SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
October 26, 1999
Case Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13098 76-0433811
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
700 State Street, Racine, Wisconsin 53404
(Address of principal executive offices) (zip code)
(414) 636-6011
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
On October 26, 1999, the registrant issued the press release included as
Exhibit 99 to this report and incorporated by reference herein announcing the
registrant's third quarter earnings.
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<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99 Press release of registrant dated October 26, 1999.
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<PAGE>
SIGNATURE
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
Name: Kevin J. Hallagan
Title: Associate General Counsel
and Assistant Secretary
Date: October 29, 1999
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<PAGE>
EXHIBIT INDEX
99 Press release of registrant dated October 26, 1999.
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<PAGE>
EXHIBIT 99: PRESS RELEASE
[LOGO OF CASE CORPORATION]
For more information, contact:
William B. Masterson (414) 636-5793
For Immediate Release
CASE CORPORATION REPORTS THIRD QUARTER RESULTS
O CASE REPORTS NET LOSS OF $3 MILLION, OR $.04 PER SHARE.
O WORLDWIDE REVENUES OF $1.3 BILLION WERE LOWER
PRIMARILY DUE TO CONTINUED WEAK DEMAND FOR
AGRICULTURAL EQUIPMENT.
O AGGRESSIVE PRODUCTION DECREASES RESULT IN A $670
MILLION, OR 19 PERCENT, REDUCTION IN RECEIVABLES AND
INVENTORIES FROM PRIOR YEAR. LOWER PRODUCTION LEVELS
WILL CONTINUE INTO THE FOURTH QUARTER.
O PROPOSED CASE MERGER WITH NEW HOLLAND (NYSE:NH)
CONTINUES ON PLAN FOR COMPLETION LATER THIS YEAR.
Racine, Wisconsin (October 26, 1999) -- Case Corporation (NYSE:CSE) today
reported a net loss of $3 million, or $.04 per share, for the third quarter of
1999, reflecting the company's previously announced lower production levels in
the quarter and a substantial change in the company's geographic sales mix. In
the prior year period, Case reported net income of $63 million, or $.82 per
share.
Third quarter revenues were $1.3 billion, down from $1.5 billion in the
third quarter of 1998. Substantially lower sales in North America and Latin
America were partially offset by higher sales in Europe and Asia. Case reported
an operating loss of $12 million for the third quarter, compared to operating
earnings of $106 million in the prior year.
Net income declined primarily due to lower sales volumes in North America,
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particularly in higher margin, large agricultural equipment. This more than
offset improvements in the company's manufacturing performance, savings from
restructuring actions, one-time tax benefits and higher pricing year-over-year.
For the first nine months of 1999, the company recorded a net loss of $15
million, or $.24 per share, compared with net income of $258 million, or $3.30
per share, for the same period last year. Revenues for the first nine months of
1999 were $3.9 billion, versus $4.6 billion in 1998. Operating earnings were $33
million for the first nine months of 1999, compared with $414 million last year.
"Our third quarter results reflect the significant decline in industry
sales of large agricultural equipment in North America," said Jean-Pierre Rosso,
Case chairman and chief executive officer. "In accordance with this decline, we
reduced third quarter production dramatically from the prior year, and we are
successfully aligning inventories in accordance with our supply chain management
strategies. As a result, our cash flow was strong in the quarter, and we placed
the company in a favorable position to quickly improve as the market recovers."
MANAGEMENT ACTIONS
During the quarter, the company lowered industrial receivables and
inventories to $2.8 billion, a reduction of $670 million, or 19 percent, from
the prior year, despite significantly lower retail demand. The company now
expects further sales declines in agricultural equipment, particularly in
combines and row-crop tractors, for the balance of 1999 and, as a result, will
continue to reduce its production to maintain inventory levels in a period of
lower demand. In addition, fourth quarter production of construction equipment
will be lower as part of the company's ongoing supply chain management
initiative to achieve lower inventory levels. These actions will impact Case's
fourth quarter results, and the company expects to be moderately unprofitable
for this period.
In August, Case signed an agreement with Textron Inc., to develop a
revolutionary new monitor using near infra-red sensing technology that will
enable farmers to measure the protein and oil content of grain harvested by Case
IH combines. The analyzer will provide farmers with point-of-harvest information
about the value of their grain and, for the first time, make it possible for
farmers to segregate high value, identity-
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<PAGE>
preserved grain. This can allow farmers to receive price premiums when marketing
their crops.
