<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
- -----
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
- -----
OF 1934
For the fiscal year ended December 31, 1998
- -----
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
- -----
ACT OF 1934
Commission file number 333-04963
------------------------------------
CASE CORPORATION RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
CASE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 76-0433811
(State of Incorporation) (I.R.S. Employer Identification Number)
700 State Street
Racine, Wisconsin 53404
414-636-6011
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
================================================================================
<PAGE>
Item 1. Financial Statements and Exhibits
---------------------------------
Listed below are the financial statements and exhibits filed as a
part of this annual report:
(a) Financial Statements-
(i) Report of Independent Public Accountants
(ii) Statements of Net Assets Available for Benefits With
Fund Information: As of December 31, 1998 and 1997
(iii) Statement of Changes in Net Assets Available for
Benefits With Fund Information: For the Year Ended
December 31, 1998
(iv) Notes to Financial Statements
(v) Supplemental Schedules:
Schedule I - Item 27(a): Schedule of Assets Held for
Investment Purposes
Schedule II - Item 27(d): Schedule of Reportable
Transactions
(b) Exhibit-
(i) Exhibit 1 - Consent of Independent Public Accountants
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
CASE CORPORATION
RETIREMENT SAVINGS PLAN
By ________________________________
Marc J. Castor
Vice President, Human Resources
Date: June 11, 1999
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997
-----------------------------------------------------
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------------------
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
FINANCIAL STATEMENTS
--------------------
DECEMBER 31, 1998 AND 1997
--------------------------
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits With Fund Information
- December 31, 1998 and 1997
Statement of Changes in Net Assets Available for Benefits With Fund
Information - For the Year Ended December 31, 1998
NOTES TO FINANCIAL STATEMENTS
SUPPLEMENTAL SCHEDULES
Schedule I - Item 27(a) - Schedule of Assets Held for Investment Purposes
Schedule II - Item 27(d) - Schedule of Reportable Transactions
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrator of the
Case Corporation Retirement Savings Plan
We have audited the accompanying statements of net assets available for plan
benefits, with fund information, of THE CASE CORPORATION RETIREMENT SAVINGS PLAN
as of December 31, 1998 and 1997 and the related statement of changes in net
assets available for plan benefits, with fund information, for the year ended
December 31, 1998. These financial statements and the supplemental schedules, as
listed in the accompanying table of contents, are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and supplemental schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits, with fund
information, of the Plan as of December 31, 1998 and 1997 and the changes in its
net assets available for plan benefits, with fund information, for the year
ended December 31, 1998 in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the Plan's
basic financial statements taken as a whole. The supplemental schedules, as
listed in the accompanying table of contents, are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of Labor
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The fund information in the statements of net
assets available for plan benefits and the statement of changes in net assets
available for plan benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and changes in
net assets available for plan benefits of each fund. The supplemental schedules
and fund information have been subjected to the auditing procedures applied in
the audits of the basic financial statements, and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
June 11, 1999.
<PAGE>
CASE CORPORATION
----------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
AS OF DECEMBER 31, 1998
-----------------------
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------
Northern Trust BZW BZW
Collective Barclays Capital Barclays
Short-Term U.S. Debt Guardian U.S. U.S. Equity
Investment Fund Index Fund Balanced Fund Index Fund
--------------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
ASSETS
------
Cash and cash equivalents $ 120,518,715 $ 3 $ 13 $ 22
Investments, at Fair Market Value - 11,502,182 43,195,001 74,654,578
Loans to Participants - - - -
Employer's Contribution Receivable 8,276,044 - - -
Investment Income Receivable 255,842 - - -
------------------ ---------------- ------------------ ----------------
Total Assets 129,050,601 11,502,185 43,195,014 74,654,600
LIABILITIES
-----------
Accounts Payable 27,163 2,690 9,580 16,285
------------------ ---------------- ------------------ ----------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 129,023,438 $ 11,499,495 $ 43,185,434 $ 74,638,315
================== ================ ================== ================
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION
----------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
AS OF DECEMBER 31, 1998
-----------------------
(Continued)
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------
Neuberger Capital
& Guardian Metropolitan
Berman Putnam OTC U.S. Small Life Group Merrill Lynch
Manhattan Emerging Capitalization Annuity Preservation
Trust Growth Fund Fund Contracts Trust
--------------- ----------------- ----------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 10 $ 24 $ 10 $ - $ 652
Investments, at Fair Market Value 24,205,266 61,457,761 23,232,701 - 21,673,288
Loans to Participants - - - - -
Employer's Contribution Receivable - - - - -
Investment Income Receivable - - - - 115,241
--------------- ----------------- ----------------- ------------ -------------
Total Assets 24,205,276 61,457,785 23,232,711 - 21,789,181
LIABILITIES
Accounts Payable 621 1,164 5,130 - 615
--------------- ----------------- ----------------- ------------ -------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 24,204,655 $ 61,456,621 $ 23,227,581 $ - $21,788,566
=============== ================= =============== ============ ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION
----------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
AS OF DECEMBER 31, 1998
-----------------------
(Continued)
<TABLE>
<CAPTION>
Non-Participant
Participant Directed Directed
--------------------------------------------------------------------- -------------
BZW MAS
Barclays Value
Templeton Extended Market Portfolio Participant
Foreign Equity Index Adviser Case Stock Loans &
Fund Fund Fund Fund Other
---------- ----------------- --------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS
------
