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) March 8, 1999
CASE RECEIVABLES II INC.
(Exact Name of Registrant as Specified in Charter)
33-99298
(Commission File Number)
76-0439709
(I.R.S. Employer Identification No.)
475 Half Day Road, Lincolnshire, Illinois 60069
(Address of Principal Executive Offices) (Zip Code)
(847) 955-0228
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events
On March 8, 1999, the registrant made available to prospective
investors a term sheet (the "Term Sheet") setting forth a description of
the initial collateral pool and the proposed structure for the issuance of
$759,500,000 aggregate principal amount of asset-backed notes by Case
Equipment Receivables Trust 1999-A. The Term Sheet is attached hereto as
Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
Exhibit 99 Term Sheet dated March 8, 1999 of Case Equipment
Receivables Trust 1999-A
<PAGE>
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 RECEIVABLES II INC.
(Registrant)
Dated: March 9, 1999 By: /s/ Ralph Than
---------------------
Ralph Than
<PAGE>
Exhibit Index
Exhibit 99 Term Sheet dated March 8, 1999 of Case Equipment
Receivables Trust 1999-A
SUBJECT TO REVISION
TERM SHEET DATED MARCH 8, 1999
$759,500,000 Asset Backed Notes
Case Equipment Receivables Trust 1999-A
Issuer
Case Receivables II Inc.
Seller
Case Credit Corporation
Servicer
Attached is a preliminary term sheet describing the structure, collateral
pool and certain aspects of the Case Equipment Receivables Trust 1999-A.
The term sheet has been prepared by the Seller for informational purposes
only and is subject to modification or change. The information and
assumptions contained in the term sheet are preliminary and will be
superseded in their entirety by a final prospectus supplement and by any
other additional information subsequently filed with the Securities and
Exchange Commission (the "Commission") or incorporated by reference in the
relevant registration statement. In addition, the attached term sheet
supersedes any prior or similar term sheet.
None of the underwriters named below and none of their respective
affiliates makes any representation as to the accuracy or completeness of
any of the information set forth in the attached term sheet. This cover
sheet is not a part of the term sheet.
The registration statement (including a base prospectus) relating to the
trust has been filed with the Commission and has been declared effective.
The final prospectus supplement and prospectus relating to the securities
to be issued by the trust will be filed after the securities have been
priced and all of the terms and information are finalized. This
communication is not an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of the securities of the trust in any state
in which such offer, solicitation or sale would be unlawful before the
registration or qualification under the securities laws of any such state.
Interested persons are referred to the prospectus and prospectus
supplement. Any investment decision should be based upon the information in
the final prospectus supplement and prospectus as of their publication
date. Sales of the securities to be offered by the trust may not be
consummated unless the purchaser has received both the final prospectus
supplement and the prospectus. The securities to be offered by the trust
under the prospectus and the prospectus supplement have not been approved
or disapproved by the Commission or any state securities commission; any
representation to the contrary is a criminal offense.
Underwriters of the Class A Notes
Credit Suisse First Boston
Chase Securities Inc.
First Chicago Capital Markets, Inc.
Merrill Lynch & Co.
NationsBanc Montgomery Securities LLC
Salomon Smith Barney
Underwriters of the Class B Notes
Credit Suisse First Boston Merrill Lynch & Co.
<PAGE>
$759,500,000 Asset Backed Notes
Case Equipment Receivables Trust 1999-A
Subject to Revision
TERM SHEET
Issuer.....................Case Equipment Receivables Trust 1999-A, a Delaware
business trust.
Seller.....................Case Receivables II Inc. (the "Seller"), a Delaware
corporation and a wholly-owned subsidiary of Case
Credit Corporation.
Servicer...................Case Credit Corporation, a Delaware corporation.
Indenture Trustee..........Harris Trust and Savings Bank.
Trustee....................The Bank of New York.
The Notes:
A. The Class A Notes.......$ 75,550,000 Class A-1 _____% Asset Backed Notes
(the "A-1 Notes").
