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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) June 2, 1999
CASE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-13098 76-0433811
(Commission File Number) (I.R.S. Employer Identification No.)
700 State Street, Racine, Wisconsin 53404
(Address of Principal Executive Offices) (Zip Code)
(414) 636-6011
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, If Changed Since Last Report)
Page 1 of 7 Pages
(Exhibit Index at Page 5)
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Item 5. Other Events
The press release of registrant dated June 2, 1999, filed as Exhibit 99
hereto and disclosing the registrant's call for redemption of all of its
Series A Cumulative Convertible Preferred Stock issued and outstanding on
July 6, 1999.
2
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Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Exhibit
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99 Press release of registrant dated June 2, 1999.
3
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SIGNATURES
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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Kevin J. Hallagan
Associate General Counsel and
Assistant Secretary
June 3, 1999
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EXHIBIT INDEX
Exhibit No. Description Page
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99 Press release dated June 2, 1999 of Case Corporation. 6
5
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EXHIBIT 99
CASE News Release
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CASE CORPORATION 700 STATE STREET RACINE, WI 53404 U.S.A.
- -HTTP://WWW.CASECORP.COM
For more information, contact:
William B. Masterson (414) 636-5793
For Immediate Release
CASE CORPORATION ANNOUNCES CALL FOR REDEMPTION OF ITS
SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK
Racine, Wisconsin (June 2, 1999) -- Case Corporation (NYSE:CSE) announced
today that it is calling for redemption all 1.5 million outstanding shares of
its Series A Cumulative Convertible Preferred Stock on July 6, 1999. The
preferred stock was issued as part of the capital structure created for Case at
the time of its initial public offering in 1994, and is being redeemed by the
company at the first opportunity under the terms of the issue.
Holders of preferred stock have two options regarding their shares. Holders
may convert each share of preferred stock for 2.2686 shares of Case common
stock. Based upon the closing price of Case common stock on the New York Stock
Exchange on June 1, 1999 ($47.1875), preferred stock holders would receive
common stock valued at $107.04956 for each share of preferred stock. The second
option for preferred stock holders is to accept the company's redemption price
of $51.286 per share of preferred stock, plus accrued and unpaid dividends of
$.0734 per share from July 1, 1999 to the redemption date, for a total
redemption price of $51.3594. The annual dividend on the preferred stock is
$4.50 per share. Case preferred stock holders of record on May 28, 1999, will
receive a second quarter dividend of $1.125 per share for the quarter ended June
30, 1999.
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Case has appointed First Chicago Trust Company of New York as its
Conversion and Redemption Paying Agent. A formal notice of redemption and
detailed procedural information are being sent to all holders of preferred stock
on June 2, 1999. After 5:00 p.m. E.S.T. on July 6, 1999, preferred stock will no
longer be convertible and dividends will cease to accrue thereon.
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.
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