<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) June 30, 1998
CASE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-13098 76-0433811
(Commission File Number) (I.R.S. Employer Identification No.)
700 State Street, Racine, Wisconsin 53404
(Address of Principal Executive Offices) (Zip Code)
(414) 636-6011
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, If Changed Since Last Report)
Page 1 of 8 Pages
(Exhibit Index at Page 5)
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Item 5. Other Events
The press release of registrant dated June 30, 1998, filed as Exhibit 99
hereto disclosing, among other things, that delays in large equipment sales to
the Commonwealth of Independent States and surrounding countries will negatively
impact Case Corporation's second quarter 1998 results, but are not expected to
affect results for the full year 1998, is incorporated herein by reference.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Exhibit
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<C> <S>
99 Press release of registrant dated June 30, 1998.
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CASE CORPORATION
By: /s/ Kevin J. Hallagan
-------------------------------------
Kevin J. Hallagan
Associate General Counsel and
Assistant Secretary
July 7, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<C> <S> <C>
99 Press release dated June 30, 1998, of Case Corporation. 6
</TABLE>
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EXHIBIT 99
CASE News Release
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CASE CORPORATION 700 STATE STREET RACINE, WI 53404 U.S.A.
HTTP://WWW.CASECORP.COM
For more information, contact:
William B. Masterson (414) 636-5793
DELAYS IN LARGE EQUIPMENT SALES TO CIS AND SURROUNDING REGION
TO NEGATIVELY IMPACT CASE CORPORATION'S SECOND QUARTER RESULTS; NOT
EXPECTED TO AFFECT FULL-YEAR
Racine, Wisconsin (June 30, 1998) -- Case Corporation (NYSE:CSE) said today
that large sales of agricultural equipment to the Commonwealth of Independent
States and surrounding countries will be delayed until after the close of the
company's second quarter. This includes a sale of 500 combines to Russia that
will now be completed in several, smaller transactions, rather than fully
completed in June as planned. As a result, second quarter earnings per share
will be negatively impacted by approximately $.20, compared with the company's
prior expectations, and will be below the $1.74 earnings per share reported for
the period last year.
"Our results for the second quarter will be strong, but somewhat below our
exceptional performance in the second quarter of last year, due to delays of
large equipment sales to the Commonwealth of Independent States and the
surrounding region," said Jean-Pierre Rosso, Case chairman and chief executive
officer. "At this time, we do not expect these delays to affect our performance
for the year."
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For the second quarter of 1997, Case's earnings of $1.74 per share were up
22 percent over the previous year's earnings of $1.42 per share, on a fully
diluted basis.
"The timing of large equipment sales of this magnitude can have a
significant impact on quarterly results," Rosso added. "Emerging markets
continue to be an excellent source of business for Case as demand for
agricultural equipment in these countries remains strong, driven by a desire for
self-sufficient food production. The key to completing these large sales
agreements is obtaining the proper financing that ensures Case's profitability.
Most of the company's large equipment sales have been guaranteed by the U.S.
Export-Import Bank, and we have begun to successfully arrange private financing
that will enable us to serve a greater portion of the market.
"The successful combination of these two approaches has allowed us to
facilitate continued sales growth in the region," Rosso said. "As a result, we
continue to meet demand in this part of the world despite the changes that have
occurred in the credit environment."
The company said that the sale of 500 combines to Russia was initially to
be funded through a private financing arrangement that, due to its size, was no
longer viable as economic conditions worsened in Russia. As a result, Case
decided to execute the transaction through a succession of tranches, the first
of which involves 100 combines. This was completed in the second quarter.
The company anticipates that additional tranches of this transaction will
be completed as other financing sources are arranged. However, these combines
also may be utilized to meet demand in other markets around the world.
Case continues to complete sales in the region with financing guaranteed by
the U.S. Ex-Im Bank. During the second quarter, Case sold 400 high-horsepower
tractors and 140 combines to Uzbekistan with U.S. Ex-Im Bank financing. In
addition, the company has completed a number of
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smaller transactions in the second quarter funded by private financing,
including two other sales in Russia totaling 100 combines.
Case Corporation is a leading worldwide designer, manufacturer and
distributor of agricultural and construction equipment, and offers a broad array
of financial products and services, including equipment loans, leasing and
insurance. Headquartered in Racine, Wisconsin, Case had 1997 revenues of $6
billion and sells its products in 150 countries through a network of
approximately 4,900 independent dealers.
The information included in this news release contains some forward-looking
statements and involves risks and uncertainties that could cause actual results
to differ materially from those in the forward-looking statements. The company's
outlook is predominantly based on its interpretation of what it considers key
economic assumptions. Crop production and commodity prices are strongly affected
by weather and can fluctuate significantly. Housing starts and other
construction activity are sensitive to interest rates and government spending.
Some of the other significant factors for the company include general economic
and capital market conditions, the cyclical nature of its business, foreign
currency movements, the company's access to credit, political uncertainty and
civil unrest in various areas of the world, pricing, product initiatives and
other actions taken by competitors, disruptions in production capacity, excess
inventory levels, the effect of changes in laws and regulations (including
government subsidies and international trade regulations), changes in
environmental laws, and employee and labor relations. Further information
concerning factors that could significantly impact expected results is included
in the following sections of the company's Form 10-K Annual Report for 1997, as
filed with the Securities and Exchange Commission: Business -- Employees,
Business -- Environmental Matters, Business -- Significant International
Operations, Business -- Seasonality and Production Schedules, Business --
Competition, Legal Proceedings, and Management's Discussion and Analysis of
Financial Condition and Results of Operations.
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