$294,000,000 Class A-2 _____% Asset Backed Notes
(the "A-2 Notes").
$137,000,000 Class A-3 _____% Asset Backed Notes
(the "A-3 Notes").
$221,950,000 Class A-4 _____% Asset Backed Notes
(the "A-4 Notes" and, with the A-1 Notes, A-2
Notes and A-3 Notes, the "Class A Notes").
B. The Class B Notes.......$31,000,000 Class B _____% Asset Backed Notes
(the "Class B Notes," and, with the Class A Notes,
the "Notes"). The Notes and the Certificates are
collectively called the "Securities."
The Receivables............The Receivables consist of retail installment
sale contracts or loans (the "Retail
Installment Contracts") secured by new or
used agricultural, construction or other
equipment (including forestry equipment) and
leases ("Leases" and together with the Retail
Installment Contracts, the "Contracts") of
similar equipment, including rights to
receive certain payments made with respect to
such Receivables, and security or ownership
interests in the equipment financed under the
Receivables, and the proceeds thereof. On the
closing date, the trust will purchase
Contracts (the "Initial Receivables") with a
fixed rate of interest that have an aggregate
Contract Value of $399,849,962.72 as of
February 28, 1999 (the "Initial Cutoff
Date").
All of the Leases to be included in the trust are
of a type referred to by Case Credit as Full
Payout Leases. "Full Payout Leases" are
Leases that give the lessee the option to
purchase the leased equipment for $1 or less
at the end of the lease term. If a lessee
does not elect to purchase the leased
equipment, then the Dealer that originated
the Lease is required to do so and is
entitled to obtain the equipment from the
lessee. In no case will the trust (or Case
Credit, as Servicer)
page 2
<PAGE>
obtain possession of any leased equipment or be
entitled to the proceeds from the sale of
such equipment unless the equipment is
repossessed in a default situation.
For law purposes, the Full Payout Leases are
"leases intended as security" (often called
"finance leases"), rather than true leases.
As a result, with respect to matters relating
to security interests in the related Financed
Equipment and remedies on default, the Full
Payout Leases are very similar to Retail
Installment Contracts.
As used herein: "Contract Value" of the
Receivables is generally equivalent to their
principal balance and is defined, as of any
calculation date (including the Initial
Cutoff Date), as the present value of the
scheduled and unpaid payments on the
Receivables discounted monthly at an annual
rate equal to (a) in the case of the Initial
Receivables, 8.519%, which is the weighted
average APR of the Initial Receivables as of
the Initial Cutoff Date (the "Initial Cutoff
Date APR") and (b) in the case of the
Subsequent Receivables, the weighted average
APR of the Subsequent Receivables sold as of
the applicable Subsequent Cutoff Date (the
"Subsequent Cutoff Date APR").
The trust will be obligated to purchase,
subject only to the availability thereof,
additional Contracts (the "Subsequent
Receivables") from time to time during the
Funding Period having an aggregate Contract
Value of $375,150,037.28, such amount being
equal to the amount on deposit in a
Pre-Funding Account (the "Pre-Funding
Account") on the Closing Date (the "Initial
Pre-Funded Amount"). It is expected that
Subsequent Receivables will be conveyed to
the trust monthly on dates specified by the
Seller (each date on which Subsequent
Receivables are conveyed being referred to as
a "Subsequent Transfer Date") occurring
during the Funding Period, with such
transfers being given effect as of the close
of business on the last day of the preceding
calendar month (each, a "Subsequent Cutoff
Date"). The Subsequent Receivables together
with the Initial Receivables are referred to
herein as the "Receivables." The "Funding
Period" means the period from and including
the closing date until the earliest of: (a)
the first Payment Date on which the amount on
deposit in the Pre-Funding Account (after
giving effect to any transfers therefrom in
connection with the transfer of Subsequent
Receivables to the trust on or before such
Determination Date) is less than $100,000,
(b) the occurrence of an event of default or
a servicer default, (c) the occurrence of
certain events of insolvency with respect to
the Seller or the Servicer and (d) the close
of business on the September, 1999 Payment Date.
