEC's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings also are available to you at the SEC's
web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents that are considered part of this prospectus.
Information that we file later with the SEC will automatically update and
supersede the previously filed information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this
offering has been completed.
- Annual Report on Form 20-F for the year ended December 31, 1999, which
we refer to as our "1999 20-F Report".
- Current Reports on Form 6-K dated April 19, 2000, May 3, 2000, May 4,
2000, May 15, 2000 and May 17, 2000.
You may request copies of these filings at no cost, by writing or
telephoning us at the following address or by accessing our web site at
http://www.cnhglobal.com.
CNH Global N.V.
Global Management Offices
100 South Saunders Road
Lake Forest, Illinois 60045
Attention: Roberto Miotto
Senior Vice President, General Counsel and Secretary
(847) 735-9200
3
<PAGE> 5
RISK FACTORS
An investment in CNH's common shares involves risk. Before you invest in
the common shares, you should consider carefully the risks described below,
together with all of the other information included in this prospectus. Any of
the factors described below, individually or in the aggregate, could have a
material adverse effect on CNH's business, financial condition, results of
operations or the price of its common shares.
CNH'S BUSINESS IS AFFECTED BY CYCLICAL ECONOMIC CONDITIONS AND OTHER FACTORS
BEYOND ITS CONTROL
CNH's business depends upon general activity levels in the agricultural and
construction industries. Historically, these industries have been highly
cyclical. CNH's equipment operations and financial services operations are
subject to many factors beyond their control, such as the credit quality,
availability and prevailing terms of credit for customers, adverse political and
economic developments in emerging markets, such as Brazil and the former Soviet
Union, the response of its competitors to adverse cyclical conditions and dealer
inventory management. In addition, CNH's operating profits are susceptible to a
number of industry-specific factors, including:
AGRICULTURAL EQUIPMENT INDUSTRY
- changes in farm income and farm land value;
- the level of worldwide farm output and demand for farm products;
- commodity prices;
- government agricultural policies and subsidies;
- limits on agricultural imports; and
- weather.
CONSTRUCTION EQUIPMENT INDUSTRY
- prevailing levels of construction, especially housing starts, and levels
of industrial production;
- public spending on infrastructure; and
- real estate values.
The nature of the agricultural equipment business is such that a downturn
in demand can occur suddenly, resulting in excess inventories and production
capacity. These downturns may be prolonged and may result in significant losses
during affected periods. Equipment manufacturers, including New Holland N.V. and
Case Corporation, have responded in the past by reducing production and
discounting product prices. These actions have resulted in restructuring charges
and lower earnings in past affected periods. In the event of future downturns,
additional restructuring may become necessary.
CNH MAY NOT FULLY ACHIEVE THE ANTICIPATED BENEFITS OF THE BUSINESS MERGER OF NEW
HOLLAND AND CASE
CNH combines the operations of New Holland and Case as a result of their
business merger on November 12, 1999. CNH's ability to achieve the anticipated
benefits of the merger of New Holland and Case, including the realization of
$500 million in expected annual operating synergies by 2003, depends on, among
other things, CNH's ability to integrate effectively the operations and
employees of New Holland and Case.
Other factors that may affect the success of the merger include:
- dealer acceptance of the combined operations and multi-branding
strategy;
- the impact of the merger on New Holland's and Case's pre-merger market
shares;
- the reconciliation of inconsistent terms in the respective pre-merger
joint venture agreements of New Holland and Case; and
- the timing of the synergies and other benefits expected to result from
the merger.
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<PAGE> 6
THE INDUSTRIES IN WHICH CNH OPERATES ARE HIGHLY COMPETITIVE
The agricultural equipment industry is highly competitive, particularly in
North America, Europe and Latin America. CNH competes primarily with:
- large global full-line suppliers, including Deere & Company and AGCO
Corporation;
- manufacturers focused on particular industry segments, including Kubota
Corporation, Caterpillar Inc. and various implement manufacturers;
- regional manufacturers in mature markets, including Claas KGa and SAME
Deutz-Fahr Group, which are expanding worldwide; and
- local, low-cost manufacturers in individual markets, particularly in
emerging markets such as Eastern Europe, India and China.
The construction equipment industry is highly competitive, particularly in
Western Europe, North America, South America and the Asia Pacific region. CNH
competes primarily with:
- two large global full-line suppliers, Caterpillar and Komatsu
Construction Equipment, which together account for approximately 40% of
the world industry;
- product specialists operating on a global basis, including Kobelco
Construction Equipment, Ingersoll-Rand Company, Hitachi Ltd.; and
- local and multi-regional manufacturers, such as Volvo Construction
Equipment Corporation, Deere and J.C. Bamford Excavators Ltd.
Banks, finance companies and other financial institutions compete with
CNH's financial services operations.
Some of CNH's competitors have greater financial, marketing and operating
resources than CNH.
AN OVERSUPPLY OF USED AND RENTAL EQUIPMENT MAY NEGATIVELY AFFECT CNH'S SALES
In recent years, short-term lease programs and commercial rental agencies
for agricultural and construction equipment have expanded significantly. As this
equipment comes off lease or is replaced with newer equipment by rental
agencies, there will be a significant increase in the availability of late-model
used equipment. An oversupply in used equipment could depress sales of new
equipment. CNH cannot predict how much an oversupply of used equipment would
affect demand for, and the market prices of, new and used equipment in the event
of a continued downturn in market demand. However, the effect of an oversupply
could be substantial.
FIAT CONTROLS CNH; CNH RELIES ON THE FIAT GROUP TO FINANCE OPERATIONS AND TO
SUPPLY ENGINES, COMPONENTS AND SERVICES
Fiat owns, indirectly through Fiat Netherlands Holding, approximately 71.1%
of CNH's outstanding common shares. Fiat Netherlands Holding is purchasing an
additional -- common shares at the price set forth on the cover page of this
prospectus through a separate capital contribution to CNH. If existing holders
of common shares do not subscribe for any common shares in this rights offering,
such holders will not maintain their existing proportionate ownership interests
in CNH, and Fiat Netherlands Holding will own approximately --% of CNH's common
shares. Assuming that existing holders of common shares subscribe for all of the
common shares offered in this rights offering, Fiat would maintain its existing
71.1% indirect ownership interest in CNH. As a result, Fiat will continue to
control all matters submitted to a vote of CNH's shareholders, including
approval of dividends, election and removal of its directors and approval of
extraordinary business transactions.