Cash and cash equivalents $ 5 $ 17 $ 75 $ 346,711 $ 2,150,648
Investments, at Fair Market Value 9,125,674 1,467,665 1,426,069 40,125,119 82,386
Loans to Participants - - - - 7,796,111
Employer's Contribution Receivable - - - 617,691 -
Investment Income Receivable - - - 92,512 10,399
------------ ----------------- --------------- --------------- -------------
Total Assets 9,125,679 1,467,682 1,426,144 41,182,033 10,039,544
LIABILITIES
-----------
Accounts Payable 2,365 536 275 11,370 1,031,108
------------ ----------------- --------------- --------------- -------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 9,123,314 $ 1,467,146 $ 1,425,869 $ 41,170,663 $ 9,008,436
============ ================= =============== =============== ==============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION
----------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
AS OF DECEMBER 31, 1998
-----------------------
(Continued)
<TABLE>
<CAPTION>
Total
-------------------------
<S> <C>
ASSETS
------
Cash and cash equivalents $ 123,016,905
Investments, at Fair Market Value 312,147,690
Loans to Participants 7,796,111
Employer's Contribution Receivable 8,893,735
Investment Income Receivable 473,994
-------------------------
Total Assets 452,328,435
LIABILITIES
Accounts Payable 1,108,902
-------------------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 451,219,533
======================
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION
----------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
AS OF DECEMBER 31, 1997
-----------------------
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------
Northern Trust BZW BZW
Collective Barclays Capital Barclays
Short-Term U.S. Debt Guardian U.S. U.S. Equity
Investment Fund Index Fund Balanced Fund Index Fund
--------------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 118,852,267 $ - $ - $ -
Investments, at Fair Market Value - 7,430,021 36,047,617 53,618,453
Loans to Participants - - - -
Employer's Contribution Receivable 8,596,424 121,393 426,649 698,421
Investment Income Receivable 241,358 - - -
--------------------- ---------------- ------------------ ----------------
Total Assets 127,690,049 7,551,414 36,474,266 54,316,874
LIABILITIES
Accounts Payable 27,797 1,917 8,047 11,988
--------------------- ---------------- ------------------ ----------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 127,662,252 $ 7,549,497 $ 36,466,219 $ 54,304,886
===================== ================ ================== ================
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION
----------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
AS OF DECEMBER 31, 1997
-----------------------
(Continued)
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------
Neuberger & Capital Guardian Metropolitan
Berman Putnam OTC U.S. Small Life Group
Manhattan Emerging Capitalization Annuity
Trust Growth Fund Fund Contracts
--------------- --------------- -------------------- ----------------
<S> <C> <C> <C> <C>
ASSETS
------
Cash and cash equivalents $ - $ - $ - $ -
Investments, at Fair Market Value 21,165,740 57,290,014 23,974,032 15,521,492
Loans to Participants - - - -
Employer's Contribution Receivable 272,600 941,022 350,461 143
Investment Income Receivable - - - -
--------------- --------------- -------------------- ----------------
Total Assets 21,438,340 58,231,036 24,324,493 15,521,635
LIABILITIES
-----------
Accounts Payable 600 1,235 5,390 525
--------------- --------------- -------------------- ----------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 21,437,740 $ 58,229,801 $ 24,319,103 $ 15,521,110
=============== =============== ==================== ================
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION
----------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
AS OF DECEMBER 31, 1997
-----------------------
(Continued)
<TABLE>
<CAPTION>
Non-Participant
Participant Directed Directed
------------------------------------- ----------------
Templeton Participant
Foreign Case Stock Loans &
Fund Fund Other Total
----------------- ----------------- ---------------- ------------------
ASSETS
------
<S> <C> <C> <C> <C>
Cash and cash equivalents $ - $ 441,287 $ 621,409 $ 119,914,963
Investments, at Fair Market Value 11,270,429 59,463,248 - 285,781,046
Loans to Participants - - 7,031,526 7,031,526
Employer's Contribution Receivable 182,140 72,970 - 11,662,223
Investment Income Receivable - 51,191 5,760 298,309
----------------- ----------------- ---------------- ------------------
Total Assets 11,452,569 60,028,696 7,658,695 424,688,067
LIABILITIES
-----------
Accounts Payable 2,832 15,097 765,764 841,192
----------------- ----------------- ---------------- ------------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 11,449,737 $ 60,013,599 $ 6,892,931 $ 423,846,875
================= ================= ================ ==================
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION
----------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- -------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------
Northern Trust BZW BZW
Collective Barclays Capital Barclays
Short-Term U.S. Debt Guardian U.S. Equity Index
Investment Fund Index Fund Balanced Fund Fund
--------------- ------------- --------------- ----------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Net Appreciation (Depreciation)
in the Fair Value of Investments $ 3,330,417 $ 759,957 $ 5,472,755 $ 15,945,335
Investment Income
Interest Income 3,453,659 3 13 22
Dividend Income - - - -
--------------- ------------- --------------- ----------------
3,453,659 3 13 22
--------------- ------------- --------------- ----------------
Contributions
Employer's Contributions 8,276,782 - - -
Participants' Contributions 4,635,245 667,250 2,298,671 3,932,625
--------------- ------------- --------------- ----------------
12,912,027 667,250 2,298,671 3,932,625
--------------- ------------- --------------- ----------------
Total Additions 19,696,103 1,427,210 7,771,439 19,877,982
--------------- ------------- --------------- ----------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits Paid to Participants 8,500,729 163,265 1,028,290 1,490,923
Administrative Expenses 569,736 27,974 111,051 173,946
--------------- ------------- --------------- ----------------
Total Deductions 9,070,465 191,239 1,139,341 1,664,869
--------------- ------------- --------------- ----------------
Net Increase (Decrease) 10,625,638 1,235,971 6,632,098 18,213,113
TRANSFERS BETWEEN FUNDS (9,264,452) 2,714,027 87,117 2,120,316
TRANSFERS FROM OTHER PLANS - - - -
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Beginning of Year 127,662,252 7,549,497 36,466,219 54,304,886
--------------- ------------- --------------- ----------------
End of Year $ 129,023,438 $ 11,499,495 $ 43,185,434 $ 74,638,315
=============== ============= =============== ================
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION
----------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- -------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
(Continued)
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------
Capital
Neuberger & Guardian Metropolitan
Berman Putnam OTC U.S. Small Life Group
Manhattan Emerging Capitalization Annuity
Trust Growth Fund Fund Contracts
------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Net Appreciation (Depreciation)
in the Fair Value of Investments $ 2,016,299 $ 6,020,790 $ 430,705 $ -
Investment Income
Interest Income 10 24 10 773,955
Dividend Income 1,182,124 - - -
------------- ------------- -------------- ---------------
1,182,134 24 10 773,955
------------- ------------- -------------- ---------------
Contributions
Employer's Contributions - - - -
Participants' Contributions 1,571,596 4,744,187 1,917,968 833,447
------------- ------------- -------------- ---------------
1,571,596 4,744,187 1,917,968 833,447
------------- ------------- -------------- ---------------
Total Additions 4,770,029 10,765,001 2,348,683 1,607,402
------------- ------------- -------------- ---------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits Paid to Participants 454,748 1,458,553 421,852 217,674
Administrative Expenses 7,443 14,660 67,851 3,650
------------- ------------- -------------- ---------------
Total Deductions 462,191 1,473,213 489,703 221,324
------------- ------------- -------------- ---------------
Net Increase (Decrease) 4,307,838 9,291,788 1,858,980 1,386,078
TRANSFERS BETWEEN FUNDS (1,540,923) (6,064,968) (2,950,502) (16,907,188)
TRANSFERS FROM OTHER PLANS - - - -
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Beginning of Year 21,437,740 58,229,801 24,319,103 15,521,110
------------- ------------- -------------- ---------------
End of Year $ 24,204,655 $ 61,456,621 $ 23,227,581 $ -
============= ============= ============== ===============
<CAPTION>
-------------
Merrill
Lynch
Preservation
Trust
-------------
<S> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Net Appreciation (Depreciation)
in the Fair Value of Investments $ -
Investment Income
Interest Income 506,048
Dividend Income -
-------------
506,048
Contributions -------------
Employer's Contributions -
Participants' Contributions 599,306
-------------
599,306
-------------
Total Additions 1,105,354
-------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits Paid to Participants 289,857
Administrative Expenses 2,552
-------------
Total Deductions 292,409
-------------
Net Increase (Decrease) 812,945
TRANSFERS BETWEEN FUNDS 20,975,621
TRANSFERS FROM OTHER PLANS -
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Beginning of Year -
-------------
End of Year $ 21,788,566
=============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION
----------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- -------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
(Continued)
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------
BZW
Barclays MAS
Extended Value
Templeton Market Portfolio
Foreign Equity Index Adviser Case Stock
Fund Fund Fund Fund
---------------- ---------------- ------------------ -----------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Net Appreciation (Depreciation)
in the Fair Value of Investments $ (852,599) $ 65,563 $ (77,637) $ (46,568,900)
Investment Income
Interest Income 5 17 75 29,445
Dividend Income 251,066 - 16,654 271,111
---------------- ---------------- ------------------ -----------------
251,071 17 16,729 300,556
---------------- ---------------- ------------------ -----------------
Contributions
Employer's Contributions - - - 15,193,949
Participants' Contributions 969,811 142,442 151,798 322,044
---------------- ---------------- ------------------ -----------------
969,811 142,442 151,798 15,515,993
---------------- ---------------- ------------------ -----------------
Total Additions 368,283 208,022 90,890 (30,752,351)
---------------- ---------------- ------------------ -----------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits Paid to Participants 188,195 10,246 8,321 1,113,267
Administrative Expenses 31,765 6,004 3,158 177,584
---------------- ---------------- ------------------ -----------------
Total Deductions 219,960 16,250 11,479 1,290,851
---------------- ---------------- ------------------ -----------------
Net Increase (Decrease) 148,323 191,772 79,411 (32,043,202)
TRANSFERS BETWEEN FUNDS (2,474,746) 1,275,374 1,346,458 13,200,266
TRANSFERS FROM OTHER PLANS - - - -
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Beginning of Year 11,449,737 - - 60,013,599
---------------- ---------------- ------------------ -----------------
End of Year $ 9,123,314 $ 1,467,146 $ 1,425,869 $ 41,170,663
================ ================= ================== =================
<CAPTION>
Non-Participant
Directed
----------------
Participant
Loans &
Other
----------------
<S> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Net Appreciation (Depreciation)
in the Fair Value of Investment $ -
Investment Income
Interest Income 828,673
Dividend Income -
----------------
828,673
Contributions
Employer's Contributions -
Participants' Contributions 1,536,509
----------------
1,536,509
----------------
Total Additions 2,365,182
----------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits Paid to Participants 281,311
Administrative Expenses -
----------------
Total Deductions 281,311
----------------
Net Increase (Decrease) 2,083,871
TRANSFERS BETWEEN FUNDS (2,516,400)
TRANSFERS FROM OTHER PLANS 2,548,034
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Beginning of Year 6,892,931
----------------
End of Year $ 9,008,436
================
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION
----------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- -------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
(Continued)
<TABLE>
<CAPTION>
Total
--------------
<S> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Net Appreciation (Depreciation)
in the Fair Value of Investments $ (13,457,315)
Investment Income
Interest Income 5,591,959
Dividend Income 1,720,955
--------------
7,312,914
Contributions
Employer's Contributions 23,494,882
Participants' Contributions 24,298,748
--------------
47,793,630
--------------
Total Additions 41,649,229
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits Paid to Participants 15,627,231
Administrative Expenses 1,197,374
--------------
Total Deductions 16,824,605
Net Increase (Decrease) 24,824,624
TRANSFERS BETWEEN FUNDS -
TRANSFERS FROM OTHER PLANS 2,548,034
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Beginning of Year 423,846,875
--------------
End of Year $ 451,219,533
==============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------
1. Description of the Plan
-----------------------
The following description of the Case Corporation (the "Company")
Retirement Savings Plan (the "Plan") provides only general information.