<PAGE>
Terms of the Notes:
A. Interest Payments.......The A-1 Notes and the A-2 Notes will bear
interest at a fixed rate per annum,
calculated on the basis of the actual number
of days in the applicable interest period and
a 360-day year. The A-3 Notes, A-4 Notes and
Class B Notes will each bear interest at a
fixed rate per annum, calculated on the basis
of a 360-day year of twelve 30-day months.
Interest on the Notes will be payable on the
fifteenth day of each calendar month or, if
any such date is not a business day, on the
next business day (each, a "Payment Date"),
commencing on April 15, 1999, except that
interest on the A-1 Notes will also be paid
on April 7, 2000 (the "Special Payment Date")
if any A-1 Notes remain outstanding after the
March 2000 Payment Date. Interest on the
Class B Notes will not be paid on any Payment
Date unless interest payments on the Class A
Notes for such Payment Date have been paid in
full. If the amount of interest on the Class
A Notes payable on any Payment Date exceeds the
amounts available on such date, the Class A
Noteholders will receive their ratable share
(based upon the total amount of interest due
to each of them) of the amount available to
be distributed in respect of interest on the
Class A Notes.
page 3
<PAGE>
B. Principal Payments......The principal of the Class A Notes will be
payable on each Payment Date, to the extent
of funds available therefor, in an amount
generally equal to the Class A Noteholders'
Monthly Principal Distributable Amount to the
holders of the various Classes of Class A
Notes, sequentially, so that no principal
will be paid on any Class of Class A Notes
until each Class of Class A Notes with a
lower numerical designation has been paid in
full (e.g., no principal will be paid on the
A-2 Notes until the A-1 Notes have been paid
in full). However, the final payment of
principal on the A-1 Notes will be payable on
the Special Payment Date. The principal of
the Class B Notes will be payable on each
Payment Date, to the extent of funds
available therefor, in an amount generally
equal to the Class B Noteholders' Monthly
Principal Distributable Amount; provided,
that no principal payments will be made with
respect to the Class B Notes on any Payment
Date until all amounts payable with respect
to the Class A Notes on that Payment Date
have been paid in full.
As used herein, with respect to any Payment Date:
"Class A Noteholders' Monthly Principal
Distributable Amount" means, with respect to
any payment date until the payment date on
which the outstanding amount of the Class A
Notes has been reduced to zero, the Principal
Distributable Amount minus the Class B
Noteholders' Adjusted Principal Distributable
Amount.
"Class B Noteholders' Principal Carryover
Shortfall" means, with respect to any payment
date, the excess of the Class B Noteholders'
Monthly Principal Distributable Amount for
the preceding payment date over the amount
that was actually deposited in the Note
Distribution Account in respect of principal
of the Class B Notes on such preceding
Payment Date.
"Class B Noteholders' Adjusted Principal
Distributable Amount" means, with respect to
each payment date, an amount equal to the
excess, if any, of: (a) the outstanding
amount of the Class B Notes on the related
record date minus any Class B Noteholders'
Principal Carryover Shortfall over (b) the
Initial Class B Percentage of the sum of the
outstanding Pool Balance and the Pre-Funded
Amount as of the beginning of the current
Collection Period; provided, however, that if
on the related Record Date any principal of
the A-1 Notes remains outstanding, then the
Class B Noteholders' Adjusted Principal
Distributable Amount for such payment date
shall not exceed an amount equal to the
aggregate unscheduled principal payments on
the Receivables received during the related
Collection Period. Notwithstanding the above,
on and after the payment date on which the
Class A Notes are reduced to zero, the Class
B Noteholders' Adjusted Principal
Distributable Amount shall be the Principal
Distributable Amount less the amount
necessary to reduce the Class A Notes to
zero.