CNH relies on Fiat to provide either guarantees or funding in connection
with some of its external financing needs, including the short-term credit
facilities that CNH used to finance the merger. Fiat has stated that it intends
to maintain its existing treasury and debt financing arrangements with CNH for
as long as it maintains control of CNH and, in any event, at least until
December 31, 2003. After that time, Fiat has committed that it will not
terminate CNH's access to these financing arrangements without affording CNH an
5
<PAGE> 7
opportunity to develop suitable substitutes. The terms of any alternative
sources of financing may not be as favorable as those provided or facilitated by
Fiat.
CNH purchases some of its engines and other components from the Fiat Group,
and members of the Fiat Group provide cash management, legal, consulting and
other administrative services. In addition, CNH may from time to time enter into
hedging arrangements with counterparties that are members of the Fiat Group. If
these goods, services or financing arrangements were not available from Fiat,
CNH would have to obtain them from other sources. CNH can offer no assurance
that such alternative sources would provide goods, services and financing
arrangements on terms as favorable as those offered by Fiat.
CNH IS SUSCEPTIBLE TO CURRENCY EXCHANGE RATE FLUCTUATIONS AND INTEREST RATE
CHANGES
CNH is subject to currency exchange rate risk to the extent that its costs
are denominated in currencies other than those in which it earns revenues.
Similarly, changes in interest rates affect CNH's results of operations by
increasing or decreasing borrowing costs and finance income. In the first
quarter of 2000, rising interest rates and unfavorable currency exchange rate
fluctuations had an adverse impact on CNH's financial condition and results of
operations. CNH seeks to manage these risks, which arise in the ordinary course
of business, through the use of financial hedging instruments. Any default by
the counterparties to these transactions, including by affiliates of CNH, could
adversely affect CNH.
It is possible that, notwithstanding CNH's financial hedging transactions,
currency exchange rate or interest rate fluctuations may adversely affect CNH's
future results of operations, cash flow, financial condition or the price of its
common shares.
COMPLIANCE WITH ENVIRONMENTAL LAWS MAY INCREASE CNH'S COSTS
CNH's operations and products are subject to increasingly stringent
environmental laws and regulations in the countries in which it operates. Such
regulations govern, among other things, emissions into the air, discharges into
water, the use, handling and disposal of hazardous substances, waste disposal
and the remediation of soil and groundwater contamination. CNH regularly expends
significant resources to comply with regulations concerning the emissions levels
of its manufacturing facilities and the emissions levels of its equipment
products. In addition, CNH is currently conducting environmental investigations
or remedial activities at a number of its properties, including some facilities
recently added through mergers and acquisitions. CNH expects to make material
environmental and related capital expenditures in connection with reducing the
emissions of its existing facilities and its manufactured equipment in the
future. Based upon information currently available, CNH estimates potential
environmental remediation, decommissioning, restoration, monitoring and other
closure costs associated with current or formerly owned or operated facilities
to be between $65 million and $135 million. As of December 31, 1999, CNH had
established environmental reserves of approximately $80 million to address these
specific estimated potential liabilities.
LABOR MATTERS COULD IMPAIR CNH'S ABILITY TO ACHIEVE COST SAVINGS
Labor unions represent most of CNH's production and maintenance employees
worldwide. In Europe, CNH's employees are protected by various worker protection
laws which afford employees, through local and central works councils, rights of
consultation with respect to specific matters involving their employers'
business and operations, including the downsizing or closure of facilities and
employment terminations. These laws and the collective bargaining agreements to
which CNH is subject could impair its flexibility in streamlining existing
manufacturing facilities and in restructuring its combined businesses. The
combination of New Holland and Case may provide the labor unions representing
employees at some of CNH's facilities with opportunities to expand into
currently non-union facilities.
6
<PAGE> 8
CNH GLOBAL N.V.
GENERAL
CNH, a corporation organized under the laws of the Kingdom of The
Netherlands, is a leader in the agricultural equipment, construction equipment
and financial services industries. CNH is the largest manufacturer of
agricultural equipment in the world, the third largest manufacturer of
construction equipment and has one of the world's largest equipment finance
companies. CNH distributes its strong, globally recognized brands in over 160
markets through an extensive network of approximately 10,000 dealers and
distributors.
CNH has three business segments: Agricultural Equipment, Construction
Equipment and Financial Services. CNH's equipment operations manufacture, market
and distribute a full line of farm and construction equipment on a worldwide
basis. CNH is the largest global manufacturer of agricultural tractors and also
has leading positions in combines, hay and forage equipment and specialty
harvesting equipment. In construction equipment, CNH has leading positions in
excavators, crawler dozers, graders, wheel loaders, loader/backhoes, skid steer
loaders and trenchers. CNH also provides a complete range of replacement parts
and services to support its equipment.
CNH offers a broad array of financial services products, including retail
financing for the purchase or lease of new and used CNH and other manufacturers'
products and other retail financing programs. To facilitate the sale of its
products, CNH offers wholesale financing to dealers and rental equipment yards.
Wholesale financing consists primarily of floorplan financing and allows dealers
to maintain a representative inventory of products. CNH's retail financing
alternatives are intended to be competitive with financing available from third
parties.
For further information regarding CNH's business, see CNH's 1999 20-F
Report for the year ended December 31, 1999, which we have incorporated by
reference into this prospectus.
RECENT DEVELOPMENTS
On May 3, 2000, CNH reported a net loss, before goodwill and restructuring,
of $37 million, or $0.25 per share, for the first quarter of 2000. These results
were comparable to those of the first quarter of 1999, on a pro forma basis.
Including the impact of goodwill, CNH had a first quarter net loss before
restructuring of $54 million, or $0.36 per share, also comparable to that of the
first quarter of 1999, on a pro forma basis.
Revenues for the first quarter were $2.6 billion, comparable with the same
period last year, on a pro forma basis. Unfavorable currency exchange rate
fluctuations negatively impacted first quarter sales by $85 million compared to
the same period in 1999.