In October, Case formed a 50/50 joint venture with Larsen & Toubro Limited
for the manufacture and sale of construction equipment, specifically
loader/backhoes and vibratory compactors, in India. Under terms of the joint
venture agreement, Larson & Toubro will transfer its Pithampur, India,
operations to the new joint venture, which is named L&T-Case Equipment Limited,
and Case will license a loader/backhoe design, which will be produced at the
Pithampur plant. In addition, the joint venture will manufacture and sell the
lines of vibratory compactors currently sold by Larsen & Toubro in India.
EQUIPMENT SALES
CONSTRUCTION EQUIPMENT - Worldwide retail unit sales of Case construction
equipment in the third quarter posted a slight increase over the previous year.
In the company's Asia Pacific region, retail sales were substantially higher
than the low levels of the third quarter of 1998. The sales growth was led by
skid steers. In Europe, a double-digit rise in retail sales was led by
significant gains in excavators and skid steers. Sales of wheel loaders also
improved. In North America, strong sales of excavators and skid steers were
partially offset by lower sales of loader/backhoes, crawlers and wheel loaders.
And in Latin America, retail sales were lower in nearly every product category
as economic conditions in the region, particularly Brazil, have resulted in a
major reduction in construction activity.
AGRICULTURAL EQUIPMENT - Case retail unit sales of agricultural equipment
around the world declined by 3 percent compared to the third quarter of 1998.
However, overall retail sales of large-scale, production agricultural equipment
in North America and Latin America were down substantially, reflecting the
impact of lower commodity prices on farmers who participate in export markets.
In Europe, retail sales of Case agricultural equipment rose in large row-crop
tractors, combines and cotton pickers, largely the result of increased business
in the Commonwealth of Independent States. Sales of small- and mid-size tractors
were down slightly from last year's third quarter. In the Asia
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<PAGE>
Pacific region, retail sales improved from 1998 with higher activity in all
major product categories.
MARKET OUTLOOK
Industry demand for agricultural equipment continued to decline during the
third quarter of 1999, principally in combines and large row-crop tractors in
North America. This decline was driven by sustained low commodity prices,
resulting from continued high grain stock levels and historically lower exports
of farm commodities to Asia and other markets. The decline in exports has
particularly affected large-scale, production agriculture farmers. While
prospects for exports have improved, a strong 1999 harvest has kept commodity
prices at low levels. In addition, financing for equipment purchases in emerging
markets remains extremely difficult. As a result of these factors, the company
now expects retail sales of higher-margin, production agricultural equipment in
North America to decline by approximately 35 to 40 percent in 1999. However, due
to stronger sales in Europe and Asia, worldwide sales of agricultural equipment
are still expected to be approximately 8 to 10 percent lower than the previous
year.
The global outlook for the construction equipment market continues to be
stable, with the exception of Latin America. In North America, demand for the
balance of 1999 is expected to remain strong, supported by sustained levels of
construction activity and a healthy economy. Overall conditions remain favorable
for construction activity, even though interest rates have risen recently. In
Europe, the sales outlook continues to improve as a result of stronger market
conditions in France and the United Kingdom. In the Asia Pacific region,
business conditions have improved and the company expects construction equipment
sales to rise slightly from low 1998 levels. In Latin America, weaker economic
conditions have resulted in declines in government spending and commercial
privatization, principally in Brazil. This is driving 1999 Brazilian
construction activity to be significantly lower than prior year. In total,
worldwide construction equipment sales in 1999 are expected to remain unchanged
from 1998 levels.
The information included in this news release contains forward-looking
statements and involves risks and uncertainties that could cause actual results
to differ mate-
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<PAGE>
rially 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 and its customers' access to credit, political
uncertainty and civil unrest in various areas of the world, pricing, product
initiatives and other actions taken by competitors, disruptions in production
capacity, excess inventory levels, the effect of changes in laws and regulation
(including government subsidies and international trade regulations), the effect
of conversion to the Euro, technological difficulties (including Year 2000),
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 1998, as filed and amended 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.
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. Headquartered in Racine, Wisconsin, Case had
1998 revenues of $6.1 billion and sells its products in 150 countries through a
network of approximately 4,900 independent dealers.
###
The following is issued in conjunction with Case Corporation's 1999 third
quarter results.
For more information, contact:
Sandra J. Lasch (414) 636-6473
For Immediate Release
CASE CAPITAL PORTFOLIO INCREASES 19 PERCENT
- Revenues increased 11 percent to $120 million.
- Net income down 8 percent, to $23 million, as rising interest rates
narrowed margins.
- Managed portfolio grows to $7.5 billion.