page 4
<PAGE>
"Class B Noteholders' Monthly Principal
Distributable Amount" means, with respect to
any payment date, the sum of (a) the Class B
Noteholders' Adjusted Principal Distributable
Amount for such payment date and (b) the
Class B Noteholders' Principal Carryover
Shortfall for such payment date; provided,
however, that the sum of clauses (a) and (b)
shall not exceed the outstanding amount of
the Class B Notes, and, on the Final
Scheduled Maturity Date, the Class B
Noteholders' Monthly Principal Distributable
Amount will include the amount, to the extent
of available funds, necessary to reduce the
outstanding amount of the Class B Notes to
zero.
"Initial Class B Percentage" means 4.0%.
"Principal Carryover Shortfall" means, with
respect to each payment date, the excess of
the Principal Distributable Amount for the
preceding payment date over the amount that
was actually deposited in the Note
Distribution Account in respect of principal
of the Notes on such preceding payment date.
"Principal Distributable Amount" means, with
respect to each payment date, the sum of (a)
the Principal Distribution Amount plus (b)
the Principal Carryover Shortfall.
"Principal Distribution Amount" means, with
respect to any Payment Date, the amount (not
less than zero) equal to (i) the sum of the
Contract Value of all Receivables and the
Pre-Funded Amount as of the beginning of the
immediately preceding Collection Period less
(ii) the sum of the Contract Value of all
Receivables and the Pre-Funded Amount as of
the beginning of the current Collection
Period.
The outstanding principal amount, if any, of
the A-1 Notes, the A-2 Notes and the A-3
Notes will be payable in full on April 7,
2000, the September, 2002 Payment Date and
the July, 2003 Payment Date, respectively, in
each case from funds available therefor. The
outstanding principal amount, if any, of the
A-4 Notes and the Class B Notes will be
payable in full on the August, 2005 Payment
Date (the "Final Scheduled Maturity Date"),
in each case from funds available therefor.
C. Optional Redemption.....The remaining Notes may be prepaid in whole,
but not in part, at a price equal to the
unpaid principal balance of such Notes plus
accrued and unpaid interest thereon, on the
Payment Date on which the Servicer exercises
its clean-up call with respect to the
Receivables. The Servicer may exercise its
clean-up call when the Pool Balance declines
to 10% or less of the Initial Pool Balance.
As used herein, the "Pool Balance" means the
sum of the aggregate Contract Values of the
Receivables at the beginning of a collection
period, after giving effect to all payments
received from obligors and certain amounts to
be remitted by the Servicer and the Seller
for the purchase of Receivables, as the case
may be, with respect to the preceding
collection period and all losses realized on
Receivables liquidated during such preceding
<PAGE>
collection period; and "Initial Pool Balance"
means the sum of: (a) the Pool Balance as of
the Initial Cutoff Date plus (b) the
aggregate Contract Value of all Subsequent
Receivables sold to the trust as of their
respective Subsequent Cutoff Dates.
Other Securities...........In addition to the Notes, the trust will also
issue $15,500,000 ___ % Asset Backed
Certificates (the "Certificates"). The
Certificates will not be publicly offered.
The Certificates will bear interest at a fixed
rate per annum (except that during the
Funding Period no interest will accrue on the
pre-funded portion of the Certificates). No
principal with respect to the Certificates
will be distributable until the Notes have
been repaid in full.
page 5
<PAGE>
Pre-Funding Account........The amount on deposit in the Pre-Funding
Account (the "Pre-Funded Amount") will
initially equal the Initial Pre-Funded Amount
of $375,150,037.28, and, during the Funding
Period, will be reduced by the amount thereof
used to purchase Subsequent Receivables and
deposited in the Yield Supplement Account or
Spread Account.
Negative Carry Account.....In order to maintain
the rating of the Notes at their initial
levels, the Servicer will establish and
maintain in the name of the Indenture Trustee
an account (the "Negative Carry Account") for
the benefit of the Noteholders. The Negative
Carry Account will be created with an initial
deposit by the Seller.