Participants should refer to the Plan Agreement for a more complete
description of the Plan's provisions.
a. General
-------
The Plan is a defined contribution plan covering all employees of the
Company who are neither leased employees nor represented by a
collective bargaining unit (unless the collective bargaining agreement
stipulates participation). Participants are eligible to make
contributions to the Plan upon date of hire, however, Company
contributions do not begin until after participants have completed one
year of qualified service. The Plan was established on July 1, 1994,
and complies with Sections 401(a), 401(k) and 401(m) of the Internal
Revenue Code. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
b. Contributions
-------------
The following is a brief description of the contributions applicable
to various segments of participants:
<TABLE>
<CAPTION>
Participant Company
----------- -------
<S> <C> <C>
Salaried (excluding sales Ranges from 0% to 100% match on the first 8%
representatives at a maximum of 10% of participant contributions
Company-owned stores, of eligible compensation
Concord, Midwest
Consulting Services, DMI, Tyler
and Bor-Mor)
Salaried (excluding 4% of participant's
Concord, Midwest eligible compensation
Consulting Services, DMI, Tyler
and Bor-Mor)
Salaried (excluding Discretionary profit
Concord, Midwest sharing ranging from
Consulting Services, DMI, Tyler 0 to 8% of eligible
and Bor-Mor) compensation
Midwest Consulting Ranges from 0% to None
Services and Concord Plant a maximum of 15%
of eligible compensation
Midwest Consulting 3% of participant's
Services and Concord Plant eligible compensation
Wichita Plant Ranges from 0% to 100% match of participant
a maximum of 8% contributions to a maximum
of eligible compensation of 7% of eligible compensation
</TABLE>
-1-
<PAGE>
<TABLE>
<CAPTION>
Participant Company
----------- -------
<S> <C> <C>
Steiger Plant Ranges from 0% to None
a maximum of 25% of
eligible compensation
United Auto Ranges from 0% to a Negotiated cents per
Workers maximum of 25% of hour factor times
(UAW)* eligible compensation annual hours worked
United Auto Ranges from 0% to a 25% on the first 6%
Workers maximum of 23% of of participant contributions
(UAW)** eligible compensation
Tyler and Bor-Mor Ranges from 0% to 50% on the first 4%
to a maximum of 20% of of participant contributions
eligible compensation
2% of participant's
eligible compensation
DMI Ranges from 0% to 50% on the first 6%
a maximum of 15% of of participant contributions
eligible compensation
3% of participant's
eligible compensation
Discretionary profit sharing
ranging from 0 to 6% of
eligible compensation
</TABLE>
*Hired before 3/30/98
**Hired on or after 3/30/98
The Company's matching contribution is made in the form of Case
Corporation stock. Under the Plan, the Company's fixed contributions
are made to the Northern Trust Collective Short-Term Investment Fund
and may be redirected by the participant to any of the other
investment fund options other than the Case Stock Fund. The Company's
discretionary profit sharing contribution is allocated to the same
investment options as the participant directed contributions. There
was no Company profit sharing contribution for 1998. For 1997, the
Company profit sharing contribution was $4,432,380 or 2.5% of
participant's base salary. The applicable cents per hour factor
relevant to United Automobile, Aerospace and Agricultural Implement
Workers of America (the "UAW") participants was $.38 and $.36,
respectively, for the years ending December 31, 1998 and 1997. Tax
deferred savings contributions are limited to $10,000 and $9,500,
respectively, for the years ended December 31, 1998 and 1997, subject
to any adjustment made in accordance with Section 402 of the Internal
Revenue Code.
