<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, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission file number 333-04963
---------------------------
CASE CORPORATION RETIREMENT SAVINGS 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, 1996 and 1995
(iii) Statement of Changes in Net Assets Available for Plan
Benefits:
For the Year Ended December 31, 1996
(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
By
------------------------------------
Marc J. Castor
Vice President, Human Resources
Date: June 27, 1997
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND 1995
-----------------------------------------------------
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------------------
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrator of the
Case Corporation Retirement Savings Plan
We have audited the accompanying statements of net assets available for plan
benefits of THE CASE CORPORATION RETIREMENT SAVINGS PLAN as of December 31, 1996
and 1995 and the related statement of changes in net assets available for plan
benefits, with fund information, for the year ended December 31, 1996. 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, 1996 and 1995 and the changes in its net assets available for
plan benefits, with fund information, for the year ended December 31, 1996 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 20, 1997.
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
FINANCIAL STATEMENTS
--------------------
DECEMBER 31, 1996 AND 1995
--------------------------
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits - December 31, 1996 and
1995
Statement of Changes in Net Assets Available for Plan Benefits for the year
ended December 31, 1996
NOTES TO FINANCIAL STATEMENTS
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1996
-----------------------
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------
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 $318,538,742) $ 106,060,966 $ 6,292,887 $ 24,621,961 $ 32,385,954
Loans to Participants - - - -
Employer's Contribution Receivable 8,566,278 130,977 461,727 681,763
Investment Income Receivable 221,833 - - -
----------------- ------------ --------------- --------------
Total Assets 114,849,077 6,423,864 25,083,688 33,067,717
LIABILITIES
-----------
Accounts Payable 24,066 1,667 5,919 7,717
----------------- ------------ --------------- --------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 114,825,011 $ 6,422,197 $ 25,077,769 $ 33,060,000
================= ============ =============== ==============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1996
-----------------------
(Continued)
<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 $318,538,742) $11,641,411 $64,109,586 $12,635,431 $14,335,927
Loans to Participants - - - -
Employer's Contribution Receivable 279,423 1,338,316 295,216 72,518
Investment Income Receivable 844,156 - - -
----------- ----------- ----------- -----------
Total Assets 12,764,990 65,447,902 12,930,647 14,408,445
LIABILITIES
-----------
Accounts Payable 500 1,572 2,999 536
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $12,764,490 $65,446,330 $12,927,648 $14,407,909
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1996
-----------------------
(Continued)
<TABLE>
<CAPTION>
Participant Directed Non-Participant Directed
----------------------------- ---------------------------
Templeton Participant
Foreign Case Stock Tenneco Loans &
Fund Fund Stock Fund Other
--------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
ASSETS
------
Investment in Case Corporation
Retirement Savings Plan Trust at
Fair Market Value
(cost of $318,538,742) $6,704,233 $42,109,761 $36,414,222 $ 332,745
Loans to Participants - - - 6,072,453
Employer's Contribution Receivable 167,769 63,043 - -
Investment Income Receivable - 39,717 5,938 2,684
---------- ----------- ----------- ----------
Total Assets 6,872,002 42,212,521 36,420,160 6,407,882
LIABILITIES
-----------
Accounts Payable 1,650 10,669 6,031 324,008
---------- ----------- ----------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $6,870,352 $42,201,852 $36,414,129 $6,083,874
========== =========== =========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1996
-----------------------
(Continued)
<TABLE>
<CAPTION>
Total
------------
<S> <C>
ASSETS
------
Investment in Case Corporation
Retirement Savings Plan Trust at
Fair Market Value
(cost of $318,538,742) $357,645,084
Loans to Participants 6,072,453
Employer's Contribution Receivable 12,057,030
Investment Income Receivable 1,114,328
------------
Total Assets 376,888,895
LIABILITIES
-----------
Accounts Payable 387,334
------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $376,501,561
============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1995
-----------------------
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------
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
--------------- ------------ --------------- --------------
ASSETS
------
<S> <C> <C> <C> <C>
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>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1995
-----------------------
(Continued)
<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
----------- ----------- --------------- ------------
ASSETS
------
<S> <C> <C> <C> <C>
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>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1995
-----------------------
(Continued)
<TABLE>
<CAPTION>
Participant Non-Participant
Directed Directed
----------- -------------------------------------------------
Participant
Case Stock Tenneco Loans &
Fund Stock 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>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------
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>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Net Investment Appreciation
in the Case Corporation
Retirement Savings Plan Trust $ 5,452,520 $ 176,987 $ 2,949,876 $ 4,816,842
Interest Income - - - -
