<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 333-04963
---------------------------------
CASE CORPORATION RETIREMENT SAVINGS PLAN:
PROFIT SHARING PLAN
(Full Title of the Plan)
CASE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 76-0433811
(State of Incorporation) (I.R.S. Employer Identification Number)
700 STATE STREET
RACINE, WISCONSIN 53404
414-636-6011
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
================================================================================
<PAGE>
Item 1. Financial Statements and Exhibits
---------------------------------
Listed below are the financial statements and exhibits filed as a
part of this annual report:
(a) Financial Statements-
(i) Report of Independent Public Accountants
(ii) Statements of Net Assets Available for Plan Benefits:
As of December 31, 1995 and 1994
(iii) Statement of Changes in Net Assets Available for Plan
Benefits:
For the Year Ended December 31, 1995
(iv) Notes to Financial Statements
(v) Supplemental Schedule:
Assets Held for Investment Purposes
(b) Exhibit-
(i) Exhibit 1 - Consent of Independent Public Accountants
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
CASE CORPORATION
RETIREMENT SAVINGS PLAN:
PROFIT SHARING PLAN
By MARC J. CASTOR
-----------------------------------------
Marc J. Castor
Vice President, Human Resources
Date: June 27, 1996
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN:
-----------------------------------------
PROFIT SHARING PLAN
-------------------
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND 1994
-----------------------------------------------------
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------------------
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrator of the
Case Corporation Retirement Savings Plan:
Profit Sharing Plan
We have audited the accompanying statements of net assets available for plan
benefits of THE CASE CORPORATION RETIREMENT SAVINGS PLAN: PROFIT SHARING PLAN
as of December 31, 1995 and 1994 and the related statement of changes in net
assets available for plan benefits, with fund information, for the year ended
December 31, 1995. These financial statements and the supplemental schedule
referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
supplemental schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1995 and 1994 and the changes in its net assets available for
plan benefits, with fund information, for the year ended December 31, 1995 in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the Plan's
basic financial statements taken as a whole. The supplemental schedule, as
listed in the accompanying table of contents, is presented for purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net assets
available for plan benefits and the statement of changes in net assets available
for plan benefits is presented for purposes of additional analysis rather than
to present the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedule and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements, and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
June 14, 1996
<PAGE>
TABLE 1
CASE CORPORATION
----------------
RETIREMENT SAVINGS PLAN: PROFIT SHARING PLAN
---------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1995
-----------------------
<TABLE>
<CAPTION>
------------------------------------------------------------------
Northern Trust BZW BZW
Collective Barclays Capital Barclays
Short-Term U.S. Debt Guardian U.S. Equity Index
Investment Fund Index Fund Balanced Fund Fund
----------------- ------------ --------------- --------------
<S> <C> <C> <C> <C>
ASSETS
------
Investment in Case Corporation
Retirement Savings Plan Trust
at Fair Market Value
(cost of 274,826,463) $100,578,082 $6,142,259 $16,727,600 $15,531,190
Loans to Participants - - - -
Employer's Contribution Receivable 2,497,916 180,480 479,428 555,880
Investment Income Receivable 439,479 - - -
------------ ----------- ----------- -----------
Total Assets 103,515,477 6,322,739 17,207,028 16,087,070
LIABILITIES
-----------
Accounts Payable 10,186 806 543 1,682
----------- -------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $103,505,291 $6,321,933 $17,206,485 $16,085,388
============ ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
TABLE 1 (CONT.)
