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 15, 1999
Case Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13098 76-0433811
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
700 State Street, Racine, Wisconsin 53404
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(Address of principal executive offices) (zip code)
(262) 636-6011
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(Registrant's telephone number, including area code)
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Item 5. Other Events
CNH Global N.V. ("CNH"), the indirect parent company of the registrant,
issued three press releases relating to the completion of the merger between the
registrant and a wholly-owned indirect subsidiary of CNH and also to certain
post-merger business issues. These press releases are attached hereto as
Exhibits 99.1 through 99.3 and are hereby incorporated herein by reference.
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<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release of registrant dated November 15, 1999
99.2 Press release of registrant dated November 15, 1999
99.3 Press release of registrant dated November 15, 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
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Name: Kevin J. Hallagan
Title: Associate General Counsel and
Assistant Secretary
Date: November 16, 1999
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<PAGE>
EXHIBIT INDEX
99.1 Press release of registrant dated November 15, 1999
99.2 Press release of registrant dated November 15, 1999
99.3 Press release of registrant dated November 15, 1999
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EXHIBIT 99.1: PRESS RELEASE
[LOGO OF CNH GLOBAL N.V.]
News Release
For more information contact:
Bill Masterson 1.262.636.5793
Jeffrey T. Walsh 44.181.479.8809
For Immediate Release
CNH Created from Case and New Holland Merger;
Begins Trading Today on NYSE as CNH
New York (November 15, 1999) - CNH (N:CNH), the company created from the
merger of Case Corporation and New Holland, will begin trading today on the New
York Stock Exchange as CNH. With combined revenues of approximately $12 billion
in 1998, CNH builds and markets several of the world's leading brands of
agricultural and construction equipment and is among the world's largest
equipment financing companies.
"CNH is focused on generating value for all of its stakeholders," said
Jean-Pierre Rosso, CNH chairman and chief executive officer. "Customers will
continue to derive value from the brands they are loyal to, employees and
dealers will share in a global enterprise that will invest in the future, and
shareholders will benefit from a company that has a broad presence in geographic
and product market segments.
"We have a world of opportunity before us," Rosso added. "We intend to grow
our combined business in established and developing markets, while aggressively
reducing costs through process improvements and increased efficiencies. Our
integration plans are progressing, and we will begin implementing them
immediately to realize the $400 to $500 million in annual savings over the next
three to four years that we have identified."
The company plans to operate under a multiple brand, multiple distribution
business model. It will maintain its various agricultural equipment,
construction equipment and financial services brands and corresponding
distribution networks. Going forward, the company intends to design and build
its products on common platforms, but with differentiated features that appeal
to specific customer groups under the company's multiple brands. Financial
services products also will be offered under each of the brand organizations.
CNH is committed to value creation for its stakeholders through a
combination of continuous growth and cost management. The company expects to
realize significant synergies as a result of the merger, coming from four
primary areas: purchasing and logistics; research and development; selling,
general and administrative; and industrial restructuring. The annual savings are
expected to be approximately $130 million in 2000 and grow to $400 to $500
million within the next three to four years.
The company said it will account for the merger under the purchase method.
As a result, assets and liabilities will be revalued and the remaining purchase
price will be allocated to goodwill and intangibles.
With strong global brands, CNH Global N.V. is a leader in the agricultural
equipment, construction equipment and financial services industries and had
combined 1998 revenues of approximately $12 billion. CNH is the number one
manufacturer of agricultural tractors and combines in the world, the third
largest maker of construction equipment and has one of the largest equipment
finance companies in the world. Based in the United States, CNH has operations
in 16 countries and sells its products in 160 markets through a network of more
than 10,000 dealers and distributors. CNH products are sold under the following
brands: Case, Case IH, Fermec, Fiatallis, Fiat-Hitachi, Link-Belt, New Holland,
O&K and Steyr.
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EXHIBIT 99.2: PRESS RELEASE
[LOGO OF CNH GLOBAL N.V.]
News Release
For more information contact:
Bill Masterson 1.262.636.5793
Jeffrey T. Walsh 44.181.479.8809
For Immediate Release
CNH Names Board of Directors
Racine, Wisconsin (November 15, 1999) - CNH (N:CNH), the company formed by
the merger of Case Corporation and New Holland, announced its Board of Directors
today, which includes a number of board members from the previous companies. The
company, which is incorporated in The Netherlands, began trading on the New York
Stock Exchange today as CNH.
The nine-member board includes: Pei-yuan Chia, former vice chairman,
Citicorp and Citibank, N.A.; Alfredo Diana, formerly the Italian Minister of
Agriculture; Katherine M. Hudson, president and chief executive officer, Brady
Company; Kenneth Lipper, chairman, Lipper and Company, LP; James L.C. Provan,
member of the European Parliament; Paolo Cantarella, chief executive officer,
Fiat S.p.A; Damien Clermont, chief financial officer, Fiat S.p.A.; Jean-Pierre
Rosso, chairman and chief executive officer, CNH; and Umberto Quadrino,
co-chairman of CNH.