c. Vesting
-------
Participants are immediately vested in their contributions plus actual
earnings thereon. Participants employed by the Company as of June 30,
1994, are 100% vested in the Company's matching, fixed and
discretionary contributions and the related earnings thereon. Salaried
and Wichita plant participants hired subsequent to that date and
Midwest Consulting Services, Concord plant, Fargo plant, Tyler plant,
Bor-Mor plant, and DMI plant participants are fully vested in the
Company's contributions after five or more years of service, except as
follows:
. Fargo ITS (Valley City) participants employed by the Company on
6/30/96 are 100% vested in the Company's contributions they are
eligible for and the related earnings thereon
. Concord and Midwest Consulting Services participants employed by
the Company on 12/31/96 are 100% vested in the Company's
contributions they are eligible for and the related earnings
thereon
. Tyler and Bor-Mor participants employed by the Company on 9/30/98
are 100% vested in the Company's contributions they are eligible
for and the related earnings thereon
-2-
<PAGE>
. DMI participants employed by the Company on 11/2/98 are 100%
vested in the Company's contributions they are eligible for and
the related earnings thereon
A UAW participant's interest in his account is fully vested and non-
forfeitable at all times.
d. Investment Options
------------------
Participants may direct their tax deferred savings contributions and
Company discretionary contributions in any one or more of twelve
investment options below. Participants may direct the Company fixed
contribution in any one or more of the investment options below except
the Case Stock Fund:
1. Northern Trust Collective Short-Term Investment Fund
This fund invests in a portfolio of high-grade money market
instruments with short maturities, as well as a guaranteed
investment contract with an insurance company.
2. BZW Barclays U.S. Debt Index Fund
This fund is composed primarily of U.S. government and corporate
bonds, and also includes asset-backed securities and high quality
mortgage pass-throughs.
3. Capital Guardian U.S. Balanced Fund
This fund invests in U.S. stocks and bonds.
4. BZW Barclays Equity Index Fund
This fund invests in a broad range of U.S. common stocks.
5. Neuberger & Berman Manhattan Trust
This fund is composed primarily of common stocks and securities
convertible into or exchangeable for common stock. Preferred
stocks and debt securities may also be held.
6. Putnam OTC Emerging Growth Fund
This fund invests in common stocks of small- to medium-sized
emerging-growth companies traded in the over-the-counter ("OTC")
market. The fund may invest up to 20% of its assets in
international securities.
7. Capital Guardian U.S. Small Capitalization Fund
This fund is invested primarily in equity securities of companies
with capital between $50 and $750 million at time of purchase.
-3-
<PAGE>
8. Merrill Lynch Retirement Preservation Trust Fund
This fund invests primarily in a broadly diversified portfolio of
Guaranteed Investment Contracts and in obligations of U.S.
government and government securities. The Trust also invests in
high-quality money market securities.
9. Templeton Foreign Fund
This fund is invested primarily in stocks and debt obligations of
companies and governments outside the United States.
10. BZW Barclays Extended Market Equity Index Fund
This fund is invested in more than 2,000 stocks of small- and
medium-sized U.S. companies. Its long-term objective is to earn
high returns that reflect the growth potential of these
companies.
11. MAS Value Portfolio Adviser Fund
This fund is invested in common stocks of companies with market
capitalizations greater than $300 million. It seeks undervalued,
dividend-paying stocks, based on value measures such as P/E and
P/B ratios, though the fund may invest in non-dividend paying
stocks if conditions warrant. It is authorized to engage in
options and futures strategies. This fund is designed for
institutional investors.
12. Case Stock Fund
This fund consists almost solely of Case Corporation common
stock.
All Company matching contributions are invested in the Case Stock
Fund. Two additional investment funds exist, however, not all
participants may direct their contributions into these options. No new
contributions may be directed to the Tenneco Stock Fund, which
consists of Tenneco Inc. common stock and short-term investments which
were transferred to this Plan from a predecessor plan in 1994.
Effective December 15, 1997, the Tenneco Stock Fund was eliminated as
an investment option. Any participant account balances that had not
been transferred from the Tenneco Stock Fund prior to December 31,
1997, were transferred to the Money Market Demand Account within the
Northern Trust Collective Short-Term Investment Fund. The Metropolitan
Life Insurance Group Annuity Contracts Fund, which consisted of a
guaranteed investment contract that was redeemed in July 1998, was
available only to employees represented by a collective bargaining
unit. The proceeds from the redemption of the Metropolitan Life
Insurance Group Annuity Contracts Fund was then invested in the
Merrill Lynch Preservation Trust Fund which is available to all
employees.
e. Loans to Participants
---------------------
Participants may borrow from their accounts a minimum of $1,000 up to
a maximum equal to the lesser of $50,000 or 50 percent of their vested
account balance. Loan terms range from one to five years, or up to 15
years for the purchase of a primary residence. The loans are secured
by the balance of the participant's account and bear interest at
market rates as determined by the Plan administrator. The interest
rates on loans outstanding at December 31, 1998 and 1997 ranged from
7% to 11%.
-4-
<PAGE>
f. Payment of Benefits
-------------------
On termination of service, a participant may receive the value of the
vested interest in his or her account under a variety of payment
options. Participants may elect to have the portion of their accounts
invested in the Case Stock Fund distributed in either stock or cash.
g. Forfeitures
-----------
Forfeited nonvested accounts will be used to reduce future Company
contributions. During 1998 and 1997, the forfeited nonvested accounts
used for this purpose totaled $0 and $12,970, respectively. At
December 31, 1998 and 1997, forfeited nonvested accounts totaled
$989,225 and $268,285, respectively.
2. Transfer of Assets
------------------
Effective October 1, 1998, the bor-mor, Inc. Employee Savings Plan ("bor-
mor Plan") began participating in the Plan. The bor-mor Plan was then
terminated and the remaining assets were transferred to the Plan. Asset
transfers totaling $42,127 were made in December 1998, with an additional
$200,244 being transferred in 1999.