<TABLE>
<CAPTION>
Participant Directed
- -----------------------------------------------------------------------------------------------------------
Neuberger & Capital Guardian Metropolitan
Berman Putnam OTC U.S. Small Life Group
Manhattan Emerging Capitalization Annuity
Trust Growth Fund Fund Contracts
----------- ------------- ------------------ --------------
<S> <C> <C> <C> <C>
ASSETS
------
Investment in Case Corporation
Retirement Savings Plan Trust
at Fair Market Value
(cost of $274,826,463) $ 9,938,121 $42,412,359 $5,783,290 $14,111,622
Loans to Participants - - - -
Employer's Contribution Receivable 342,717 1,553,353 207,087 79,736
Investment Income Receivable 344,744 4,771,293 - -
----------- ----------- ----------- -----------
Total Assets 10,625,582 48,737,005 5,990,377 14,191,358
LIABILITIES
-----------
Accounts Payable 426 1,126 334 -
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $10,625,156 $48,735,879 $ 5,990,043 $14,191,358
=========== =========== =========== ===========
</TABLE>
<PAGE>
TABLE 1 (END)
<TABLE>
<CAPTION>
Non-Participant
Directed
- --------------------------------------------------- -------------------------------
Participant
Case Stock Tenneco Stock Loans &
Fund Fund Other Total
---------- --------------- ------------- --------------
ASSETS
------
<S> <C> <C> <C> <C>
Investment in Case Corporation
Retirement Savings Plan Trust
at Fair Market Value
(cost of $274,826,463) $ 26,062,748 $ 71,542,698 $ 151,023 $ 308,980,992
Loans to Participants - - 6,065,804 6,065,804
Employer's Contribution Receivable 54,267 - - 5,950,864
Investment Income Receivable 29,885 3,083 1,396 5,589,880
------------- --------------- ------------- --------------
Total Assets 26,146,900 71,545,781 6,218,223 326,587,540
LIABILITIES
-----------
Accounts Payable 3,513 3,066 128,386 150,068
------------- --------------- ------------- --------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 26,143,387 $ 71,542,715 $ 6,089,837 $ 326,437,472
============= =============== ============= ==============
</TABLE>
<PAGE>
TABLE 2
CASE CORPORATION
----------------
RETIREMENT SAVINGS PLAN: PROFIT SHARING PLAN
---------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1994
-----------------------
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------
Northern Trust
Collective Wells Fargo Capital Wells Fargo
Short-Term U.S. Debt Guardian U.S. Equity Index
Investment Fund Index Fund Balanced Fund Fund
--------------- ------------- --------------- ------------
ASSETS
------
<S> <C> <C> <C> <C>
Investments, at Fair Market Value
(cost of $235,551,021)
Common Stock $ - $ 4,085,195 $ 10,121,035 $ 6,161,174
Short-Term Investments 106,640,514 - - -
Mortgages, Notes and Contracts 3,028,986 - - -
Loans to Participants - - - -
----------------- ------------- --------------- --------------
Total Investments 109,669,500 4,085,195 10,121,035 6,161,174
----------------- ------------- --------------- --------------
Employer's Contribution Receivable 2,222,086 129,343 265,780 270,995
Participants' Contribution Receivable 237,328 14,182 30,578 29,900
Dividends and Interest Receivable 471,328 - - -
----------------- ------------- --------------- --------------
2,930,742 143,525 296,358 300,895
----------------- ------------- --------------- --------------
Total Assets 112,600,242 4,228,720 10,417,393 6,462,069
LIABILITIES
-----------
Accounts Payable - 681 508 888
----------------- ------------- --------------- --------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 112,600,242 $ 4,228,039 $ 10,416,885 $ 6,461,181
================= ============= =============== ==============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
<TABLE>
<CAPTION>
TABLE 2 (CONT.)
