<PAGE>
As filed with the Securities and Exchange Commission on May 31, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Case Corporation
(Exact name of issuer as specified in its charter)
Issuer: Delaware Issuer: 76-0433811
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
700 State Street, Racine, Wisconsin 53404
(Address of Principal Executive Offices)
Case Corporation
Outside Directors' Equity Compensation Plan
(Full title of the Plan)
RICHARD S. BRENNAN
General Counsel and Secretary
Case Corporation
700 State Street
Racine, Wisconsin 53404
(Name and address of agent for service)
Telephone: (414) 636-6011
(Telephone number, including area code, of agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of securities Amount to be offering aggregate Amount of
to be registered registered price per offering Registration
share* price* fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock of
Case Corporation,
par value $0.01 per
share 100,000 shares $50.75 $5,075,000 $1,750
</TABLE>
================================================================================
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 and is based upon the average of the high and low
prices of the Common Stock as quoted for May 29, 1996 in The Wall Street
Journal.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Case Corporation ("Case" or the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
in this registration statement by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1995, File No. 1-13098, as filed with the Commission on February 20, 1996.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1996,
File No. 1-13098, as filed with the Commission on May 10, 1996.
3. Description of the Common Stock of Case Corporation included in Case
Corporation's Registration Statement on Form 8-A, Registration No. 1-13098,
as filed with the Commission on May 26, 1994.
All documents subsequently filed by Case pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated in this registration statement by reference and to
be a part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock to which this Registration Statement
applies has been passed upon by Kevin J. Hallagan, the Associate General
Counsel and Assistant Secretary of Case. Case has been advised by Kevin J.
Hallagan that at May 15, 1996, he owned 1,156 shares of Case Common Stock and
options to purchase 15,000 shares of Case Common Stock.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware Corporation Law provides the following:
"(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court shall deem
proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a)
II-2
<PAGE>
and (b) of this section. Such determination shall be made (1) by a majority
vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
such office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect
to the resulting or surviving corporation as he would have with respect to
such constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the
II-3
<PAGE>
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees)."
The By-Laws of the Registrant include the following provisions:
"Section 14.1 Right to Indemnification. The Company shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made
or is threatened to be made a party or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(a "proceeding"), by reason of the fact that he, or a person for whom he is
the legal representative, is or was a director or officer of the Company or
is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans (an "indemnitee"), against all liability and loss
suffered and expenses (including attorneys' fees) reasonably incurred by
such indemnitee. Subject to Section 14.3 hereof, the Company shall be
required to indemnify an indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if the initiation of such
proceeding (or part thereof) by the indemnitee was authorized by the Board
of Directors of the Company.
"Section 14.2. Prepayment of Expenses. The Company shall pay the
expenses (including attorneys' fees) incurred by an indemnitee in defending
any proceeding in advance of its final disposition, provided, however, that
the payment of expenses incurred by a director or officer in advance of the
final disposition of the proceeding shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced if it
should be ultimately determined that the director or officer is not entitled
to be indemnified under this Section 14 or otherwise.
"Section 14.3. Claims. If a claim for indemnification or payment of
expenses under this Section 14 is not paid in full within ninety days after
a written claim therefor by the indemnitee has been received by the Company,
the indemnitee may file suit to recover the unpaid amount of such claim and,
if successful in whole or in part, shall be entitled to be paid the expense
of prosecuting such claim. In any such action the Company shall have the
burden of proving that the indemnitee was not entitled to the requested
indemnification or payment of expenses under applicable law.
II-4
<PAGE>
"Section 14.4. Nonexclusivity of Rights. The rights conferred on any
person by this Section 14 shall not be exclusive of any other rights which
such person may have or hereafter acquire under any statute, provision of
the certificate of incorporation, these By-Laws, agreement, vote of
stockholders or disinterested directors or otherwise.