Effective October 1, 1998, the Tyler 401(k) Retirement Savings Plan ("Tyler
Plan") began participating in the Plan. The Tyler Plan was then terminated
and the remaining assets were transferred to the Plan. During November
1998, $2,505,907 in asset transfers were received.
Effective November 1, 1998, the DMI, Inc. 401(k) Profit Sharing Plan ("DMI
Plan") began participating in the Plan. The DMI Plan was then terminated
and the remaining assets were transferred to the Plan. However, the asset
transfers did not occur until 1999.
Effective January 31, 1997, the Concord Savings and Retirement Plan
("Concord Plan") began participating in the Plan. The Concord Plan was then
terminated and the remaining assets were transferred to the Plan. Asset
transfers in 1997 totaled $465,333.
Effective August 3, 1998, rollover contributions into the Plan are
permitted. Participant after-tax contributions into the Plan are not
permitted.
3. Summary of Significant Accounting Policies
------------------------------------------
Financial Statements
--------------------
The Plan's financial statements have been prepared on the accrual basis of
accounting.
Certain reclassifications have been made to conform prior years' financial
statements to the 1998 presentation.
Accounting Estimates
--------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan's administrator to make
estimates and assumptions that affect the accompanying financial
statements. Actual results could differ from these estimates.
-5-
<PAGE>
4. Trustee
--------
The trustee of the Plan is The Northern Trust Company (the "Trustee").
Hewitt Associates maintains records of individual account balances for each
participant.
5. Investments
-----------
Investments are stated at fair market value as determined by the Trustee by
reference to published market data, except for the guaranteed investment
contracts that are benefit responsive as defined by SOP 94-4 ("Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and Defined
Contribution Pension Plans") and are stated at contract value as determined
by the Trustee. Under the terms of the investment contracts, the crediting
interest rate is determined semi-annually based on the insurance company's
applicable rate schedule. The crediting interest rates ranged from 6.65% to
6.75% as of December 31, 1997. The fair value of the investment contracts
as of December 31, 1997 was $19,660,185. No guranteed investment contracts
were held directly by the Plan as of December 31, 1998.
The Merrill Lynch Retirement Preservation Trust consists primarily of
guaranteed investment contracts (GIC), separate account portfolios (SAP),
synthetic guaranteed investment contracts (SYN). The crediting interest
rates for investment contracts ranged from 4.66% to 9.50% as of December
31, 1998. The fund"s blended rate of return for the year was 6.48% in 1998.
The crediting rates for certain GIC, SAP, and SYN contracts are reset
periodically and are based on the market value of the underlying portfolio
of assets backing these contracts. Inputs used to determine the crediting
rate include each contract's portfolio market value, current yield-to-
maturity, duration (i.e., weighted average life), and market value relative
to contract value.
The contract values of investment contracts held by the Merrill Lynch
Retirement Preservation Trust as of December 31, 1998 are as follows:
<TABLE>
<CAPTION>
$
(000's)
---------
<S> <C>
Guaranteed Investment Contracts 930,800
Separate Account Guaranteed Investment Contracts 246,872
Synthetic Guaranteed Investment Contracts 3,060,589
</TABLE>
GIC and SAP contracts are stated at amortized cost (contract value) which
approximates fair market value. The fair market value of SYN contracts at
December 31, 1998 was approximately $3.1 billion. The Plan held
approximately 0.5% of the outstanding units of the Merrill Lynch
Preservation Trust at December 31, 1998.
The Northern Trust Short-term Investment Fund held GICs for investment
purposes as of December 31, 1998. The crediting interest rates for these
investment contracts ranged from 5.27% to 6.03%. The fund's blended rate of
return for the year was 5.6% for 1998.
The crediting rates for certain GICs are reset periodically and are based
on the market value of the underlying portfolio of assets backing these
contracts. Inputs used to determine the crediting rate include each
contract's portfolio market value, current yield-to-maturity, duration
(i.e., weighted average life), and market value relative to contract value.
The contract value of GICs, which approximates fair value, in the Northern
Trust Short-term Investment Fund as of December 31, 1998 is $2,065,300,000.
The Plan held approximately 0.5% of the outstanding units of the Northern
Trust Short-term Investment Fund at December 31, 1998.
The Trustee of the Plan holds the Plan's investments and executes
transactions therein.