The first quarter net income reflected significant cost reductions achieved
through merger integration activities and ongoing cost initiatives. These
included lower research and development expenditures and lower selling, general
and administrative costs as compared to the prior year, on a pro forma basis. In
addition, improved price realization and somewhat higher production volume were
also positive factors in the quarter. These were offset by the impact of higher
interest rates for both the equipment and financial services businesses and a
$23 million pre-tax, or $0.10 per share, negative impact of currency exchange
rates attributed primarily to the Euro.
CNH expects rising interest rates and unfavorable currency exchange rate
fluctuations to reduce earnings in 2000 from CNH's prior expectations. However,
CNH anticipates that increased production and greater merger synergy savings
will result in stronger overall operating performance for the year, as compared
to 1999, on a pro forma basis. For the full year 2000, CNH now expects $150
million in synergy savings and at least $500 million by 2003.
Merger integration activities were ahead of plan during the first quarter
of 2000. A voluntary separation program was instituted in the period, and
consolidation of CNH's administrative and corporate functions
7
<PAGE> 9
continued. As a result, CNH has reduced its global headcount by 1,700 since
September 1999, excluding the effects of acquisitions and other factors.
CNH has been actively pursuing the divestiture of products and operations
that were agreed to with U.S. and European regulatory agencies as conditions of
the merger. In May 2000, CNH completed the sale of its interest in Hay and
Forage Industries (HFI) to AGCO Corporation, following approval by the U.S.
Department of Justice. Under the sale agreement, AGCO will continue to provide
Case IH-branded hay and forage products to the Case distribution network until
March 31, 2001, and will supply parts for those products under a long-term
agreement.
In addition, CNH reached an agreement with ARGO S.p.A. for the sale of the
New Holland facility in Breganze, Italy. CNH also reached an agreement with ARGO
for the sale of its large square baler line that is currently produced at its
Case facility in Neustadt, Germany. These agreements were approved by the
European Commission on May 11, 2000.
In February 2000, CNH completed the divestiture of the Austrian commercial
distribution rights of two of its compact tractor models to Lindner
Traktorenwerk GesmbH, an Austrian agricultural machinery maker. CNH will
continue to produce the tractors at its Case Steyr plant in St. Valentin,
Austria, and supply those tractors to Lindner. The agreement was approved by the
European Commission and has already been implemented.
First quarter retail unit sales of CNH construction equipment were up
worldwide with increases in all geographic markets compared to the combined
operations of the first quarter of 1999. In Latin America, retail sales were up
slightly on the strength of compact equipment sales. In North America and
Europe, CNH reported double-digit retail sales growth. CNH outperformed the
industry in each of its major regions around the world.
Retail unit sales of CNH agricultural equipment were lower in the first
quarter than from combined operations in the comparable period last year. Growth
in unit sales of tractors under 40 horsepower was more than offset by declines
in larger tractors and combines. However, the decline in CNH agricultural
equipment sales was less than that of the industry, and CNH increased its market
share in nearly every major market around the world.
CNH Capital, CNH's financial services unit, reported net income of $14
million for the first quarter of 2000, compared to $30 million in the same
period last year, on a pro forma basis. The decrease in net income is
attributable to lower margins on receivables and lower gains resulting from a
rising interest rate environment, as well as increased loss provisions.
CNH Capital's managed portfolio increased to $10.9 billion, up more than
10% as compared to the prior year period, on a combined basis. While CNH's
geographic expansion and diversification initiatives contributed to the
portfolio growth, sustained weakness in the farm economy continues to put
pressure on the large agricultural equipment segment of the business.
To support its growing portfolio, CNH Capital issued a $1.1 billion
asset-backed securitization in the first quarter of 2000, the largest such
transaction in CNH's history and the first to include both Case and New Holland
equipment receivables.
DIVIDENDS
On April 18, 2000, the board of directors of CNH recommended a dividend for
the year 1999 of $0.55 per share, payable on July 5, 2000 to shareholders of
record on June 21, 2000. Payment of the dividend is subject to approval at CNH's
annual general meeting of shareholders in Amsterdam, The Netherlands on June 7,
2000. CNH distributed cash dividends of $82 million, or $0.55 per share, in each
of 1999, 1998 and 1997. In 1995, CNH declared and paid a single, extraordinary
cash dividend of $125 million, or $0.84 per share, with respect to the 1995
fiscal year. CNH did not declare a dividend for 1996.
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<PAGE> 10
CNH's board of directors has discretion to determine whether to pay future
dividends and the amount of any dividend. CNH's shareholders must ratify these
determinations at their annual general meeting.
CNH's ability to pay cash dividends will depend upon many factors,
including CNH's competitive position, financial condition, earnings and capital
requirements. CNH is a holding company and depends on dividends and other
advances from its subsidiaries to fund cash dividends. The ability of CNH and
its operating subsidiaries to pay dividends depends on limitations under the
loans and other agreements to which they are a party, as well as limitations
imposed by the jurisdictions in which they operate, including any required
allocation of earnings to statutory reserves. As a result, the ability of these
subsidiaries to pay dividends may be limited. Accordingly, CNH cannot assure you
that dividends will be declared or paid.
Dividends from several of CNH's subsidiaries, including its U.S.
subsidiaries, are subject to withholding taxes that will reduce the amount of
such dividends available to CNH. Dividends paid by CNH to its shareholders are
subject to Dutch withholding tax at the current rate of 25%. The withholding tax
rate applicable to a shareholder who is not a resident of The Netherlands may be
lower as a result of an income tax convention between The Netherlands and the
shareholder's country of residence. See "Item 7. Taxation -- Netherlands
Taxation" in our 1999 20-F Report, which is incorporated by reference into this
prospectus.
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<PAGE> 11
CAPITALIZATION
The following table sets forth the capitalization of CNH as of March 31,
2000 (1) on an actual basis, (2) on a pro forma basis after giving effect to
Fiat Netherlands Holding's receipt of common shares in exchange for its $1.4
billion capital contribution on June 30, 2000 and assuming that no current
shareholders subscribe for rights in this rights offering and (3) on a pro forma
basis after giving effect to Fiat Netherlands Holding's receipt of common shares
in exchange for its $1.4 billion capital contribution on June 30, 2000 and
assuming that current shareholders subscribe for the entire amount of rights in
this rights offering.
