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): August 17, 1999
Case Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13098 76-0433811
(State or other (Commission (IRS Employer
jurisdiction of File 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 August 17, 1999, the registrant issued the press release included as
Exhibit 99 to this report and incorporated by reference herein announcing the
approval by its stockholders of the agreement and plan of merger, dated as of
May 15, 1999, by and among the registrant, Fiat S.p.A., New Holland N.V., and
Fiat Acquisition Corporation, and the transactions contemplated by that
agreement.
-1-
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99 Press release of registrant dated August 17, 1999.
<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: August 18, 1999
<PAGE>
EXHIBIT INDEX
99 Press release of registrant dated August 17, 1999.
<PAGE>
EXHIBIT 99: PRESS RELEASE
[LOGO OF CASE CORPORATION]
FOR IMMEDIATE RELEASE
William B. Masterson
(414) 636-5793
CASE CORPORATION SHAREHOLDERS APPROVE MERGER WITH
NEW HOLLAND
Racine, Wisconsin (August 17, 1999) - Shareholders of Case Corporation (NYSE:
CSE) approved the company's proposed merger with New Holland N.V. (NYSE:NH) at a
special shareholders' meeting held today in Racine, Wisconsin. Approximately 99
percent of shareholders present and voting approved the merger. The number of
shares voting for the merger represents approximately 71 percent of the total
number of shares outstanding and entitled to vote.
The proposed merger between Case and New Holland was announced on May 17, 1999,
and is expected to close in the fourth quarter of this year pending regulatory
approval. Under the terms of the merger agreement, Case shareholders will
receive $55 per share in cash.
"Together, Case and New Holland will create a $12 billion company that will
reach more farm and construction equipment customers that any other company in
the world," Jean-Pierre Rosso, Case Chairman and Chief Executive Officer, told
shareholders. "The merged company will have the size and scope to benefit
customers, employees, shareholders and other partners in ways that would be
beyond the reach of either company alone."
Rosso will serve as chairman and chief executive officer of the merged company.
Case's and New Holland's product line strength, geographic sales distribution
and business mix are highly complementary. The brands of both companies and the
respective distribution networks will be maintained following the merger.
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.