"We are pleased to have a very strong board that demonstrates the company's
commitment to creating exceptional value for our shareholders," said Jean-Pierre
Rosso, CNH chairman and chief executive officer. "With a broad range of
background and experience, this Board will provide outstanding leadership and
counsel as we move forward."
CNH Board Members' Backgrounds
Chia served as a director of Case Corporation since 1997. He was
previously vice chairman of Citicorp, and its principal subsidiary, Citibank,
N.A., between 1994 and 1996. Diana previously served as a director of New
Holland. Diana holds the following positions, president of the Italian
Federation of Cavalieri del Lavoro; Italian governor of the International
Foundation of Agricultural Development; and president of the National Council
for Forests and Wood.
Hudson has served as a director of Case Corporation since March 1996. She
is president and chief executive officer of Brady Company, a manufacturer of
coated and industrial identification products. Lipper previously served as a
director of New Holland since October 1996. He is the chairman of Lipper and
Company, LP, a privately held investment management and banking firm. Provan
served as a director of New Holland since April 1996. He is a member of the
European Parliament, where he has served on the Agricultural and Rural Affairs
Committee and the Transport and Tourism Committee.
Cantarella served as a director of New Holland since April 1996. He is the
chief executive officer of the Fiat Group. Clermont has been chief financial
officer of Fiat since July 1999. He also served as senior vice president,
Planning and Strategy of Fiat.
Rosso also serves as chief executive officer of CNH. Prior to his position
with CNH, Rosso served as chairman and chief executive officer of Case
Corporation since June 1994. Quadrino previously held the position of chairman,
president and chief executive officer and was a director of New Holland since
September 1996.
With strong global brands, CNH is a leader in the agricultural equipment,
construction equipment and financial services industries and had combined 1998
revenues of approximately $12 billion. CNH is the number one manufacturer of
agricultural tractors and combines in the world, the third largest maker of
construction equipment and has one of the largest equipment finance companies in
the world. Based in the United States, CNH has operations in 16 countries and
sells its products in 160 markets through a network of more than 10,000 dealers
and distributors. CNH products are sold under the following brands: Case, Case
IH, Fermec, Fiatallis, Fiat-Hitachi, Link-Belt, New Holland, O&K and Steyr.
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EXHIBIT 99.3: PRESS RELEASE
[LOGO OF CNH GLOBAL N.V.]
News Release
For more information contact:
Bill Masterson 1.262.636.5793
Jeffrey T. Walsh 44.181.479.8809
For Immediate Release
CNH Names Senior Management Team
Steven G. Lamb Named President
and Chief Operating Officer
Ted R. French Appointed President, Financial Services
and Chief Financial Officer
Racine, Wisconsin (November 15, 1999) - CNH (N:CNH), the company created
from the merger of Case Corporation and New Holland, today announced that Steven
G. Lamb has been named president and chief operating officer. In addition, Ted
R. French was appointed president, financial services, and chief financial
officer. In the May 1999 announcement in which the two companies agreed to
merge, Jean-Pierre Rosso was named chairman and chief executive officer of the
company and Umberto Quadrino was named co-chairman for a transition period to
support the integration of the two companies.
The company also announced several other members of its management team.
They include: Fausto Lanfranco, president, Worldwide Construction Equipment
Business, Andrew E. Graves, president, CNH Capital Corporation; William T.
Kennedy, president, New Holland Agricultural Business; Leopold Plattner,
president, Case IH Agricultural Business; and Harold D. Boyanovsky,
president, Worldwide Agricultural Equipment Products.
In addition, Rafael Ansorena has been named senior vice president for New
Holland's construction equipment business and Jim McCullough has been appointed
senior vice president for Case's construction equipment business. Both Ansorena
and McCullough will report to Lanfranco.
"The CNH management team reflects the best talent from both organizations,"
said Rosso. "They have tremendous global perspective, business acumen and
management skills and are well-equipped to successfully lead the company. We are
fortunate to have such top caliber people."
Rosso previously served as chairman and chief executive officer of Case
Corporation, and Quadrino was chairman, president and chief executive officer of
New Holland. Lamb was president and chief operating officer of Case, and French
was president, Financial Services, and chief financial officer of Case.
Boyanovsky previously served as senior vice president and general manager,
North American Region, for Case. Graves was president, Case Capital. Kennedy
previously served as executive vice president and chief marketing officer, New
Holland. Lanfranco served as senior vice president, Construction Equipment, New
Holland. Plattner served as president, Case Europe.
With strong global brands, CNH is a leader in the agricultural equipment,
construction equipment and financial services industries and had combined 1998
revenues of approximately $12 billion. CNH is the number one manufacturer of
agricultural tractors and combines in the world, the third largest maker of
construction equipment and has one of the largest equipment finance companies in
the world. Based in the United States, CNH has operations in 16 countries and
sells its products in 160 markets through a network of more than 10,000 dealers
and distributors. CNH products are sold under the following brands: Case, Case
IH, Fermec, Fiatallis, Fiat-Hitachi, Link-Belt, New Holland, O&K and Steyr.
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