<TABLE>
<CAPTION>
AS OF MARCH 31, 2000
-----------------------------------------
PRO FORMA PRO FORMA
ACTUAL AS ADJUSTED(A) AS ADJUSTED(B)
------- -------------- --------------
(unaudited)
(in millions, except share data)
<S> <C> <C> <C>
Cash and cash equivalents................................. $ 456 $ 456 $ 456
======= ======= ========
Debt:
Short-term debt, including current portion of long-term
debt................................................. 4,456 4,456 4,456
Long-term debt.......................................... 5,221 5,221 []
------- ------- --------
Total debt........................................... 9,677 9,677 []
Subordinated advance to capital........................... 1,400 -- --
Shareholders' equity:
Common shares, par value E0.45 per share, 444,444,460
shares authorized, 149,660,000 shares issued on an
actual basis and -- shares issued on a pro forma as
adjusted basis.......................................... 88 [] []
Paid-in capital......................................... 1,645 [] []
Retained earnings....................................... 191 191 191
Treasury stock, 150,000 shares, at cost................. (2) (2) (2)
Other shareholders' equity.............................. (316) (316) (316)
------- ------- --------
Total shareholders' equity........................... 1,606 3,006 []
------- ------- --------
Total capitalization............................ $12,683 $12,683 $ []
======= ======= ========
</TABLE>
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(a) Reflects Fiat Netherlands Holding's receipt of common shares in exchange for
its $1.4 billion capital contribution and assumes that no current
shareholders subscribe for common shares in this rights offering.
(b) Reflects Fiat Netherlands Holding's receipt of common shares in exchange for
its $1.4 billion capital contribution and assumes that current shareholders
subscribe for the entire amount of common shares in this rights offering.
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THE RIGHTS OFFERING
We are offering rights to purchase a total of -- common shares of CNH to
existing shareholders of CNH other than Fiat Netherlands Holding. The rights
offering is designed to allow all of the other current shareholders of CNH to
maintain their existing proportionate ownership interests in CNH. CNH is
offering all of the common shares to be sold in the rights offering.
Each existing holder of CNH common shares, other than Fiat Netherlands
Holding, will have a purchase right to subscribe for up to -- common shares at
the subscription price for each common share held of record by that holder at
the close of business on June 30, 2000. Fiat Netherlands Holding has waived any
right that it may have to participate in this rights offering.
Fiat currently owns 71.1% of the common shares of CNH through Fiat
Netherlands Holding. Fiat Netherlands Holding is purchasing an additional --
common shares at the price set forth on the cover page of this prospectus
through a separate capital contribution to CNH. Assuming that existing holders
of common shares subscribe for all of the common shares offered in this rights
offering, Fiat would maintain its existing 71.1% indirect ownership interest in
CNH.
CNH will have the option to cancel or suspend and recommence this rights
offering.
IMPORTANT DATES
The summary timetable set forth below lists certain important dates
relating to the exercise of rights:
<TABLE>
<S> <C>
RECORD DATE.................................... JUNE 30, 2000
SUBSCRIPTION PERIOD............................ JULY 3, 2000 TO AUGUST 4, 2000
EXPIRATION DATE................................ AUGUST 4, 2000
DELIVERY OF NEW COMMON SHARES.................. ON OR ABOUT AUGUST 11, 2000
</TABLE>
PURCHASE RIGHT
Each common share held on the record date will entitle the holder of that
share to a right to purchase up to -- new common shares at the subscription
price. Holders may purchase all or part of the common shares to which they are
entitled.
FRACTIONAL ENTITLEMENTS
CNH will not issue fractional common shares. The number of common shares to
which you are entitled will be rounded down to the nearest whole number.
Purchases will be accepted for whole common shares only. Otherwise, you may
elect to receive all or part of the common shares to which you are entitled at
your discretion.
SUBSCRIPTION AGENT
Morgan Guaranty Trust Company of New York, located in New York, New York,
is acting as subscription agent for the rights offering.
INFORMATION AGENT
Taylor Rafferty is acting as information agent for the rights offering. If
you have any questions about the rights offering or procedures to follow in
exercising your rights, please contact the information agent by telephone at
(212) 889-4350.
METHOD OF EXERCISING OF RIGHTS
During the subscription period, which runs from July 3, 2000 to August 4,
2000, you may exercise your rights by delivering a signed exercise form to the
subscription agent together with payment in full of the
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<PAGE> 13
subscription price for each common share purchased. The subscription agent may
refuse to accept any improperly completed or delivered or unexecuted exercise
form.
YOUR RIGHTS WILL LAPSE IF YOU DO NOT EXERCISE THEM AND MAKE PAYMENT IN FULL
BY THE DESIGNATED TIME ON THE EXPIRATION DATE.
The exercise of rights in the rights offering is irrevocable and may not be
canceled or modified.
If you are a beneficial owner of common shares and you wish to purchase
common shares in the rights offering, we advise you to contact the custodian or
broker through which you hold your shares to arrange for such purchase.
After 5:00 p.m. (New York City time) on the expiration date, any holder of
rights who has not submitted an exercise form and payment in full of the
subscription price for each common share purchased will be deemed to have
forfeited those rights to subscribe for common shares.
DETERMINATION OF SUBSCRIPTION PRICE
The board of directors of CNH has determined the subscription price per
common share by averaging the daily closing prices (after excluding the highest
and lowest prices) of CNH common shares on the New York Stock Exchange for the
20 trading days immediately preceding June 30, 2000.
METHODS OF PURCHASE AND PAYMENT
The subscription agent must receive payment in full of the subscription
price for each common share purchased pursuant to the rights together with the
exercise form. You should deliver your exercise forms and payment for your
common shares to the subscription agent at the following addresses:
<TABLE>
<S> <C>
By Mail: Morgan Guaranty Trust Company of New York
EquiServe Corporate Reorganization
P.O. Box 842007
Boston, MA 02284-2007
By Hand: Morgan Guaranty Trust Company of New York
c/o Securities Transfer & Reporting Services, Inc. (STARS)
100 William Street, Galleria
New York, NY 10038
By Overnight: Morgan Guaranty Trust Company of New York
c/o Colbent Management Corporate Reorganization
40 Campanelli Drive
Braintree, MA 02184
</TABLE>
Any payments to the subscription agent must be made in U.S. Dollars by money
order or check drawn on a bank located in the United States and must be payable
to Morgan Guaranty Trust Company of New York as subscription agent.
