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 12, 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
On November 12, 1999, a wholly-owned indirect subsidiary of New Holland,
N.V., a company organized under the law of the Netherlands ("New Holland"),
merged with and into the registrant pursuant to an agreement and plan of merger,
dated as of May 15, 1999, by and among the registrant, New Holland, the merging
subsidiary and Fiat S.p.A., a company organized under the laws of Italy. As a
result of the merger, the registrant, as the surviving company, became a
wholly-owned subsidiary of New Holland.
At the effective time of the merger, each share of common stock, par value
$0.01 per share, of the registrant outstanding immediately prior to the
effective time of the merger was converted into the right to receive $55 in
cash.
On November 12, 1999, the registrant issued a press release announcing the
completion of the merger. A copy of that press release is attached hereto as
Exhibit 99 and is hereby incorporated herein by reference.
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Item 7. Financial Statements and Exhibits
(c) Exhibits.
99 Press release of registrant dated November 12, 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 Hallagan
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Name: Kevin Hallagan
Title: Associate General Counsel and
Assistant Secretary
Date: November 15, 1999
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EXHIBIT INDEX
99 Press release of registrant dated November 12, 1999
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EXHIBIT 99: PRESS RELEASE
[LOGO OF CASE CORPORATION]
For more information, contact:
William B. Masterson (262) 636-5793
For Immediate Release
Case Corporation and New Holland Complete Merger
Racine, Wisconsin (November 12, 1999) - Case Corporation (NYSE:CSE) and
New Holland (NYSE:NH) announced that the merger of the two companies has been
completed today. Details concerning the combined company will be released on
Monday, November 15.
The company, which is traded on the New York Stock Exchange, is one of the
largest in the equipment industry with combined 1998 revenue of approximately
$12 billion. The multiple brands and corresponding distribution networks of both
the Case and New Holland organizations will be maintained in the marketplace.
The merger agreement was announced by the two companies in May 1999. In
late October and early November, the merger received clearance from regulatory
agencies in Europe and the United States. Under the terms of the agreement, Case
shareholders, who approved the transaction in August, will receive $55 per
share.
The two companies share long histories in the equipment industry. Case was
founded in 1842 near Racine, Wisconsin, by Jerome Increase Case. The company
first made grain threshing machines. Through expansion and acquisition, the
company developed a broad line of agricultural equipment, while also becoming
the leading supplier of small- to medium-sized construction equipment. Case
Capital, the company's financial services business, began in 1957.
New Holland was formed in 1991 from the merger of Ford New Holland and
Fiat Geotech. Predecessor company Braud began the manufacture of agricultural
equipment in France in 1870, and New Holland Machine Company followed in 1895.
New Holland has rapidly established a significant global presence in
agricultural equipment and a growing presence in the construction equipment
industry.
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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