"Section 14.5. Other Indemnification. The Company's obligation, if
any, to indemnify or advance expenses to any person who was or is serving at
its request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, enterprise or nonprofit
entity shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint venture,
trust, enterprise or nonprofit entity.
"Section 14.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of Section 14 shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission
occurring prior to the time of such repeal or modification."
The Registrant has purchased insurance which purports to insure it against
certain costs of indemnification which may be incurred by it pursuant to the
foregoing By-Law provisions, and to insure the officers and directors of the
Registrant, and of its subsidiary companies, against certain liabilities
incurred by them in the discharge of their function as such officers and
directors except for liabilities resulting from their own malfeasance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Please refer to the Index to Exhibits attached hereto.
Item 9. Undertakings.
A. Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(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)
II-5
<PAGE>
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this 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 and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent 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 this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(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.
B. Incorporation by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 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.
C. Indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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
II-6
<PAGE>
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 Act and will be governed by the
final adjudication of such issue.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Racine, State of Wisconsin, on May 31, 1996.
CASE CORPORATION
By: /s/ THEODORE R. FRENCH
-----------------------------------
Theodore R. French
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JEAN-PIERRE ROSSO* Chairman, President, Chief May 31, 1996
- ------------------------------ Executive Officer and
Jean-Pierre Rosso Director (Principal Executive
Officer)
/s/ THEODORE R. FRENCH Senior Vice President and May 31, 1996
- ------------------------------ Chief Financial Officer
Theodore R. French (Principal Financial and
Accounting Officer)
/s/ MARK ANDREWS* Director May 31, 1996
- ------------------------------
Mark Andrews
/s/ JEFFERY T. GRADE* Director May 31, 1996
- ------------------------------
Jeffery T. Grade
/s/ KATHERINE M. HUDSON* Director May 31, 1996
- ------------------------------
Katherine M. Hudson
/s/ DANA G. MEAD* Director May 31, 1996
- ------------------------------
Dana G. Mead
/s/ GERALD ROSENFELD* Director May 31, 1996
- ------------------------------
Gerald Rosenfeld
/s/ THEODORE TETZLAFF* Director May 31, 1996
- ------------------------------
Theodore R. Tetzlaff
/s/ THOMAS N. URBAN* Director May 31, 1996
- ------------------------------
Thomas N. Urban
*By: /s/ KEVIN J. HALLAGAN
-------------------------
Kevin J. Hallagan
Attorney-in-fact
</TABLE>
<PAGE>
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
Exhibits
to
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
CASE CORPORATION
================================================================================
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
------ -----------------------
<S> <C>
4(a)(1) Certificate of Incorporation of Case Equipment Corporation (Exhibit 3(a)(1) to
Amendment No. 4 to Registration Statement No. 33-78148). *
4(a)(2) Certificate of Amendment to Certificate of Incorporation of Case Equipment
Corporation (Exhibit 3(a)(4) to Registration Statement No. 33-82158). *
4(b) By-Laws of Case Equipment Corporation as amended and restated on June 15, 1994
(Exhibit 3(b) to Amendment No. 4 to Registration Statement No. 33-78148). *
5 Opinion and consent of Kevin J. Hallagan, Associate General Counsel and
Assistant Secretary of Case Corporation.
23(a) Consent of Arthur Andersen LLP.
23(b) The consent of Kevin J. Hallagan is contained in the opinion filed as Exhibit 5
to the Registration Statement.
24 Powers of Attorney.
</TABLE>
- --------------------
* Exhibit incorporated by reference.
<PAGE>
Exhibit 5
<PAGE>
[Case Letterhead]
KEVIN J. HALLAGAN
ASSOCIATE GENERAL COUNSEL
AND ASSISTANT SECRETARY
May 31, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Case Corporation
Registration Statement on Form S-8 pertaining to Outside Directors'
Equity Compensation Plan
Ladies and Gentlemen:
I am Associate General Counsel and Assistant Secretary of Case Corporation, a
Delaware corporation (the "Company"), and I am familiar with the corporate
proceedings taken and to be taken in connection with the registration under the
Securities Act of 1933, as amended, of the 100,000 shares of Common Stock, $.01
par value per share ("Common Stock"), of the Company available for issuance
under the Company's Outside Directors' Equity Compensation Plan (the "Plan").