Holders of rights will choose the method of delivery of exercise forms and
payment of the subscription price to the subscription agent and will bear the
risk of such election. IF YOU SEND YOUR EXERCISE FORMS AND PAYMENTS BY MAIL, WE
URGE YOU TO USE REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT
REQUESTED, AND TO ALLOW A SUFFICIENT NUMBER OF DAYS TO ENSURE DELIVERY TO THE
SUBSCRIPTION AGENT AND CLEARANCE OF PAYMENT PRIOR TO THE EXPIRATION DATE. WE
STRONGLY URGE YOU TO PAY, OR ARRANGE FOR PAYMENT, BY MEANS OF A CERTIFIED OR
CASHIER'S CHECK OR MONEY ORDER. CNH will not consider any payment by check to
have been made until the check clears through the account of the subscription
agent.
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<PAGE> 14
TRADING OF RIGHTS
The rights are non-transferable and will not be listed separately on the
New York Stock Exchange. Unexercised rights held by any current CNH shareholder
will expire and may not be conveyed to another shareholder or to any other
person.
CANCELLATION OF THE RIGHTS OFFERING
CNH may cancel the rights offering or suspend and recommence it no more
than 90 days from the end of the subscription period, after which time CNH will
have to commence a new rights offering prior to offering the new common shares.
If CNH's board of directors decides to cancel or suspend and recommence the
rights offering, CNH will publish a notice on the Business Newswire.
DELIVERY OF COMMON SHARES
CNH will credit the common shares purchased by holders in the rights
offering through the registrar's book-entry system to each purchasing holder's
account at the registrar on or about August 11, 2000.
DILUTION
Upon completion of the rights offering, existing shareholders who do not
exercise their rights fully will own a smaller proportional interest in CNH than
they currently hold. CNH expects to issue -- common shares in the rights
offering, which, assuming no rights are exercised by current shareholders, would
result in a --% dilution of their equity ownership of CNH.
FEES AND EXPENSES
CNH has agreed to pay the fees and expenses of the subscription agent and
the information agent in connection with the rights offering, which it estimates
to be approximately $95,000.
GENERAL
CNH will determine all questions concerning the timeliness, validity, form
and eligibility of any purchase in the rights offering, and its determination
will be final and binding. CNH in its sole reasonable discretion may waive any
defect or irregularity, or permit a defect or irregularity to be corrected
within such time as it may determine, or reject the purported exercise of any
purchase right. Neither CNH nor the subscription agent will be under any duty to
give notification of any defect or irregularity in connection with the
submission of any such notice or will incur any liability for failure to give
such notification. However, liabilities under the U.S. federal securities laws
cannot be waived.
USE OF PROCEEDS
We will use the net proceeds from the rights offering, if any, after
deducting estimated expenses payable by CNH of $-- million, to repay a portion
of our outstanding debt. As of May 22, 2000, this debt had an average maturity
of 18 days and a weighted-average annual interest rate of 6.65%.
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<PAGE> 15
DESCRIPTION OF COMMON SHARES
The material provisions of our Articles of Association and particular
provisions of Dutch law relevant to CNH's statutory existence are summarized
below. This summary does not restate our Articles of Association or relevant
Dutch law in their entirety. While we believe that this summary contains all of
the information about the Articles of Association important to your decision to
subscribe for the common shares, it does not include all of the provisions that
you may feel are important. It is the Articles of Association, and not this
summary, that will define your rights as a holder of CNH's common shares.
AUTHORIZED CAPITAL
Our authorized share capital is E200,000,007, consisting of 444,444,460
common shares with a par value of E0.45 per share. We will issue common shares
only in registered form. We have appointed Morgan Guaranty Trust Company of New
York as our agent to maintain the share register relating to the common shares
and to act as transfer agent and registrar for the common shares.
DIVIDENDS
Our board of directors may establish reserves out of our annual profits at
a general meeting of shareholders. The holders of common shares have discretion
as to the use of that portion of our annual profits remaining after the board of
directors establishes these reserves. The board of directors may resolve at the
annual general meeting that we pay dividends out of our share premium account or
out of any other reserve available for shareholder distributions under Dutch
law. However, we may not pay dividends if the payment would reduce shareholders'
equity to an amount less than the aggregate share capital plus required
statutory reserves. The board of directors may resolve that we pay interim
dividends, but the payments are also subject to these statutory restrictions. If
a shareholder does not collect any cash dividend or other distribution within
six years after the date on which it became due and payable, the right to
receive the payment reverts to CNH.
At any general meeting of shareholders, our shareholders may declare
dividends in the form of cash (in U.S. dollars), common shares or a combination
of both.
SHAREHOLDER MEETINGS AND VOTING RIGHTS
Each shareholder has a right to attend general meetings of shareholders,
either in person or by proxy, and to exercise voting rights in accordance with
the provisions of our Articles of Association. We must hold at least one general
meeting of shareholders each year. This meeting must be convened at one of four
specified locations in The Netherlands within six months after the end of our
fiscal year. Our board of directors may convene additional general meetings as
often as it deems necessary, or upon the call of holders representing at least
10% of our outstanding common shares or other persons entitled to attend the
general meetings. Dutch law does not restrict the rights of holders of common
shares who do not reside in the Kingdom of The Netherlands to hold or vote their
common shares.
We will give notice of each meeting of shareholders by notice published in
at least one national daily newspaper distributed throughout The Netherlands and
in any other manner that we may be required to follow in order to comply with
applicable stock exchange requirements. In addition, we will notify registered
holders of the common shares by letter, cable, telex or telefax that we intend
to convene a meeting. We will give this notice no later than the fifteenth day
prior to the day of the meeting. The notice will include or be accompanied by an
agenda identifying the business to be considered at the meeting.
Each share is entitled to one vote. Unless otherwise required by our
Articles of Association or Dutch law, shareholders may validly adopt resolutions
at the general meeting by a majority vote. Except in circumstances specified in
the Articles of Association or provided under Dutch law, there is no quorum
requirement for the valid adoption of resolutions. In this prospectus,
references to actions by the shareholders refer to actions taken by resolution
or by the unanimous written consent of the shareholders.
We are exempt from the proxy rules under the U.S. Securities Exchange Act
of 1934.
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<PAGE> 16
BOARD OF DIRECTORS; ADOPTION OF ANNUAL ACCOUNTS
The shareholders elect the members of our board of directors at the annual
general meeting. The shareholders may also dismiss or suspend any member of the
board of directors at any time by the vote of a majority of the votes cast at a
general meeting.