Yield Supplement Account...In order to maintain the rating of the Notes at
their initial levels, the Servicer will
establish and maintain in the name of the
Indenture Trustee an account (the "Yield
Supplement Account") for the benefit of the
Noteholders. However, no deposit is required
to be made into the Yield Supplement Account
on or before the closing date. After the
closing date, deposits will only be required
to be made into the Yield Supplement Account
on Subsequent Transfer Dates and then only if
the Required Yield Supplement Account Balance
determined for the subject Subsequent
Transfer Date is greater than zero. On each
Subsequent Transfer Date, cash or eligible
investments having a value equal to any
positive Required Yield Supplement Balance
for such Subsequent Transfer Date (minus any
amount then on deposit in the Yield
Supplement Account) will be withdrawn from
the Pre-Funding Account and deposited in the
Yield Supplement Account.
Prior to each Payment Date, the Servicer will
calculate an amount (the "Available Yield
Supplement Amount") equal to the Maximum
Yield Supplement Amount for all Receivables
that were liquidated or prepaid during the
related collection period, as calculated for
each such Receivable immediately prior to
such liquidation or prepayment. On each
Payment Date, funds on deposit in the Yield
Supplement Account in an amount up to the
Available Yield Supplement Amount will be
made available to cover any shortfalls in
distributions to Noteholders before any
withdrawal is made from the Spread Account.
Funds on deposit in the Yield Supplement
Account may be withdrawn and paid to the
Seller on any day if each of the rating
agencies for the Notes has confirmed that
such action will not result in a withdrawal
or downgrade of its rating of any class of
Notes.
"Required Yield Supplement Account Balance"
means, for any Subsequent Transfer Date, the
excess, if any, of (a) the sum of the Maximum
Yield Supplement Amounts for each Receivable
as of the end of the prior collection period
(or the applicable Subsequent Transfer Cutoff
Date for Subsequent Receivables being
transferred on that Subsequent Transfer
Date), over (b) the Expected Excess Spread.
<PAGE>
"Maximum Yield Supplement Amount" for each
Receivable is equal to the difference (if
positive) between (A) the present value of
the scheduled and unpaid payments on the
Receivable discounted monthly at an annual
rate equal to the Initial Cutoff Date APR or
the Subsequent Cutoff Date APR, as
applicable, minus (B) the present value of
the scheduled and unpaid payments on the
Receivable discounted monthly at an annual
rate equal to its individual APR.
page 6
<PAGE>
"Expected Excess Spread" means, for any
Subsequent Transfer Date, an amount
determined by the Servicer to represent
excess cash flows from the Receivables that
can reasonably be expected to be available to
cover Maximum Yield Supplement Amounts,
provided that each of the rating agencies for
the Notes has confirmed that use of such
amount determined by the Servicer in
calculating the Required Yield Supplement
Balance for the Subsequent Transfer Date will
not result in a withdrawal or downgrade of
its rating of any class of Notes.
Spread Account.............The Servicer will establish and maintain in the
name of the Indenture Trustee a collateral
account (the "Spread Account") into which
funds will be deposited from time to time.
Funds on deposit in the Spread Account will
be available on each Payment Date to cover
shortfalls in distributions of interest and
principal on the Notes. Funds on deposit in
the Spread Account will not be used to cover
shortfalls in any distributions on the
Certificates. The Spread Account will be
created with an initial deposit by the Seller
of $7,996,999.25. On each Subsequent Transfer
Date, cash or eligible investments having a
value approximately equal to 2.00% of the
aggregate Contract Value of the Subsequent
Receivables conveyed to the trust on such
Subsequent Transfer Date will be withdrawn
from the Pre-Funding Account and deposited in
the Spread Account.
Amounts in the Spread Account on any Payment
Date (after giving effect to all
distributions to be made on such Payment
Date) in excess of the lesser of: (a) 2.00%
of the Initial Pool Balance and (b) the Note
Balance will be distributed to the Seller.