- ---------------------------------------------------------------------------------------------
Neuberger & Capital Guardian
Berman Putnam OTC U.S. Small
Manhattan Emerging Capitalization
Trust Growth Fund Fund
----------- ----------- -----------------
ASSETS
------
<S> <C> <C> <C>
Investments, at Fair Market Value
(cost of $235,551,021)
Common Stock $ 2,792,179 $ 21,721,522 $ 2,208,258
Short-Term Investments - - -
Mortgages, Notes and Contracts - - -
Loans to Participants - - -
------------- ------------- ------------------
Total Investments 2,792,179 21,721,522 2,208,258
------------- ------------- ------------------
Employer's Contribution Receivable 115,377 783,257 86,333
Participants' Contribution Receivable 12,080 86,462 9,109
Dividends and Interest Receivable - - -
------------- ------------- ------------------
127,457 869,719 95,442
------------- ------------- ------------------
Total Assets 2,919,636 22,591,241 2,303,700
LIABILITIES
-----------
Accounts Payable 372 766 300
------------- ------------- ------------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 2,919,264 $ 22,590,475 $ 2,303,400
============= ============= ==================
</TABLE>
<PAGE>
TABLE 2 (END)
<TABLE>
<CAPTION>
Non-Participant
Directed
------------------------------------------
Participant
Case Stock Tenneco Loans &
Fund Stock Fund Other Total
---------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
ASSETS
- ------
Investments, at Fair Market Value
(cost of $235,551,021)
Common Stock $ 4,791,340 $ 64,267,778 $ - $ 116,148,481
Short-Term Investments 208,663 1,045,697 100,962 107,995,836
Mortgages, Notes and Contracts - - - 3,028,986
Loans to Participants - - 5,076,898 5,076,898
------------ ------------- ------------- --------------
Total Investments 5,000,003 65,313,475 5,177,860 232,250,201
------------ ------------- ------------- --------------
Employer's Contribution Receivable 416,691 - - 4,289,862
Participants' Contributions Receivable - - - 419,639
Dividends and Interest Receivable 12,042 835 - 484,205
------------ ------------- ------------- --------------
428,733 835 - 5,193,706
------------ ------------- ------------- --------------
Total Assets 5,428,736 65,314,310 5,177,860 237,443,907
LIABILITIES
-----------
Accounts Payable 1,654 - 77,535 82,704
------------ ------------- ------------- --------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 5,427,082 $ 65,314,310 $ 5,100,325 $ 237,361,203
============ ============= ============= ==============
</TABLE>
<PAGE>
TABLE 3
CASE CORPORATION
----------------
RETIREMENT SAVINGS PLAN: PROFIT SHARING PLAN
---------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
<TABLE>
<CAPTION>
-------------------------------------------------------------------
Northern Trust BZW BZW
Collective Barclays Capital Barclays
Short-Term U.S. Debt Guardian U.S. Equity Index
Investment Fund Index Fund Balanced Fund Fund
--------------- ------------ --------------- --------------
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
<S> <C> <C> <C> <C>
Net Investment Appreciation
in the Case Corporation
Retirement Savings Plan Trust $ 6,247,692 $ 857,898 $ 3,215,616 $ 3,240,038
Contributions
Employer's Contributions 2,495,419 180,461 479,646 555,865
Participants' Contributions 5,555,424 433,615 1,095,374 1,217,344
Transfers From Other Plans 1,034,950 - 41,080 349
-------------- ----------- -------------- -------------
9,085,793 614,076 1,616,100 1,773,558
-------------- ----------- -------------- -------------
Total Additions 15,333,485 1,471,974 4,831,716 5,013,596
-------------- ----------- -------------- -------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits Paid to Participants 11,626,387 99,887 467,235 306,863
Administrative Expenses 153,475 9,554 6,773 15,090
-------------- ----------- -------------- -------------
Total Deductions 11,779,862 109,441 474,008 321,953
-------------- ----------- -------------- -------------
Net Increase 3,553,623 1,362,533 4,357,708 4,691,643
TRANSFERS BETWEEN FUNDS (12,648,574) 731,361 2,431,892 4,932,564
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Beginning of Year 112,600,242 4,228,039 10,416,885 6,461,181
-------------- ----------- -------------- -------------
End of Year $ 103,505,291 $ 6,321,933 $ 17,206,485 $ 16,085,388
============== =========== ============== =============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
<TABLE> TABLE 3 (CONT.)