Our board of directors must prepare our annual accounts and make them
available to the shareholders for inspection at our offices within five months
after the end of our fiscal year. Under some special circumstances, Dutch law
permits an extension of this period for up to six additional months by approval
of the shareholders at a general meeting. During this period, including any
extension, the board of directors must submit the annual accounts to the
shareholders for confirmation and adoption at a general meeting.
Under Dutch law, the board of directors must consider in the performance of
its duties the interests of CNH, its shareholders and its employees, in all
cases with reasonableness and fairness.
When our shareholders adopt the annual accounts prepared by the board of
directors, the members of the board of directors are discharged from potential
liability with respect to the exercise of their duties during the fiscal year
covered by the accounts. This discharge applies unless the shareholders
explicitly reserve this liability or unless a reservation of liability is
otherwise required under Dutch law. Examples of reservations of liability
required by Dutch law include: (1) liability of members of management boards and
supervisory boards upon the bankruptcy of a company; and (2) general principles
of reasonableness and fairness. Under Dutch law, a discharge of liability does
not extend to matters not properly disclosed to shareholders.
LIQUIDATION RIGHTS
In the event of our dissolution or liquidation, we will distribute the
assets remaining after payment of all debts and the liquidation of all expenses
to holders of our common shares in proportion to the par value of common shares
held. In the event of a liquidation, we will make no distribution with respect
to common shares that we hold.
ISSUE OF SHARES; PREFERENCE RIGHTS
Our board of directors has the power to issue common shares if and to the
extent that a general meeting of shareholders has designated the board to act as
the authorized body for this purpose. A designation of authority to the board of
directors to issue common shares remains effective for the period specified by
the general meeting and may be up to five years from the date of designation. A
general meeting of shareholders may renew this designation for additional
periods of up to five years. Without this designation, only the general meeting
of shareholders has the power to authorize the issuance of common shares. At a
general meeting of shareholders in October 1999, the shareholders authorized our
board of directors to issue common shares and/or rights to purchase common
shares for five years. At our general meeting of shareholders to be held in June
2000, CNH shareholders will be asked to authorize our board of directors to
issue common shares and/or rights to purchase common shares for five years
following the date of the meeting.
Our shareholders have a ratable preference right to subscribe for common
shares that we issue for cash unless a general meeting of shareholders, or its
designee, limits or eliminates this right. In addition, the right of our
shareholders in the United States to subscribe for common shares pursuant to
this preference right may be limited under some circumstances to a right to
receive approximately the market value of the right, if any, in cash. Our
shareholders have no ratable preference subscription right with respect to
common shares issued for consideration other than cash. If a general meeting of
shareholders delegates its authority to the board of directors for this purpose,
then the board of directors will have the power to limit or eliminate the
preference rights of shareholders. In the absence of this designation, the
general meeting of shareholders will have the power to limit or eliminate these
rights. Such a proposal requires the approval of at least two-thirds of the
votes cast by shareholders at a general meeting if less than half of the issued
share capital is represented at the meeting. Designations of authority to the
board of directors may remain in effect for up to five years and may be renewed
for additional periods of up to five years. At a general meeting of shareholders
in September 1996, New Holland Holdings (now Fiat Netherlands Holding)
authorized our board of directors to limit or
15
<PAGE> 17
eliminate the preference rights of shareholders for five years. As of the date
of this prospectus, our board of directors has not exercised this authority in
any way. At our general meeting of shareholders to be held in June 2000, CNH
shareholders will be asked to authorize our board of directors to limit or
eliminate the preference rights of shareholders for five years following the
date of the meeting.
These provisions apply equally to any issue by us of rights to subscribe
for common shares.
REPURCHASES OF SHARES
We may acquire common shares, subject to applicable provisions of Dutch law
and of our Articles of Association, to the extent:
- our shareholders' equity, less the amount to be paid for the common
shares to be acquired, exceeds the sum of (1) our share capital account
plus (2) any reserves required to be maintained by Dutch law; and
- after the acquisition of common shares, we and our subsidiaries would not
hold, or hold as pledgees, common shares having an aggregate par value
that exceeds 10% of our issued share capital account, as these amounts
would be calculated under generally accepted accounting principles in The
Netherlands.
Our board of directors may repurchase common shares only if our
shareholders have authorized the repurchases. Under Dutch law, an authorization
to repurchase common shares will remain in effect for a maximum of 18 months.
REDUCTION OF SHARE CAPITAL
At a general meeting of shareholders, our shareholders may vote to reduce
the issued share capital by canceling common shares held by us or by reducing
the par value of our common shares. In either case, this reduction would be
subject to applicable statutory provisions. Holders of at least two-thirds of
the votes cast must vote in favor of a resolution to reduce our issued share
capital if less than half of the issued share capital is present at the general
meeting in person or by proxy.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
A majority of the votes cast by holders of our common shares at a general
meeting must approve any resolution proposed by our board of directors to amend
the Articles of Association or to wind up CNH. Any such resolution proposed by
one or more shareholders must likewise be approved by a majority of the votes
cast at a general meeting of shareholders.
DISCLOSURE OF HOLDINGS
Under Dutch law regarding the disclosure of holdings in listed companies,
if our common shares are admitted to official quotation or listing on the
Amsterdam Stock Exchange or on any other stock exchange in the European economic
area, registered holders and some beneficial owners of our common shares must
promptly notify CNH and the Securities Board of The Netherlands if their
shareholding reaches, exceeds or thereafter falls below 5%, 10%, 25%, 50% or
66 2/3% of our outstanding common shares. For this purpose, shareholding
includes economic interests, voting rights or both. Failure to comply with this
requirement would constitute a criminal offense and could result in civil
sanctions, including the suspension of voting rights.
LIMITATIONS ON RIGHT TO HOLD OR VOTE SHARES
Our Articles of Association and relevant provisions of Dutch law do not
currently impose any limitations on the right of holders of common shares to
hold or vote their common shares.
LISTING
Our common shares are listed on the New York Stock Exchange under the
symbol "CNH."