Lincolnshire, Illinois (October 26, 1999) - Case Capital Corporation today
announced net income of $23 million for the third quarter, down slightly from
$25 million in the comparable period last year. Revenues increased 11 percent
over the prior year period to $120 million. The year-over-year decrease in net
income is attributed to lower margins on receivables and lower gains on
asset-backed securitizations due to a rising interest rate environment and
competitive market conditions.
For the first nine months, revenues increased 31 percent over the prior
year to $346 million. Net income for the first nine months was $64 million, up
slightly from the $62 million reported in the comparable period last year. The
improvement in net income is attributed to higher financing income from strong
growth in receivables and leases. The increase was partially offset by higher
operating expenses, lower gains on asset-backed securitizations and additional
provisions for loan losses. The increased loss provisions support Case Capital's
growing portfolio as well as higher losses resulting from the weakening
agricultural market.
Case Capital's managed portfolio grew to $7.5 billion as of September 30,
1999, a 19 percent increase year-over-year. While Case Capital's
diversification initiatives contributed to the portfolio growth, sustained
weakness in the farm economy continues to put pressure on the agricultural
segment of the business.
"Given significant declines in our core market, we're proud to report
continued growth in our portfolio," stated Ted R. French, chairman, Case
Capital. "Our ability to sustain growth despite a weakening economy
demonstrates the soundness of our strategy."
Case Capital continued to grow its diversified business significantly,
partially offsetting the impact of weak retail demand in the agricultural
equipment market. Diversified originations, generated primarily through Soris
Financial, were higher than anticipated for the quarter. Sustained geographic
growth in Europe and Australia also supported Case Capital's profitability
during the period.
"Our organization is focused on operational excellence and profitable
growth in every aspect of our business" stated Andrew E. Graves, president, Case
Capital. "We remain confident that our strategy will ensure sustainable,
long-term earnings growth for Case Capital."
Case Capital Corporation, a wholly owned subsidiary of Case Corporation,
provides broad-based financial services for the global marketplace. Case
Capital serves customers purchasing, leasing and insuring products through Case
Credit Corporation, Soris Financial and Case Credit Insurance Agency.
Established in 1957, Case Credit markets its products through Case Corporation's
established dealer networks located in North America, Europe and Australia.
Soris offers its products through diverse dealer networks in North America.
Based in Lincolnshire, Illinois, Case Capital manages a $7.5 billion portfolio
of receivables and leases.
# # #
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<PAGE>
The following is issued in conjunction with Case Corporation's 1999 third
quarter results:
<TABLE>
CASE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(MILLIONS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED CASE INDUSTRIAL CASE CAPITAL
THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
------------- ------------- -------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
Revenues
Net sales $ 1,139 $ 1,418 $ 1,139 $ 1,418 $ - $ -
Interest income and other 127 116 10 11 120 108
---------- ---------- ----------- ---------- --------- ------
Total 1,266 1,534 1,149 1,429 120 108
-----------------------------------------------------------------------------------------------------------------------------------
Costs and Expenses
Cost of goods sold 994 1,149 994 1,149
Selling, general and administrative 154 146 137 134 17 12
Research, development and engineering 45 58 45 58
Interest expense 79 66 33 26 49 43
Other, net 27 21 8 7 19 14
---------- ---------- ----------- ---------- --------- ------
Total 1,299 1,440 1,217 1,374 85 69
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) before taxes (33) 94 (68) 55 35 39
Income tax provision (benefit) (30) 31 (42) 17 12 14
-----------------------------------------------------------------------------------------------------------------------------------
(3) 63 (26) 38 23 25
Equity in income - Case Capital 23 25
-----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (3) $ 63 $ (3) $ 63 $ 23 $ 25
========== ========== =========== ========== ========= ======
Preferred stock dividends - 2
---------- -----------
Net income (loss) to common $ (3) $ 61
========== =========
- ------------------------------------------------------------------------------------------------------------------------------------
Earnings (loss) per Common Share (EPS):
Basic EPS $ (0.04) $ 0.84
Diluted EPS $ (0.04) $ 0.82
See Notes to Interim Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CASE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(MILLIONS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED CASE INDUSTRIAL CASE CAPITAL
NINE MONTHS ENDED NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
------------- ------------- -------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
Revenues