Priority of Distributions...Collections on the Receivables with respect to
each collection period will be applied on the
related Payment Date in the priority
indicated below:
(i) accrued and unpaid Administration
Fees through the end of the related
Collection Period;
(ii) accrued and unpaid interest on the
Class A Notes;
(iii) accrued and unpaid interest on the
Class B Notes;
(iv) the Principal Distribution Amount to
pay principal:
o to the extent of the Class A
Noteholders'
Monthly Principal Distributable
Amount, 100% to the holders of
the various Classes of Class A Notes,
sequentially, so that no principal
will be paid on any Class of Class A
Notes until each Class of Class A
Notes with a lower numerical
designation has been paid in full
(e.g., no principal will be paid on
the Class A-2 Notes until the Class
A-1 Notes have been paid in full);
o to the extent of the Class B
Noteholders' Monthly Principal
Distributable Amount, to the
holders of the Class B Notes
until paid in full;
<PAGE>
(v) to the Spread Account, to the extent
necessary so that the balance on
deposit therein will not be less than
the Specified Spread Account Balance;
(vi) to the Yield Supplement Account, to
the extent necessary so that the
balance on deposit therein will
not be less than the Required Yield
Supplement Account Balance;
(vii) accrued and unpaid interest on the
Certificates;
(viii) the Certificateholders' Principal
Distributable Amount;
(ix) accrued and unpaid Servicing Fees
through the end of the related
Collection Period, except that if
neither Case Credit nor any of
its affiliates is the Servicer, the
amounts described in this clause will
be paid prior to any other application
of funds on deposit in the Collection
Account; and
(x) the remaining balance, if any, to the
Seller.
After an Event of Default and acceleration of the
Notes (and, if any Notes remain outstanding, on
and after the Final Scheduled Maturity Date),
principal payments will be made first to Class A
Noteholders ratably according to the amounts due
on the Class A Notes for principal and then to
the Class B Noteholders until the outstanding
principal amount of the Class B Notes has been
paid in full.
page 7
<PAGE>
As used herein:
"Certificateholders' Principal Distributable
Amount" means, on any payment date, the
remainder, if any, of the Principal
Distributable Amount for that payment date
after subtracting the Class A Noteholders'
Monthly Principal Distributable Amount and
the Class B Noteholders' Monthly Principal
Distributable Amount; provided that (a) in
no event shall the Certificateholders'
Principal Distributable Amount exceed the
outstanding principal amount of
Certificates, and (b) on the Final Scheduled
Maturity Date, the Certificateholders'
Principal Distributable Amount will include
the amount, to the extent of available
funds, necessary to reduce the outstanding
principal amount of Certificates to zero.
Tax Status.................It is contemplated that the Notes will be
characterized as debt for Federal income tax
purposes and the trust will not be
characterized as an association (or a
publicly traded partnership) taxable as a
corporation.
ERISA Considerations.......Subject to certain considerations, it is
contemplated that the Notes will be eligible
for purchase by employee benefit plans.
Legal Investment...........It is contemplated that the A-1 Notes will be
eligible for purchase by money market funds
under paragraph (a)(10) of Rule 2a-7 under
the Investment Company Act of 1940, as
amended.
Rating of the Notes........It is a condition to the issuance of the Notes
that the A-1 Notes be rated in the highest
short-term rating category, that the A-2
Notes, A-3 Notes and A-4 Notes be rated in
the highest long-term rating category and
that the Class B Notes be rated at least in
the "A" category or its equivalent, in each
case by at least two nationally recognized
statistical rating agencies. There can be no
assurance that such ratings will not be
lowered or withdrawn by a rating agency if
circumstances so warrant.
Risk Factors...............Before making an investment decision,
prospective investors should consider the
factors that will be set forth under the
caption "Risk Factors" in the Prospectus
Supplement and the Prospectus.