<CAPTION>
Participant Directed
- ----------------------------------------------------------------------------------------------------------
Neuberger & Capital Guardian Metropolitan
Berman Putnam OTC U.S. Small Life Group
Manhattan Emerging Capitalization Annuity
Trust Growth Fund Fund Contracts
----------- ------------- ---------------- --------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Net Investment Appreciation
in the Case Corporation
Retirement Savings Plan Trust $ 1,229,873 $ 14,261,220 $ 827,763 $ 520,768
Contributions
Employer's Contributions 342,959 1,552,755 207,087 79,736
Participants' Contributions 688,050 3,023,497 452,829 849,660
Transfers From Other Plans - 24,628 - 14,796,056
------------- ------------- ------------------ --------------
1,031,009 4,600,880 659,916 15,725,452
------------- ------------- ------------------ --------------
Total Additions 2,260,882 18,862,100 1,487,679 16,246,220
------------- ------------- ------------------ --------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits Paid to Participants 48,336 1,136,146 29,019 253,732
Administrative Expenses 4,668 11,989 3,974 -
------------- ------------- ------------------ --------------
Total Deductions 53,004 1,148,135 32,993 253,732
------------- ------------- ------------------ --------------
Net Increase 2,207,878 17,713,965 1,454,686 15,992,488
TRANSFERS BETWEEN FUNDS 5,498,014 8,431,439 2,231,957 (1,801,130)
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Beginning of Year 2,919,264 22,590,475 2,303,400 -
------------- ------------- ------------------ --------------
End of Year $ 10,625,156 $ 48,735,879 $ 5,990,043 $ 14,191,358
============= ============= ================== ==============
</TABLE>
<PAGE>
TABLE 3 (END)
<TABLE>
<CAPTION>
Non-Participant
Directed
---------- --------------------------------
Participant
Case Stock Tenneco Stock Loans &
Fund Fund Other Total
---------- --------------- ------------- --------------
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
<S> <C> <C> <C> <C>
Net Investment Appreciation
in the Case Corporation
Retirement Savings Plan Trust $11,005,000 $13,234,122 $481,405 $55,121,400
Contributions
Employer's Contributions 10,822,532 - - 16,716,460
Participants' Contributions 12,573 - - 13,328,366
Transfers From Other Plans - 6,897,017 76,027 22,870,107
------------- --------------- ------------- --------------
10,835,105 6,897,017 76,027 52,914,933
------------- --------------- ------------- --------------
Total Additions 21,840,110 20,131,139 557,432 108,036,333
------------- --------------- ------------- --------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits Paid to Participants 367,012 4,111,214 228,734 18,674,565
Administrative Expenses 33,315 46,661 - 285,499
------------- --------------- ------------- --------------
Total Deductions 400,327 4,157,875 228,734 18,960,064
------------- --------------- ------------- --------------
Net Increase 21,439,783 15,973,264 328,698 89,076,269
TRANSFERS BETWEEN FUNDS (723,478) (9,744,859) 660,814 -
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Beginning of Year 5,427,082 65,314,310 5,100,325 237,361,203
------------- --------------- ------------- --------------
End of Year $ 26,143,387 $ 71,542,715 $ 6,089,837 $ 326,437,472
============= =============== ============= ==============
</TABLE>
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN: PROFIT SHARING PLAN
--------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1995 AND 1994
--------------------------
1. DESCRIPTION OF THE PLAN-
------------------------
The following description of the Case Corporation (the "Company") Retirement
Savings Plan: Profit Sharing Plan (the "Plan") provides only general
information. Participants should refer to the Plan Agreement for a more
complete description of the Plan's provisions.