-6-
<PAGE>
The Plan's investments are valued daily, and units which reflect the daily
valuations are assigned to participants. At the Plan's inception, all
investment options were assigned a unit value of $10.00, with the exception
of the Northern Trust Collective Short-Term Investment Fund, the
Metropolitan Life Insurance Group Annuity Contracts, and the Merrill Lynch
Preservation Trust Fund which were assigned a unit value of $1.00. The
number of units outstanding and the net asset value per unit as of December
31, 1998, is as follows:
<TABLE>
<CAPTION>
Net Asset
Fund # of Units $ Value per Unit Market Value
---- ------------ ---------------- ---------------
<S> <C> <C> <C>
Capital Guardian U.S. Balanced Fund 2,078,681.49 20.78 $43,195,001.36
Capital Guradian U.S. Small
Capitalization Tax-Exempt Trust 1,243,055.17 18.69 23,232,701.12
Case Corporation Common Stock 1,843,324 21.8125 40,207,504.75
Merrill Lynch Preservation Trust Fund 21,673,288.17 1.00 21,673,288.17
Neuberger & Berman Manhattan Trust Fund 1,616,918.22 14.97 24,205,265.75
Northern Trust Collective Short-Term
Investment Fund 39,876,079.75 1.5559 62,043,192.48
Northern Trust Collective Short-Term
Investment Fund - Money Market
Demand Account 60,973,712.48 1.00 60,973,712.48
Putnam OTC Emerging Growth Fund 3,562,768.74 17.25 61,457,760.76
BZW Barclays Daily U.S. Debt Index Fund 815,757.61 14.10 11,502,182.30
BZW Barclays Daily U.S. Equity Index Fund 2,221,862.44 33.60 74,654,577.98
BZW Barclays Extended Market Equity
Index Fund 71,838.72 20.43 1,467,665.05
MAS Value Portfolio Adviser Fund 98,826.69 14.43 1,426,069.14
Templeton Foreign Fund 1,087,684.62 8.39 9,125,673.96
---------------
Total $435,164,594.70
===============
</TABLE>
The number of units outstanding and the net asset value per unit as of December
31, 1997, was as follows:
<TABLE>
<CAPTION>
Net Asset
Fund # of Units $ Value per Unit Market Value
---- ------------ ---------------- ---------------
<S> <C> <C> <C>
Capital Guardian U.S. Balanced Fund 1,995,992.06 18.06 $36,047,616.60
Capital Guradian U.S. Small
Capitalization Tax-Exempt Trust 1,312,207.59 18.27 23,974,032.66
Case Corporation Common Stock 983,880 60.4375 59,463,247.50
Metropolitan Life Insurance Group
Annuity Contracts 19,174,375.62 1.00 19,174,375.62
Neuberger & Berman Manhattan
Trust Fund 1,556,304.37 13.60 21,165,739.43
Northern Trust Collective Short-Term
Investment Fund 38,589,588.38 1.471 56,765,284.50
Northern Trust Collective Short-Term
Investment Fund - Money Market
Demand Account 59,496,795.66 1.00 59,496,795.66
Putnam OTC Emerging Growth Fund 3,556,177.15 16.11 57,290,013.88
BZW Barclays Daily U.S. Debt Index Fund 572,420.67 12.98 7,430,020.30
BZW Barclays Daily U.S. Equity Index Fund 2,051,988.28 26.13 53,618,453.75
Templeton Foreign Fund 1,132,706.43 9.95 11,270,428.97
---------------
Total $405,696,008.50
===============
</TABLE>
Net realized/unrealized gains(losses) on the Plan's investments during
1998 are included in "Net Investment Appreciation (Depreciation) in the
Fair Value of Investments".
-7-
<PAGE>
The market value of the assets held in the Trust as of December 31, as
certified by the Trustee are:
<TABLE>
<CAPTION>
Asset Type 1998 1997
---------- ---- ----
<S> <C> <C>
Short-Term Investments $123,016,905 $116,262,080
Mortgages, Notes, and Contracts 33,175,470 26,604,396
Common Stock 278,972,220 262,829,533
------------ ------------
Total Assets $435,164,595 $405,696,009
============ ============
</TABLE>
Income/(loss) for the year ended December 31, is allocated to the investment
types as follows:
<TABLE>
<CAPTION>
Asset Type 1998
---------- ----
<S> <C>
Short-Term Investments $ 7,642,371
Mortgages, Notes, and Contracts 2,039,960
Common Stock (15,826,732)
---------------
Total income/(loss) $ (6,144,401)
===============
</TABLE>
6. Income Tax Status
-----------------
The plan has obtained a determination letter from the Internal Revenue
Service dated February 13, 1998, approving the Plan as qualified for tax-
exempt status. It is management's opinion that no event has occurred that
would disqualify the Plan's tax-exempt status.
7. Related Party Transactions
--------------------------
Administrative fees are borne by the Plan.
The Plan periodically invests in common funds managed by the Trustee.
The above transactions are not considered prohibited transactions by
statutory exemptions under the ERISA regulations.
8. Plan Termination
----------------
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
9. Subsequent Event
----------------
On May 15, 1999, Case, Fiat S.p.A., a company organized under the laws of
Italy ("Fiat"), 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 common
stock, par value $0.01 per share, of Case common stock 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 (1) the adoption of the Merger Agreement by
the stockholders of Case entitled to vote thereon, (2) the expiration of all
required regulatory waiting periods applicable to the Merger, and (3) other
customary conditions.
-8-
<PAGE>
SCHEDULE I
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
DECEMBER 31, 1998
-----------------
Item 27(a) - Schedule of Assets Held for Investment Purposes
------------------------------------------------------------
<TABLE>
<CAPTION>
Identity of Issuer Description Cost Current Value
---------------------- ------------------------ ---------------- ---------------
<S> <C> <C> <C>
* Case Corporation Case Corporation $ 7,796,111.13 $ 7,796,111.13
Retirement Savings Participant Loans
Plan (Interest rates ranging
from 7% to 11%)
Capital Guardian Capital Guardian U.S. $ 28,395,552.02 $ 43,195,001.36
Investments Balanced Fund
Capital Guardian Capital Guardian U.S. $ 19,019,614.99 $ 23,232,701.13
Investments Small Capitalization
Tax-Exempt Trust
* Case Corporation Case Corporation $ 69,038,661.94 $ 40,207,504.75
Common Stock
Merrill Lynch Merrill Lynch $ 21,673,288.17 $ 21,673,288.17
Retirement
Preservation Trust
Neuberger & Berman Neuberger & Berman $ 21,593,634.01 $ 24,205,265.75
Management, Inc. Manhattan Trust Fund
* Northern Trust Northern Trust $ 60,973,712.48 $ 60,973,712.48
Corporation Collective Short-
Term Investment Fund
* Northern Trust Northern Trust $ 52,947,490.64 $ 62,043,192.48
Corporation Collective Short-
Term Investment Fund
Putnam Investments Putnam OTC $ 51,073,796.42 $ 61,457,760.77
Emerging Growth Fund
</TABLE>
*Represents a party in interest.