Net sales $ 3,569 $ 4,361 $ 3,569 $ 4,361 $ - $ -
Interest income and other 368 288 31 27 346 264
---------- --------- ----------- ---------- --------- ------
Total 3,937 4,649 3,600 4,388 346 264
- ------------------------------------------------------------------------------------------------------------------------------------
Costs and Expenses
Cost of goods sold 3,020 3,442 3,020 3,442
Selling, general and administrative 491 447 439 414 52 33
Research, development and engineering 140 167 140 167
Interest expense 230 170 98 70 141 103
Other, net 85 45 32 13 53 32
---------- --------- ----------- ---------- --------- ------
Total 3,966 4,271 3,729 4,106 246 168
- ------------------------------------------------------------------------------------------------------------------------------------
Income (loss) before taxes (29) 378 (129) 282 100 96
Income tax provision (benefit) (14) 120 (50) 86 36 34
- ------------------------------------------------------------------------------------------------------------------------------------
(15) 258 (79) 196 64 62
Equity in income - Case Capital 64 62
- ------------------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (15) $ 258 $ (15) $ 258 $ 64 $ 62
========== ========= =========== ========== ========= ======
Preferred stock dividends 3 5
---------- ---------
Net income (loss) to common $ (18) $ 253
========== =========
- ------------------------------------------------------------------------------------------------------------------------------------
Earnings (loss) per Common Share (EPS):
Basic EPS $ (0.24) $ 3.44
Diluted EPS $ (0.24) $ 3.30
See Notes to Interim Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CASE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(MILLIONS)
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED CASE INDUSTRIAL CASE CAPITAL
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
------------- ------------- -------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
Assets
Cash and cash equivalents $ 184 $ 108 $ 145 $ 85 $ 39 $ 23
Accounts, notes receivable and other - net 4,476 4,464 1,543 2,044 2,925 2,411
Inventories 1,276 1,445 1,276 1,445
Property, plant and equipment - net 1,042 1,041 1,038 1,039 4 2
Equipment on operating leases - net 528 422 528 422
Investment in Case Capital 529 411
Goodwill and intangibles 345 325 345 325
Other assets 919 656 600 496 347 176
---------- --------- ----------- ---------- --------- ------
Total $8,770 $8,461 $5,476 $5,845 $3,843 $3,034
========== ========= =========== ========== ========= ======
- ------------------------------------------------------------------------------------------------------------------------------------
Liabilities and Equity
Current maturities of long-term debt $ 9 $ 5 $ 9 $ 5 $ - $ -
Short-term debt 1,029 2,115 600 920 429 1,195
Accounts payable and other
accrued liabilities 1,278 1,415 1,210 1,373 88 49
Long-term debt 3,671 2,020 990 669 2,681 1,351
Other liabilities 638 490 522 462 116 28
---------- --------- ----------- ---------- --------- ------
Total Liabilities 6,625 6,045 3,331 3,429 3,314 2,623
Equity 2,145 2,416 2,145 2,416 529 411
---------- --------- ----------- ---------- --------- ------
Total $ 8,770 $8,461 $5,476 $5,845 $3,843 $3,034
========== ========= =========== ========== ========= ======
See Notes to Interim Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CASE CORPORATION
REVENUES AND NET SALES
SEPTEMBER 30, 1999
(MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------------- ---------------------------------
% %
1999 1998 CHANGE 1999 1998 CHANGE
---------- --------- --------- --------- --------- ----------
Revenues:
Net sales
Agricultural equipment $ 709 $ 888 -20% $ 2,014 $ 2,687 -25%
Construction equipment 430 530 -19% 1,555 1,674 -7%
---------- --------- --------- ---------
Total net sales 1,139 1,418 -20% 3,569 4,361 -18%
Financial services 120 108 11% 346 264 31%
Other revenues 7 8 -13% 22 24 -8%
---------- --------- --------- ---------
Total revenues $ 1,266 $ 1,534 -17% $ 3,937 $ 4,649 -15%
========== ========= ========= =========
Net sales:
North America $ 461 $ 769 -40% $ 1,830 $ 2,463 -26%
Europe* 520 472 10% 1,341 1,412 -5%
Asia Pacific 88 77 14% 227 222 2%
Latin America 70 100 -30% 171 264 -35%
---------- --------- --------- ---------
Total net sales $ 1,139 $ 1,418 -20% $ 3,569 $ 4,361 -18%
========== ========= ========= =========
* Includes Africa and Middle East
</TABLE>
CASE CORPORATION
Notes to Interim Financial Statements
(1) The accompanying financial statements reflect the consolidated results of
Case Corporation and consolidated subsidiaries ("Case" or "the Company").
The financial information captioned "Case Industrial" in each of the
financial statements includes Case's agricultural and construction
equipment operations, with the Company's wholly owned credit subsidiary
("Case Capital") reflected on the equity basis. The financial information
captioned "Case Capital" reflects the consolidation of Case's credit
subsidiaries. Case Capital provides financing for installment sales
contracts and leases, commercial lending within the equipment industry,
multiple lines of insurance products and offers a private-label credit
card. Certain reclassifications have been made to conform the prior year's
financial statements to the 1999 presentation.