a. General
-------
The Plan is a defined contribution plan covering all employees of the
Company who have completed one year of qualified service and are neither
leased employees nor represented by a collective bargaining unit (unless
the collective bargaining agreement stipulates participation). The Plan
was established on July 1, 1994, and complies with Sections 401(a),
401(k) and 401(m) of the Internal Revenue Code. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
b. Contributions
-------------
The following is a brief description of the contributions applicable to
various segments of participants:
<TABLE>
<CAPTION>
Participant Company
------------------------------- -------------------------
<S> <C> <C>
Salaried (excluding sales Ranges from 0% to 100% match of
representatives at a maximum of 8% participant contributions
Company-owned stores) of eligible compensation
Salaried (all) Discretionary profit
sharing ranging from
0 to 8% of eligible
compensation
Wichita Plant Ranges from 0% to a maxi- 100% match of participant
mum of 8% of eligible contributions to a maximum
compensation of 7% of eligible
compensation
Steiger Plant Ranges from 0% to None
a maximum of 20% of
eligible compensation
United Auto Ranges from 0% to a Negotiated cents per
Workers maximum of 20% of hour factor times
(UAW) eligible compensation annual hours worked
</TABLE>
<PAGE>
The Company's matching contribution is made in the form of Case
Corporation stock. Under the Plan, the Company's discretionary profit
sharing contribution is allocated to the same investment options as the
participant directed contributions. For 1995, the Company profit sharing
contribution was $5,579,364, or 3.5% of participant's base salary. For
1994, the profit sharing contribution was $3,873,171, or 6% of
participant's base salary for the six-month period. The benefits
applicable to UAW participants was added with the merger of the Case
Corporation Guaranteed Sharing Benefits and Tax Deferred Savings Plan
during 1995. The applicable cents per hour factor relevant to UAW
participants was $.36 for the plan year beginning January 1, 1995. Tax
deferred savings contributions are limited to $9,240 in 1995, subject to
any adjustment made in accordance with Section 402 of the Internal
Revenue Code.
c. Vesting
-------
Participants are immediately vested in their contributions plus actual
earnings thereon. Participants employed by the Company as of June 30,
1994 are 100% vested in the Company's matching and discretionary
contributions and the related earnings thereon. Salaried participants
hired subsequent to that date and Wichita plant participants are fully
vested in the Company's contributions after five or more years of
service. A UAW participant's interest in his account is fully vested and
non-forfeitable at all times.
d. Investment Options
------------------
Participants may direct their tax deferred savings contributions and
Company discretionary contributions in any one or more of eight
investment options:
1. NORTHERN TRUST COLLECTIVE SHORT-TERM INVESTMENT FUND
This fund invests in a portfolio of high-grade money market
instruments with short maturities, as well as a guaranteed investment
contract with an insurance company.
2. BZW BARCLAYS U.S. DEBT INDEX FUND (FORMERLY WELLS FARGO U.S. DEBT
INDEX FUND)
This fund is composed primarily of U.S. government and corporate
bonds, and also includes asset-backed securities and high quality
mortgage pass-throughs.
3. CAPITAL GUARDIAN U.S. BALANCED FUND
This fund invests in U.S. stocks and bonds.
4. BZW BARCLAYS EQUITY INDEX FUND (FORMERLY WELLS FARGO EQUITY INDEX
FUND)
This fund invests in a broad range of U.S. common stocks.
5. NEUBERGER & BERMAN MANHATTAN TRUST
This fund is composed primarily of common stocks and securities
convertible into or exchangeable for common stock. Preferred stocks
and debt securities may also be held.
<PAGE>
6. PUTNAM OTC EMERGING GROWTH FUND
This fund invests in common stocks of small- to medium-sized emerging-
growth companies traded in the over-the-counter (OTC) market. The
fund may invest up to 20% of its assets in international securities.
7. CAPITAL GUARDIAN U.S. SMALL CAPITALIZATION FUND
This fund is invested primarily in equity securities of companies with
capital between $50 and $750 million at time of purchase.
8. CASE STOCK FUND
This fund consists almost solely of Case Corporation common stock.
Effective November 1, 1995, participants were able to elect this fund
as an investment option.
All Company matching contributions are invested in the Case Stock Fund.