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<PAGE> 18
SHARE CERTIFICATES AND TRANSFER
We will issue common shares only in registered form. We will maintain, or
cause our agent to maintain, the register of common shares in two parts. The
registrar will maintain at its principal office in New York that portion of our
share register relating to common shares held by public shareholders who are not
affiliates of Fiat. The registrar will act as transfer agent and registrar with
respect to those common shares. Our agent in The Netherlands will maintain the
part of the share register relating to our remaining common shares until such
time as those shares are held by public shareholders who are not affiliates of
Fiat.
Share certificates in the English language will evidence the common shares
offered in this offering. Shareholders may transfer their common shares on our
record books at the registrar's office. Shareholders may also exchange
certificates representing these shares for certificates representing shares in
other authorized denominations at the registrar's office.
Under Dutch law and our Articles of Association, any transfer of registered
common shares requires a written instrument of transfer and a written
acknowledgment of that transfer by CNH, or by the registrar acting in its name.
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<PAGE> 19
TAXATION
UNITED STATES TAXATION
The following is a summary of the principal U.S. federal income tax
consequences of the receipt, ownership and exercise or lapse of the rights. This
summary is based on the Internal Revenue Code of 1986, as amended (the "Code"),
existing and proposed Treasury regulations promulgated thereunder and
administrative and judicial interpretations thereof (all as of the date of this
prospectus and all of which are subject to change, possibly with retroactive
effect). Except as specifically set forth in this discussion, this summary deals
only with rights received by a U.S. holder (as defined below) and common shares
received with respect to the rights, each held as capital assets within the
meaning of Section 1221 of the Code. It does not discuss all of the tax
consequences that may be relevant to holders in light of their particular
circumstances or to holders subject to special rules, such as banks, insurance
companies, tax-exempt organizations, dealers in securities or foreign
currencies, or persons holding rights or common shares as part of a hedging
transaction, "straddle," conversion transaction or other integrated transaction.
This summary is not addressed to persons that own (actually or constructively)
10% or more of the combined voting power of all classes of the stock of CNH
entitled to vote. You should consult your own tax advisors with regard to the
application of U.S. federal income tax laws to your particular situation as well
as any tax consequences arising under the laws of any state, local or foreign
jurisdiction.
As used in this discussion, the term "U.S. holder" means a beneficial owner
of a right or common share that for U.S. federal income tax purposes is (1) a
citizen or individual resident of the United States, (2) a corporation or
partnership created in or organized under the laws of the United States or any
political subdivision of the United States, (3) an estate the income of which is
subject to U.S. federal income taxation regardless of its source or (4) a trust
if both (A) a court within the United States is able to exercise primary
supervision over the administration of the trust and (B) one or more United
States persons have the authority to control all substantial decisions of the
trust.
THE RIGHTS
The distribution of the rights to existing shareholders will not result in
taxable income to such holders and no gain or loss will be recognized by a U.S.
holder upon exercise or lapse of a right.
COMMON SHARES
The tax basis of the common shares received upon exercise of the rights
generally will be equal to the subscription price. The holding period of the
common shares received upon exercise of the rights generally will begin on the
exercise date of the rights and will not include the period during which the
rights were held.
For a complete description of the U.S. tax consequences of the purchase,
ownership, and disposition of CNH's common shares, see the description of U.S.
tax considerations contained in "Item 7. Taxation" of our 1999 20-F Report,
which is incorporated by reference into this prospectus.
THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME
TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER OF THE RIGHTS IN LIGHT OF
SUCH HOLDER'S PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATION. YOU SHOULD
CONSULT YOUR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES THAT WOULD
RESULT FROM YOUR OWNERSHIP AND EXERCISE OR LAPSE OF THE RIGHTS, INCLUDING THE
APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE
POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
THE NETHERLANDS TAXATION
For a complete description of The Netherlands tax consequences of the
purchase, ownership, and disposition of CNH's common shares, see the description
of The Netherlands tax considerations contained in "Item 7. Taxation" of our
1999 20-F Report, which is incorporated by reference into this prospectus.
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<PAGE> 20
VALIDITY OF COMMON SHARES
Nauta Dutilh, CNH's Dutch counsel, will pass upon the validity under Dutch
law of the common shares.
EXPERTS
The audited consolidated financial statements and schedules of CNH Global
N.V. for the year ended December 31, 1999 incorporated in this prospectus by
reference to the 1999 Annual Report on Form 20-F, except as they relate to Case
Corporation, a wholly owned subsidiary of CNH Global N.V., have been audited by
PricewaterhouseCoopers N.V., independent accountants, and, insofar as the
consolidated financial statements and schedules relate to Case Corporation, by
Arthur Andersen LLP, independent public accountants, whose report thereon is
also incorporated in this prospectus by reference to the 1999 Annual Report on
Form 20-F. Such financial statements have been so included in reliance on the
reports of such independent accountants given on the authority of such firms as
experts in auditing and accounting.
The consolidated financial statements of Case Corporation have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, which are included in the CNH Global N.V. 1999
Annual Report on Form 20-F and are incorporated by reference herein in reliance
upon the authority of said firm as experts in giving said reports.
FORWARD-LOOKING STATEMENTS
This prospectus includes "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact contained or incorporated by reference in this
prospectus, including statements regarding our competitive strengths, business
strategy, future financial position, budgets, projected costs and plans and
objectives of management, are forward-looking statements. These statements may
include terminology such as "may," "will," "expect," "should," "intend,"
"estimate," "anticipate," "believe," "continue," or similar terminology.
Our outlook is predominantly based on our interpretation of what we
consider key economic assumptions. Crop production and commodity prices are
strongly affected by weather and can fluctuate significantly. Housing starts and
other construction activity are sensitive to interest rates and government
spending. Some of the other significant factors for us include general economic
and capital market conditions, the cyclical nature of our business, currency
exchange rate movements, our hedging practices, our and our customers' access to
credit, political uncertainty and civil unrest in various areas of the world,
pricing, product initiatives and other actions taken by competitors, disruptions
in production capacity, excess inventory levels, the effect of changes in laws
and regulations (including government subsidies and international trade
regulations), the effect of conversion to the Euro, technological difficulties,
changes in environmental laws, and employee and labor relations. Additionally,
our achievement of the anticipated benefits of the merger of New Holland and
Case, including the realization of expected annual operating synergies, depends
upon, among other things, our ability to integrate effectively the operations
and employees of New Holland and Case, and to execute our multi-branding
strategy. Further information concerning factors that could significantly impact
expected results is included in the following sections of our 1999 20-F Report,
which is incorporated by reference into this prospectus: "Item 1. Description of
Business -- Business Strategy," "-- Employees," "-- Environmental Matters,"
"-- Seasonality and Production Schedules" and "-- Competition"; "Item 3. Legal
Proceedings"; and "Item 9. Management's Discussion and Analysis of Financial
Condition and Results of Operations."