Contributions
Employer's Contributions 1,875,618 157,966 461,727 681,763
Participants' Contributions 4,265,474 447,057 1,433,598 1,770,305
------------ --------- ----------- -----------
6,141,092 605,023 1,895,325 2,452,068
------------ --------- ----------- -----------
Total Additions 11,593,612 782,010 4,845,201 7,268,910
------------ --------- ----------- -----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits Paid to Participants 11,014,963 406,800 1,117,731 747,849
Administrative Expenses 263,437 18,662 54,080 61,968
------------ --------- ----------- -----------
Total Deductions 11,278,400 425,462 1,171,811 809,817
------------ --------- ----------- -----------
Net Increase (Decrease) 315,212 356,548 3,673,390 6,459,093
TRANSFERS BETWEEN FUNDS (805,376) (426,286) 3,614,989 9,508,814
TRANSFERS FROM OTHER PLANS 11,809,884 170,002 582,905 1,006,705
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Beginning of Year 103,505,291 6,321,933 17,206,485 16,085,388
------------ --------- ----------- -----------
End of Year $114,825,011 $6,422,197 $25,077,769 $33,060,000
============ ========= =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
(Continued)
<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>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Net Investment Appreciation
in the Case Corporation
Retirement Savings Plan Trust $ 1,004,138 $ 2,319,751 $ 1,601,503 $ 871,693
Interest Income - - - -
Contributions
Employer's Contributions 279,423 1,338,316 295,216 72,518
Participants' Contributions 1,103,617 4,579,968 761,336 1,227,147
----------- ----------- ----------- -----------
1,383,040 5,918,284 1,056,552 1,299,665
----------- ----------- ----------- -----------
Total Additions 2,387,178 8,238,035 2,658,055 2,171,358
----------- ----------- ----------- -----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits Paid to Participants 224,391 1,490,288 142,326 957,169
Administrative Expenses 5,828 17,769 24,359 5,878
----------- ----------- ----------- -----------
Total Deductions 230,219 1,508,057 166,685 963,047
----------- ----------- ----------- -----------
Net Increase (Decrease) 2,156,959 6,729,978 2,491,370 1,208,311
TRANSFERS BETWEEN FUNDS (401,250) 7,634,475 4,022,624 (991,890)
TRANSFERS FROM OTHER PLANS 383,625 2,345,998 423,611 130
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Beginning of Year 10,625,156 48,735,879 5,990,043 14,191,358
----------- ----------- ----------- -----------
End of Year $12,764,490 $65,446,330 $12,927,648 $14,407,909
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
(Continued)
<TABLE>
<CAPTION>
Participant Directed Non-Participant Directed
----------------------------------- --------------------------------
Templeton Participant
Foreign Case Stock Tenneco Stock Loans &
Fund Fund Fund Other
----------- --------------- --------------- -------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Net Investment Appreciation
in the Case Corporation
Retirement Savings Plan Trust $ 516,884 $ 6,312,255 $ 4,434,304 $ 28,080
Interest Income - - - 573,852
Contributions
Employer's Contributions 167,769 11,681,970 - -
Participants' Contributions 293,229 251,877 - (49,572)
----------- ------------ --------------- -------------
460,998 11,933,847 - (49,572)
----------- ------------ --------------- -------------
Total Additions 977,882 18,246,102 4,434,304 552,360
----------- ------------ --------------- -------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits Paid to Participants 59,357 763,003 13,428,472 125,032
Administrative Expenses 10,656 104,652 96,557 -
----------- ------------ --------------- -------------
Total Deductions 70,013 867,655 13,525,029 125,032
----------- ------------ --------------- -------------
Net Increase (Decrease) 907,869 17,378,447 (9,090,725) 427,328
TRANSFERS BETWEEN FUNDS 5,635,297 (1,320,245) (26,037,861) (433,291)
TRANSFERS FROM OTHER PLANS 327,186 263 - -
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Beginning of Year - 26,143,387 71,542,715 6,089,837
----------- ------------ --------------- -------------
End of Year $ 6,870,352 $ 42,201,852 $ 36,414,129 $ 6,083,874
=========== ============ =============== =============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
(Continued)
<TABLE>
<CAPTION>
Total
--------------------
<S> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Net Investment Appreciation
in the Case Corporation
Retirement Savings Plan Trust $ 30,484,833
Interest Income 573,852
Contributions
Employer's Contributions 17,012,286
Participants' Contributions 16,084,036
--------------------
33,096,322
--------------------
Total Additions 64,155,007
--------------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits Paid to Participants 30,477,381
Administrative Expenses 663,846
--------------------
Total Deductions 31,141,227
--------------------
Net Increase (Decrease) 33,013,780
TRANSFERS BETWEEN FUNDS -
TRANSFERS FROM OTHER PLANS 17,050,309
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Beginning of Year 326,437,472
--------------------
End of Year $ 376,501,561
====================
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1996 AND 1995
--------------------------
1. Description of the Plan-
The following description of the Case Corporation (the "Company")
Retirement Savings 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 100% match of participant
a maximum of 8% contributions to a maximum
of eligible 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>
-1-
<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 1996, the Company profit
sharing contribution was $4,990,265, or 3.0% of participant's base
salary. For 1995, the profit sharing contribution was $5,579,364, or
3.5% of participant's base salary. The benefits applicable to UAW
participants were 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, 1996. Tax deferred savings
contributions are limited to $9,500 in 1996, subject to any adjustment
made in accordance with Section 402 of the Internal Revenue Code.