Two additional investment funds exist, however, not all participants may
direct their contributions into these options. No new contributions may
be directed to the Tenneco Stock Fund, which consists of Tenneco Inc.
common stock and short-term investments which were transferred to this
Plan from a predecessor plan in 1994. The Metropolitan Life Insurance
Group Annuity Contracts Fund, which consists of guaranteed investment
contracts, is available only to employees represented by a collective
bargaining unit. Such employees were previously covered by the Case
Corporation Guaranteed Sharing Benefits and Tax Deferred Savings Plan or
the Steiger Tractor, Inc. Bargaining Unit Employees' Savings Plan, as
applicable, prior to asset transfers related to mergers described in Note
2.
e. Loans to Participants
---------------------
Participants may borrow from their accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50 percent of their vested
account balance. Loan terms range from one to five years, or up to 15
years for the purchase of a primary residence. The loans are secured by
the balance of the participant's account and bear interest at market
rates as determined by the Plan administrator.
f. Payment of Benefits
-------------------
On termination of service, a participant may receive the value of the
vested interest in his or her account under a variety of payment options.
Participants may elect to have the portion of their accounts invested in
the Case Stock Fund or the Tenneco Stock Fund distributed in either stock
or cash.
g. Forfeitures
-----------
Forfeited nonvested accounts will be used to reduce future Company
contributions. At December 31, 1995 and 1994, forfeited nonvested
accounts totaled $0.
<PAGE>
2. TRANSFER OF ASSETS-
-------------------
Effective July 1, 1995, the Case Corporation Guaranteed Sharing Benefits
and Tax Deferred Savings Plan was merged into the Plan. Asset transfers
related to this merger totaled $21,929,077.
Effective October 1, 1995, the Steiger Tractor, Inc. Bargaining Unit
Employees' Savings Plan was merged into the Plan. Asset transfers related to
this merger totaled $392,786.
Asset transfers into the Plan during 1995 and 1994 from the Tenneco Inc.
Thrift Plan totaled $548,244 and $228,490,813, respectively. Asset transfers
into the Plan during 1994 from the Case Corporation Tax Deferred Savings Plan
for Hourly Paid Employees at the Wichita Plant totaled $3,649,711.
Rollover contributions and participant after-tax contributions or transfers
into the Plan are not permitted.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-
-------------------------------------------
Financial Statements
--------------------
The Plan's financial statements have been prepared on the accrual basis of
accounting.
Accounting Estimates
--------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Plan's administrator to make estimates and
assumptions that affect the accompanying financial statements. Actual
results could differ from these estimates.
4. TRUSTEE-
--------
The trustee of the Plan is The Northern Trust Company (the "Trustee"). Hewitt
Associates maintains records of individual account balances for each
participant.
5. INVESTMENTS-
------------
Effective January 1, 1995, the Plan became a participant in the Case
Corporation Retirement Savings Plan Trust (the "Trust").
Investments are stated at fair market value as determined by the Trustee by
reference to published market data, except for the guaranteed investment
contracts which are benefit responsive as defined by SOP 94-4 ("Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and Defined
Contribution Pension Plans") and are stated at contract value as determined
by the Trustee. The contract value and fair market value of the benefit
responsive guaranteed investment contracts in the Master Trust at December
31, 1995 are $17,330,683 and $17,841,280, respectively.
<PAGE>
The Trustee of the Plan holds the Plan's investments and executes
transactions therein.