I have examined and am familiar with the Certificate of Incorporation and the
By-laws of the Company and with the Plan. I have also examined such other
documents, records and certificates of the Company as I consider necessary for
the purpose of this opinion.
Based on the foregoing, I am of the opinion that:
1. The Company has been duly organized and is validly existing as a
corporation under the laws of the State of Delaware.
2. The shares of Common Stock to be issued pursuant to the Plan have been
duly authorized and will, upon due issuance thereof, be validly issued,
fully paid and non-assessable (except with respect to debts owing to
employees of the Company for services performed (not exceeding six months'
service in any one case), as provided in Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law and as such section may be interpreted
by a court of law).
<PAGE>
Securities and Exchange Commission
May 31, 1996
Page 2
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement being filed in connection with the above-mentioned
registration.
Sincerely,
/s/ KEVIN J. HALLAGAN
-------------------------------------
Kevin J. Hallagan
KJH:me
<PAGE>
Exhibit 23(a)
<PAGE>
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated January 25,
1996 [(except with respect to the matters discussed in Note 20, as to which the
date is February 16, 1996)] included in Case Corporation's Form 10-K for the
year ended December 31, 1995 and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
May 28, 1996
<PAGE>
Exhibit 24
<PAGE>
CASE CORPORATION
POWER OF ATTORNEY
CASE CORPORATION
OUTSIDE DIRECTORS' EQUITY COMPENSATION PLAN
The undersigned, in his capacity as a Director of Case Corporation, does
hereby appoint Richard S. Brennan, Kevin J. Hallagan and Theodore R. French,
and each of them, severally, his true and lawful attorneys, or attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, a Registration Statement on Form S-8 for the registration of up to
100,000 shares of Common Stock, par value $0.01 per share, of Case Corporation,
to be sold pursuant to the Case Corporation Outside Directors' Equity
Compensation Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have the power to act hereunder with
or without the other of such attorneys and shall have full power and authority
to do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of May, 1996.
/s/ MARK ANDREWS
----------------------------------
Mark Andrews
<PAGE>
CASE CORPORATION
POWER OF ATTORNEY
CASE CORPORATION
OUTSIDE DIRECTORS' EQUITY COMPENSATION PLAN
The undersigned, in his capacity as a Director of Case Corporation, does
hereby appoint Richard S. Brennan, Kevin J. Hallagan and Theodore R. French,
and each of them, severally, his true and lawful attorneys, or attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, a Registration Statement on Form S-8 for the registration of up to
100,000 shares of Common Stock, par value $0.01 per share, of Case Corporation,
to be sold pursuant to the Case Corporation Outside Directors' Equity
Compensation Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have the power to act hereunder with
or without the other of such attorneys and shall have full power and authority
to do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of May, 1996.
/s/ DANA G. MEAD
-------------------------------------
Dana G. Mead
<PAGE>
CASE CORPORATION
POWER OF ATTORNEY
CASE CORPORATION
OUTSIDE DIRECTORS' EQUITY COMPENSATION PLAN
The undersigned, in his capacity as a Director of Case Corporation, does
hereby appoint Richard S. Brennan, Kevin J. Hallagan and Theodore R. French,
and each of them, severally, his true and lawful attorneys, or attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, a Registration Statement on Form S-8 for the registration of up to
100,000 shares of Common Stock, par value $0.01 per share, of Case Corporation,
to be sold pursuant to the Case Corporation Outside Directors' Equity
Compensation Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have the power to act hereunder with
or without the other of such attorneys and shall have full power and authority
to do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of May, 1996.