In conjunction with the merger of the Case Corporation Retirement
Savings Plan: Money Purchase Pension Plan (Note 3), the Company will
make a fixed contribution equal to 4% of salaried participant's
eligible compensation beginning in 1997. The fixed contribution is
made to the Northern Trust Collective Short-Term Investment Fund and
may be redirected by the participant to any of the other investment
options other than the Case Stock Fund.
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, discretionary and
fixed 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 the nine
investment options below. Participants may direct the Company fixed
contribution in any one or more of the investment options below except
the Case Stock Fund:
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
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
This fund invests in a broad range of U.S. common stocks.
-2-
<PAGE>
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.
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. Templeton Foreign Fund
This fund is invested primarily in stocks and debt obligations of
companies and governments outside the United States. Effective
February 1, 1996, participants were able to elect this fund as an
investment option.
9. 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.
Effective July 1, 1997 the Tenneco Stock Fund will be eliminated as an
investment option. Any participant account balances which have not
been transferred from the Tenneco Stock Fund prior to July 1, 1997
will be transferred to the Case Stock Fund. The Metropolitan Life
Insurance Group Annuity Contracts Fund, which consists of a guaranteed
investment contract, 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.
-3-
<PAGE>
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, 1996 and 1995, forfeited nonvested
accounts totaled $17,768 and $0, respectively.
2. Plan Name Change-
Effective December 31, 1996, the Plan's name was changed from the Case
Corporation Retirement Savings Plan: Profit Sharing Plan to the Case
Corporation Retirement Savings Plan.
3. Transfer of Assets-
Effective December 31, 1996, the Case Corporation Retirement Savings Plan:
Money Purchase Pension Plan was merged into the Plan. Asset transfers
related to this merger totaled $17,049,845.
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 during 1996 and 1995 totaled $464 and $21,929,077,
respectively.
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 from the Tenneco Inc. Thrift Plan
totaled $548,244.
Rollover contributions and participant after-tax contributions or transfers
into the Plan are not permitted.
4. 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.
5. Trustee-
The trustee of the Plan is The Northern Trust Company (the "Trustee").
Hewitt Associates maintains records of individual account balances for each
participant.
-4-
<PAGE>
6. 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. Under the terms of the investment contracts, the
crediting interest rate is determined semi-annually based on the insurance
company's applicable rate schedule. The crediting interest rates ranged
from 6.55% to 6.60% as of December 31, 1996 and from 5.80% to 6.30% as of
December 31, 1995. The fair value of the investment contracts as of
December 31, 1996 and 1995 was $17,744,538 and $17,841,280, respectively.
There are no limitations on guarantees of the contracts.
The Trustee of the Plan holds the Plan's investments and executes
transactions therein.
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, 1996 is as follows:
<TABLE>
<CAPTION>
Net Asset
Fund No. of Units Value per Unit
---- ------------ --------------
<S> <C> <C>
Capital Guardian
U.S. Balanced Fund 1,704,281.73 14.45
Capital Guardian U.S. Small
Capitalization Tax-Exempt Trust 872,429.48 14.48
Case Corporation
Common Stock 1,610,844.87 26.17
Metropolitan Life Insurance
Group Annuity Contracts 12,868,228.35 1.11
Neuberger & Berman
Manhattan Trust Fund 906,165.44 13.78
Northern Trust Collective
Short-Term Investment Fund 93,430,253.09 1.14
Putnam OTC Emerging
Growth Fund 3,450,556.08 18.58
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Tenneco Inc.
Common Stock Fund 3,332,131.14 10.93
BZW Barclays Daily U.S.
Debt Index Fund 520,344.23 12.09
BZW Barclays Daily U.S.
Equity Index Fund 1,909,130.20 16.96
Templeton Foreign Fund 589,843.58 11.37
</TABLE>
Net realized/unrealized gains/(losses) on the Plan's investments during
1996 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, 1996 as certified by the Trustee are:
<TABLE>
<CAPTION>
<S> <C>
Short-Term Investments $105,345,002
Mortgages, Notes and Contracts 17,760,244
Common Stock 234,539,838
------------
Total Assets $357,645,084
============
</TABLE>
At December 31, 1996, the Plan held a 100.0% interest in the Trust.
Trust income allocated to the participating plans for the year ended December
31, 1996 is allocated to the investment types as follows:
<TABLE>
<CAPTION>
<S> <C>
Short-Term Investments $ 6,031,402
Mortgages, Notes and Contracts 1,076,949
Common Stock 24,504,541
-----------
Total Income $31,612,892
===========
</TABLE>
7. Income Tax Status-
The plan has obtained a determination letter from the Internal Revenue
Service dated August 19, 1996, approving the Plan as qualified for tax-
exempt status. It is management's opinion that no event has occurred that
would disqualify the Plan's tax-exempt status.
8. Related Party Transactions-
Administrative fees are borne by the Plan.
-6-
<PAGE>
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.
9. 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.
-7-
<PAGE>
SCHEDULE 1
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
DECEMBER 31, 1996
-----------------
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 $6,072,453 $6,072,453
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.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
June 27, 1997.
