SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
November 4, 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)
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Item 5. Other Events
On November 4, 1999, the registrant issued a press release announcing that
the U.S. Department of Justice had approved the merger of Case and New Holland
as more fully described in the attached press release, which is filed as Exhibit
99 hereto and is incorporated herein by reference.
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Item 7. Financial Statements and Exhibits
(c) Exhibits.
99 Press release of registrant dated November 4, 1999.
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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: November 5, 1999
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EXHIBIT INDEX
99 Press release of registrant dated November 4, 1999.
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EXHIBIT 99: PRESS RELEASE
[LOGO OF CASE CORPORATION]
For more information, contact:
William B. Masterson (414) 636-5793
For Immediate Release
STATEMENT:
CASE - NEW HOLLAND MERGER APPROVED
BY U.S. DEPARTMENT OF JUSTICE
ANTICIPATED CLOSING DATE SET
November 4, 1999
"With clearance from the United States' Department of Justice, we have now
reached final agreements with the major regulatory agencies, and we are cleared
to proceed with our merger. We have set the anticipated closing date for Friday,
November 12, 1999. Upon completion, the $6 billion deal, which consists of $4.6
billion in equity and $1.4 billion in assumed debt, will create a global leader
in the agricultural equipment, construction equipment and financial services
industries that had combined 1998 revenues of $12 billion.
"In total, the actions included in our agreement with the U.S. Department of
Justice represent approximately 3 percent of the combined company's 1998
revenues and are not expected to materially impact the merged company's results.
Through supply agreements and other options, we intend to maintain a full-line
of products offered by our dealer networks, which is an important element in our
multiple brand, multiple distribution business model. We will begin work
immediately upon close of the merger to develop differentiated product lines for
each brand on a common platform design.
"We are moving quickly to complete the merger of Case and New Holland and then
rapidly begin the integration process that is expected to create $400 to $500
million in annual cost savings after three to four years."
-- Joint Statement by Jean-Pierre Rosso, Chairman and CEO of
Case Corporation (NYSE:CSE), and Umberto Quadrino, Chairman
and CEO of New Holland N.V. (NYSE:NH)
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Background:
o In accordance with the U.S. Department of Justice, Case and
New Holland have agreed to the following:
o Divestiture of Case's ownership interest in Hay & Forage
Industries in Hesston, Kansas, a 50/50 joint venture with Agco
Corporation that produces hay and forage implements.
o Divestiture of New Holland's Versatile four-wheel drive tractor
line and Genesis two-wheel drive tractor line, along with the
Winnepeg, Canada, plant in which they are made. New Holland's
bi-directional tractor, the TV-140, is not included in the
agreement and production will be moved to another facility within
the merged company.
o For each of these products, Case and New Holland will have the
right to negotiate for the purchase of the respective products
from the buyer for a specified period of time. The company's
dealers will also be able to source replacement parts for these
products from either Case or New Holland, respectively, or the
buying company.
o The merger agreement was announced by the two companies in May. Under the
terms of the agreement, Case shareholders, who approved the transaction
in August, will receive $55 per share.
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.
New Holland is a world leader in the design and manufacture of a full line of
agricultural and construction equipment, and offers a rapidly expanding line of
financial services in many of its markets. With revenues of $5.7 billion in
1998, the company and its joint venture partners operate in 160 countries
through a network of approximately 6,100 dealers and distributors.
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