/s/ KATHERINE M. HUDSON
----------------------------------
Katherine M. Hudson
<PAGE>
CASE CORPORATION
POWER OF ATTORNEY
CASE CORPORATION
OUTSIDE DIRECTORS' EQUITY COMPENSATION PLAN
The undersigned, in his capacity as a Director of Case Corporation, does
hereby appoint Richard S. Brennan, Kevin J. Hallagan and Theodore R. French,
and each of them, severally, his true and lawful attorneys, or attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, a Registration Statement on Form S-8 for the registration of up to
100,000 shares of Common Stock, par value $0.01 per share, of Case Corporation,
to be sold pursuant to the Case Corporation Outside Directors' Equity
Compensation Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have the power to act hereunder with
or without the other of such attorneys and shall have full power and authority
to do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of May, 1996.
/s/ GERALD ROSENFELD
----------------------------------
Gerald Rosenfeld
<PAGE>
CASE CORPORATION
POWER OF ATTORNEY
CASE CORPORATION
OUTSIDE DIRECTORS' EQUITY COMPENSATION PLAN
The undersigned, in his capacity as a Director of Case Corporation, does
hereby appoint Richard S. Brennan, Kevin J. Hallagan and Theodore R. French,
and each of them, severally, his true and lawful attorneys, or attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, a Registration Statement on Form S-8 for the registration of up to
100,000 shares of Common Stock, par value $0.01 per share, of Case Corporation,
to be sold pursuant to the Case Corporation Outside Directors' Equity
Compensation Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have the power to act hereunder with
or without the other of such attorneys and shall have full power and authority
to do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of May, 1996.
/s/ JEAN-PIERRE ROSSO
----------------------------------
Jean-Pierre Rosso
<PAGE>
CASE CORPORATION
POWER OF ATTORNEY
CASE CORPORATION
OUTSIDE DIRECTORS' EQUITY COMPENSATION PLAN
The undersigned, in his capacity as a Director of Case Corporation, does
hereby appoint Richard S. Brennan, Kevin J. Hallagan and Theodore R. French,
and each of them, severally, his true and lawful attorneys, or attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, a Registration Statement on Form S-8 for the registration of up to
100,000 shares of Common Stock, par value $0.01 per share, of Case Corporation,
to be sold pursuant to the Case Corporation Outside Directors' Equity
Compensation Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have the power to act hereunder with
or without the other of such attorneys and shall have full power and authority
to do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of May, 1996.
/s/ THEODORE R. TETZLAFF
-------------------------------
Theodore R. Tetzlaff
<PAGE>
CASE CORPORATION
POWER OF ATTORNEY
CASE CORPORATION
OUTSIDE DIRECTORS' EQUITY COMPENSATION PLAN
The undersigned, in his capacity as a Director of Case Corporation, does
hereby appoint Richard S. Brennan, Kevin J. Hallagan and Theodore R. French,
and each of them, severally, his true and lawful attorneys, or attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, a Registration Statement on Form S-8 for the registration of up to
100,000 shares of Common Stock, par value $0.01 per share, of Case Corporation,
to be sold pursuant to the Case Corporation Outside Directors' Equity
Compensation Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have the power to act hereunder with
or without the other of such attorneys and shall have full power and authority
to do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of May, 1996.
/s/ JEFFERY T. GRADE
---------------------------------
Jeffery T. Grade
<PAGE>
CASE CORPORATION
POWER OF ATTORNEY
CASE CORPORATION
OUTSIDE DIRECTORS' EQUITY COMPENSATION PLAN
The undersigned, in his capacity as a Director of Case Corporation, does
hereby appoint Richard S. Brennan, Kevin J. Hallagan and Theodore R. French,
and each of them, severally, his true and lawful attorneys, or attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, a Registration Statement on Form S-8 for the registration of up to
100,000 shares of Common Stock, par value $0.01 per share, of Case Corporation,
to be sold pursuant to the Case Corporation Outside Directors' Equity
Compensation Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have the power to act hereunder with
or without the other of such attorneys and shall have full power and authority
to do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of May, 1996.
/s/ THOMAS N. URBAN
--------------------------------
Thomas N. Urban