We can give no assurance that the expectations reflected in our
forward-looking statements will prove to be correct. Our actual results could
differ materially from those anticipated in these forward-looking statements.
All written and oral forward-looking statements attributable to us are expressly
qualified in their entirety by the factors we disclose that could cause our
actual results to differ materially from our expectations. We undertake no
obligation to update or revise publicly any forward-looking statements.
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<PAGE> 21
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the offering described in this Registration Statement:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $150,216
New York Stock Exchange listing fee......................... *
Printing.................................................... *
Legal fees and expenses..................................... *
Accountants' fees and expenses.............................. *
Fees and expenses of registrar.............................. *
Miscellaneous expenses...................................... *
--------
Total.................................................. $ *
========
</TABLE>
---------------
* To be completed by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 16 of the Articles of Association of CNH provides that:
"The company shall indemnify any and all of its directors or officers or
former directors or officers or any person who may have served at its request as
a director or officer of another company in which it owns shares or of which it
is a creditor against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit or proceeding in which they, or
any of them, are made parties, or a party, by reason of being or having been
directors or officers or a former director or officer of the company, or of such
other company, except in relation to matters as to which any such director or
officer or former director or officer or person shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty. Such indemnification shall not be deemed exclusive of any
other rights to which those indemnified may be entitled otherwise."
Article 21 of the Articles of Association of CNH provides:
"The general meeting of shareholders shall adopt the annual accounts; this
adoption shall constitute a release from liability for the directors with
relation to all acts that appear from those documents or the result of which is
embodied therein, unless a provision has explicitly been made, and without
prejudice to what has been or will be provided therein by law."
In addition, at our general shareholders' meeting to be held in June 2000,
shareholders will be asked to approve a form of indemnification agreement for
directors and officers of CNH.
CNH has obtained directors' and officers' liability insurance, which,
subject to policy terms and limitations, includes coverage to reimburse CNH for
amounts that it may be required or permitted by law to pay its directors and
officers.
II-1
<PAGE> 22
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
4.1 Articles of Association of CNH Global N.V. (incorporated by
reference to Exhibit 3.1 of the 1999 CNH Global N.V. Report
on Form 20-F).
4.2 Specimen of Common Shares of CNH Global N.V.*
4.3 Registrar, Transfer Agency and Service Agreement between CNH
Global N.V. and Morgan Guaranty Trust Company of New York.*
5 Opinion of Nauta Dutilh as to the legality of the securities
registered hereunder.*
23.1 Consent of PricewaterhouseCoopers N.V.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Nauta Dutilh (included in Exhibit 5).
24 Powers of Attorney (included on the signature page to this
Registration Statement).
</TABLE>
---------------
* To be filed by amendment.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
SEC by the registrant pursuant to section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-2
<PAGE> 23
(b) The undersigned registrant hereby undertakes to supplement the
prospectus, after the expiration of the subscription period, and to set forth
the results of the subscription offer and the terms of any subsequent reoffering
of unsubscribed securities. If any public offering is to be made on terms
differing from those set forth on the cover page of the prospectus, a
post-effective amendment will be filed to set forth the terms of such offering.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 above, or otherwise,
the registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Amsterdam, The Netherlands on the 7th day of June, 2000.
CNH GLOBAL N.V.
By: /s/ THEODORE R. FRENCH
-----------------------------------
Name: Theodore R. French
Title:President, Financial Services
and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Jean-Pierre Rosso, Theodore R. French and Roberto Miotto, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, with full power
of substitution and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement as well as
any related registration statement (or amendment thereto) filed pursuant to Rule
462(b) promulgated under the Securities Act, and to file the same, with all
exhibits thereto, and any and all documents in connection therewith, with the
SEC, and hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ JEAN-PIERRE ROSSO Director and Chairman and Chief June 7, 2000
-------------------------------------- Executive Office(Principal Executive
Jean-Pierre Rosso Officer)
/s/ UMBERTO QUADRINO Director and Co-Chairman June 7, 2000
--------------------------------------
Umberto Quadrino
/s/ THEODORE R. FRENCH President, Financial Services and Chief June 7, 2000
-------------------------------------- Financial Officer (Principal Financial
Theodore R. French Officer)
/s/ DAVID PEGG Senior Vice President and Controller June 7, 2000
-------------------------------------- (Principal Accounting Officer)
David Pegg
</TABLE>
II-4
<PAGE> 25
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ PAOLO CANTARELLA Director June 7, 2000
--------------------------------------
Paolo Cantarella
/s/ PEI-YUAN CHIA Director June 7, 2000
--------------------------------------
Pei-yuan Chia
/s/ DAMIEN CLERMONT Director June 7, 2000
--------------------------------------
Damien Clermont
/s/ ALFREDO DIANA Director June 7, 2000
--------------------------------------
Alfredo Diana
/s/ KATHERINE M. HUDSON Director June 7, 2000
--------------------------------------
Katherine M. Hudson
/s/ KENNETH LIPPER Director June 7, 2000
--------------------------------------
Kenneth Lipper
/s/ JAMES L.C. PROVAN Director June 7, 2000
--------------------------------------
James L.C. Provan
</TABLE>
II-5
<PAGE> 26
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
4.1 Articles of Association of CNH Global N.V. (incorporated by
reference to Exhibit 3.1 of the 1999 CNH Global N.V. Report
on Form 20-F).
4.2 Specimen of Common Shares of CNH Global N.V.*
4.3 Registrar, Transfer Agency and Service Agreement between CNH
Global N.V. and Morgan Guaranty Trust Company of New York.*
5 Opinion of Nauta Dutilh as to the legality of the securities
registered hereunder.*
23.1 Consent of PricewaterhouseCoopers N.V.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Nauta Dutilh (included in Exhibit 5).
24 Powers of Attorney (included on the signature page to this
Registration Statement).
</TABLE>
---------------
* To be filed by amendment.