The fair market values of individual assets that represent 5% or more of the
Plan's net assets as of December 31, 1994 are as follows:
<TABLE>
<CAPTION>
<S> <C>
Northern Trust Collective Short-Term Investment Fund $107,995,836
Tenneco Inc. Common Stock Fund 64,267,778
Putnam OTC Emerging Growth Fund 21,721,522
</TABLE>
The Plan's investments are valued daily, and units which reflect the daily
valuations are assigned to participants. At the Plan's inception, all
investment options were assigned a unit value of $10.00, with the exception
of the Northern Trust Collective Short-Term Investment Fund and the
Metropolitan Life Insurance Group Annuity Contracts, which were assigned a
unit value of $1.00. The number of units outstanding and the net asset value
per unit as of December 31, 1995 is as follows:
<TABLE>
<CAPTION>
Net Asset
Fund No. of Units Value per Unit
---- ------------ --------------
<S> <C> <C>
Capital Guardian
U.S. Balanced Fund 1,332,876.49 12.55
Capital Guardian U.S. Small
Capitalization Tax-Exempt Trust 481,138.94 12.02
Case Corporation
Common Stock 1,183,339.37 22.05
Metropolitan Life Insurance
Group Annuity Contracts 13,439,640.00 1.05
Neuberger & Berman
Manhattan Trust Fund 818,699.44 12.56
Northern Trust Collective
Short-Term Investment Fund 93,534,778.70 1.08
Putnam OTC Emerging
Growth Fund 2,671,780.97 17.66
Tenneco Inc.
Common Stock Fund 6,939,455.00 10.31
BZW Barclays Daily U.S.
Debt Index Fund 524,531.08 11.71
BZW Barclays Daily U.S.
Equity Index Fund 1,122,195.81 13.84
</TABLE>
<PAGE>
Net realized/unrealized gains/(losses) on the Plan's investments during 1995
are included in "Net Investment Appreciation in the Case Corporation Retirement
Savings Plan Trust".
The assets of the Plan are commingled and are not segregated in the accounts of
the Trust. The market value of the assets held in the Trust as of December 31,
1995 as certified by the Trustee are:
<TABLE>
<CAPTION>
<S> <C>
Short-Term Investments $ 100,374,975
Mortgages, Notes and Contracts 17,330,683
Common Stock 195,037,793
-----------
Total Assets $ 312,743,451
===========
</TABLE>
At December 31, 1995, the Plan held a 98.8% interest in the Trust.
Trust income allocated to the participating plans for the year ended December
31, 1995 is allocated to the investment types as follows:
<TABLE>
<CAPTION>
<S> <C>
Short-Term Investments $ 6,161,270
Mortgages, Notes and Contracts 710,592
Common Stock 48,612,504
-----------
Total Income $ 55,484,366
===========
</TABLE>
6. INCOME TAX STATUS-
------------------
The Plan was established in 1994, and has filed for but not received a
determination letter from the Internal Revenue Service. In the opinion of the
Company's management, the Plan, as currently written and operated, is in
compliance with the applicable requirements of the Code. Therefore, the
Company's management believes that the Plan is tax-exempt as of the financial
statement date.
7. RELATED PARTY TRANSACTIONS-
---------------------------
Administrative fees are borne by the Plan.
The Plan periodically invests in common funds managed by the Trustee.
The above transactions are not considered prohibited transactions by
statutory exemptions under the ERISA regulations.
8. PLAN TERMINATION-
-----------------
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
<PAGE>
SCHEDULE 1
CASE CORPORATION RETIREMENT SAVINGS PLAN:
-----------------------------------------
PROFIT SHARING PLAN
-------------------
DECEMBER 31, 1995
-----------------
Item 27(a) - Assets Held for Investment Purposes
------------------------------------------------
<TABLE>
<CAPTION>
Identity of Issue Description Cost Current Value
--------------------- ----------------- ---------- ---------------
<S> <C> <C> <C>
*Case Corporation Case Corporation $ 6,065,804 $ 6,065,804
Retirement Savings Participant Loans
Plan: Profit Sharing (Interest rates ranging
Plan from 10.5% to 11%)
</TABLE>
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
<PAGE>
EXHIBIT 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K, into the previously filed Case
Corporation S-8 Registration Statement (No. 333-04963) for the Case
Corporation Retirement Savings Plan: Profit Sharing Plan.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
June 27, 1996.