<PAGE>
SCHEDULE I (Continued)
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
DECEMBER 31, 1998
-----------------
Item 27(a) - Schedule of Assets Held for Investment Purposes
------------------------------------------------------------
<TABLE>
<CAPTION>
Identity of Issuer Description Cost Current Value
---------------------- ------------------------ ---------------- ----------------
<S> <C> <C> <C>
Barclays Global BZW Barclays Daily $ 10,183,860.96 $ 11,502,182.30
Investors U.S. Debt Index Fund
Barclays Global BZW Barclays Daily $ 46,457,342.03 $ 74,654,577.98
Investors U.S. Equity Index Fund
Barclays Global BZW Barclays Extended $ 1,382,513.63 $ 1,467,665.05
Investors Market Equity Index Fund
Miller Anderson MAS Value Portfolio $ 1,715,805.15 $ 1,426,069.14
Adviser Fund
Franklin Templeton Templeton $ 10,984,007.10 $ 9,125,673.96
Foreign Fund
---------------- -----------------
$403,235,390.20 $442,960,705.80
================ =================
</TABLE>
<PAGE>
SCHEDULE II
CASE CORPORATION RETIREMENT SAVINGS PLAN
----------------------------------------
DECEMBER 31, 1998
-----------------
Item 27(d) - Schedule of Reportable Transactions
------------------------------------------------
<TABLE>
<CAPTION>
Identity Purchase Selling Cost of Current Net
Of Issuer Description Price Price Expenses Asset Value Gain (Loss)
- ------------- --------------- -------------- ------------- -------------- ---------------- ------------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Putnam Putnam OTC $ 16.1475 N/A N/A $ 15,262,116 $ 15,262,116 N/A
Investments Emerging
Growth
Fund
(111
Purchases)
Putnam Putnam OTC N/A $ 16.1875 N/A $ 13,285,112 $ 15,193,165 $ 1,908,053
Investments Emerging
Growth
Fund
(140
Sales)
Metropolitan Metropolitan $ 1.00 N/A N/A $ 19,144,290 $ 19,144,290 N/A
Life Life
Insurance Contract
Company (66
Purchases)
Metropolitan Metropolitan N/A $ 1.00 N/A $ 19,144,290 $ 19,144,290 N/A
Life Life
Insurance Contract
Company (55
Sales)
Merrill Merrill $ 1.00 N/A N/A $ 25,006,433 $ 25,006,433 N/A
Lynch Lynch
Retirement
Preservation
Trust
(68
Purchases)
Merrill Merrill N/A $ 1.00 N/A $ 3,333,145 $ 3,333,145 N/A
Lynch Lynch
Retirement
Preservation
Trust
(61
Sales)
Case Case $ 34.1400 N/A N/A $ 19,931,917 $ 19,931,917 N/A
Corporation Corporation
Common
Stock
(80
Purchases)
Case Case N/A $ 48.4566 $ N/A $ 5,387,170 $ 6,433,626 $ 1,046,456
Corporation Corporation
Common
Stock
(34
Sales)
Barclays BZW $ 29.2724 N/A N/A $ 18,981,702 $ 18,981,702 N/A
Global Barclays
Investors Daily
U.S.
Equity
Index
Fund
(154
Purchases)
</TABLE>
<PAGE>
SCHEDULE II
(Continued)
<TABLE>
<CAPTION>
Identity Purchase Selling Cost of Current Net
Of Issuer Description Price Price Expenses Asset Value Gain (Loss)
- --------- ----------- -------- ------- -------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Barclays BZW Barclays N/A $ 29.2091 N/A $ 9,448,391 $ 13,890,913 $ 4,442,522
Global Daily U.S. Equity
Investors Index Fund
(98 Sales)
Northern Northern Trust $ 1.00 N/A N/A $167,038,943 $ 167,038,943 N/A
Trust Collective
Corporation Short-Term
Investment Fund
(375 Purchases)
Northern Northern Trust N/A $ 1.00 N/A $165,448,618 $ 165,448,618 N/A
Trust Collective
Corporation Short-Term
Investment Fund
(374 Sales)
Northern Northern Trust $ 1.00 N/A N/A $ 58,893,140 $ 58,893,140 N/A
Trust Collective
Corporation Short-Term
Investment Fund
(1 Purchase)
Northern Northern N/A $ 1.00 N/A $ 58,642,738 $ 58,642,738 N/A
Trust Collective
Corporation Short-Term
Investment Fund
(1 Sale)
</TABLE>
<PAGE>
EXHIBIT 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 11-K, into the previously filed Case Corporation S-
8 Registration Statement (No. 333-04963) for the Case Corporation Retirement
Savings Plan.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin.
June 11, 1999.