(2) Case Corporation has three reportable operating segments: agricultural
equipment, construction equipment and financial services. Case evaluates
segment performance based on operating earnings. The Company defines
operating earnings as the income of Case Industrial before interest,
taxes, changes in accounting principles and extraordinary items, including
the income of Case Capital on an equity basis. A reconciliation of Case
Industrial's net income to operating earnings is as follows (in millions):
Three Nine
Months Ended Months Ended
September 30, September 30,
------------- -------------
1999 1998 1999 1998
---- ---- ---- ----
Net income (loss) $ (3) $ 63 $(15) $258
Income tax provision (benefit) (42) 17 (50) 86
Interest expense 33 26 98 70
----- ----- ----- -----
Operating earnings (loss) $(12) $106 $ 33 $414
===== ==== ==== ====
<PAGE>
The following summarizes operating earnings by segment (in millions):
Three Nine
Months Ended Months Ended
September 30, September 30,
------------ -------------
1999 1998 1999 1998
---- ---- ---- ----
Agricultural equipment $ (57) $ 31 $ (161) $185
Construction equipment 22 50 130 167
Financial services 23 25 64 62
----- ----- ----- ----
Operating earnings (loss) $ (12) $106 $ 33 $414
====== ==== ====== ====
(3) Case Industrial's effective income tax rate of 39% for the first nine
months of 1999 was higher than the U.S. statutory rate of 35% primarily
due to the reversal of previously recorded global tax reserves, state tax
benefits, recognition of tax benefits from the Company's foreign sales
corporation and research and development tax credits, partially offset by
foreign income taxed at different rates and losses in certain foreign
jurisdictions for which no immediate tax benefit was recognizable. Case
Industrial's effective tax rate of 30% for the first nine months of 1998
reflects the recognition of tax benefits from the Company's foreign sales
corporation, research and development tax credits, and reductions in the
tax valuation reserves in certain foreign jurisdictions, partially offset
by state income taxes and foreign income taxed at different rates.
Case Capital's effective income tax rate of 36% for the first nine months
of 1999 was slightly higher than the U.S. statutory tax rate primarily due
to foreign income taxed at different rates and state income taxes. For the
first nine months of 1998, Case Capital's effective tax rate of 35% was
equal to the U.S. statutory rate.
(4) Earnings (loss) per common share ("EPS")
(in millions, except per share data): Three Nine
Months Ended Months Ended
September 30, September 30,
------------- -------------
1999 1998 1999 1998
---- ---- ---- ----
Basic EPS
Net income (loss) to common $ (3) $ 61 $ (18) $253
Weighted-average shares outstanding-Basic 77.4 72.6 74.5 73.4
Basic EPS $(0.04) $0.84 $(0.24) $3.44
Diluted EPS
Net income (loss) $ (3) $ 63 $ (18) $258
Weighted-average shares outstanding-Diluted 77.4 76.7 74.5 78.0
Diluted EPS * $(0.04) $0.82 $(0.24) $3.30
*Basic and Diluted EPS for the three and nine months ended September 30,
1999 are the same as the securities are antidilutive.
(5) On May 15, 1999, Case Corporation, a Delaware corporation ("Case"), Fiat
S.p.A., a company organized under the laws of Italy, New Holland N.V., a
company organized under the laws of the Netherlands, and Fiat Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary of Fiat
("Merger Sub"), entered into an Agreement and Plan of Merger whereby
Merger Sub will merge (the "Merger") with and into Case, with Case as the
surviving corporation in the Merger (the "Merger Agreement"). At the
effective time of the Merger, each share of Case Common Stock, par value
$0.01 per share, outstanding immediately prior to the effective time of
the Merger will be converted into the right to receive $55 in cash.
Consummation of the Merger is subject to a number of conditions, including
(i) the approval and adoption of the Merger Agreement by the stockholders
of Case entitled to vote thereon, (ii) the expiration of all required
regulatory waiting periods applicable to the Merger, and (iii) certain
other customary conditions.
A Special Meeting of Stockholders was held on August 17, 1999, for the
purpose of considering and voting on a proposal to approve and adopt the
Merger Agreement. The Stockholders of Case Corporation approved the
proposal to approve and adopt the Merger Agreement.
(6) On June 2, 1999, Case called for the redemption of all 1.5 million
outstanding shares of its Series A Cumulative Convertible Preferred Stock
("Series A Preferred Stock") on July 6, 1999. All holders of Series A
Preferred Stock elected to convert each share of such stock into 2.2686
shares of Case Common Stock prior to the time of redemption.