For purposes of the data in the following tables, "Contract Value" for
each: (a) Standard Precomputed Receivable has been calculated as the sum of
(i) the present value of the future scheduled payments on such Receivable
as of the Initial Cutoff Date discounted monthly at an annual rate equal to
the adjusted APR of such Receivable and (ii) an amount attributable to past
due payments, and (b) precomputed simple rebate Receivable has been deemed
to equal the current balance plus accrued interest of that Receivable shown
on the Servicer's records as of the Initial Cutoff Date.
page 8
<PAGE>
Composition of the Receivables Pool
as of the Initial Cutoff Date
Weighted Weighted
Initial Aggregate Average Average Average
Cutoff Contract Number of Remaining Original Contract
Date APR Value Receivables Term Term Value
- -------- --------- ----------- ------- -------- ------
8.519% $400,219,567.34 10,953 49.45 months 52.45 months $36,539.72
<TABLE>
<CAPTION>
Composition of the Receivables Pool
as of the Initial Cutoff Date
by Receivables Type
Percent of
Number of Aggregate Aggregate
Receivables Type Receivables Contract Value Contract Value
---------------- ------------ -------------- --------------
<S> <C> <C> <C>
Retail Installment Contracts........ 9,648 $349,810,852.52 87.40%
Full Payout Leases.................. 1,305 50,408,714.82 12.60
----- ------------- -----
Total.............................. 10,953 $400,219,567.34 100.00%
====== =============== =======
page 9
<PAGE>
<CAPTION>
Distribution by Note APR of the Receivables Pool as of the Initial Cutoff Date
Percent of
Aggregate
Number of Aggregate Contract
Note APR Range Receivables Contract Value Value
- -------------- ----------- -------------- -------
<S> <C> <C> <C>
3.000% to 3.999%..................... 280 $ 8,033,350.51 2.01%
4.000% to 4.999%..................... 472 15,612,925.16 3.90
5.000% to 5.999%..................... 571 25,601,704.17 6.40
6.000% to 6.999%..................... 1,032 25,902,106.41 6.47
7.000% to 7.999%..................... 1,605 51,095,433.60 12.77
8.000% to 8.999%..................... 1,639 109,001,593.61 27.24
9.000% to 9.999%..................... 2,569 102,754,639.67 25.67
10.000% to 10.999%..................... 1,916 36,984,556.07 9.24
11.000% to 11.999%..................... 373 9,418,519.09 2.35
12.000% to 12.999%..................... 186 5,685,404.00 1.42
13.000% to 13.999%..................... 98 2,871,825.66 0.72
14.000% to 14.999%..................... 56 1,813,947.23 0.45
15.000% to 15.999%..................... 43 1,373,031.54 0.34
16.000% to 16.999%..................... 28 1,017,172.29 0.25
17.000% to 17.999%..................... 80 2,924,427,12 0.73
18.000% to 18.999%..................... 4 121,301.29 0.03
20.000% to 20.999%..................... 1 7,629.92 0.00
--------- ---------------- -------
Total.................................. 10,953 $400,219,567.34 100.00%
====== =============== =======
</TABLE>
Distribution by Equipment Type of the Receivables Pool
as of the Initial Cutoff Date
Percent of
Aggregate
Number of Aggregate Contract
Type Receivables Contract Value Value
- ---- ----------- -------------- ---------
Agricultural
New.............................. 2,281 $ 84,493,684.28 21.11%
Used............................. 4,096 130,518,089.79 32.61
Construction
New.............................. 2,359 96,970,026.43 24.23
Used............................. 1,978 68,013,998.69 16.99
Forestry
New.............................. 94 9,735,005.41 2.43
Used............................. 145 10,488,762.74 2.62
------ ----------------- -----------
Total................................. 10,953 $400,219,567.34 100.00%
======= ================ =========
Distribution by Payment Frequency of the Receivables Pool
as of the Initial Cutoff Date
Percent of
Aggregate
Number of Aggregate Contract
Frequency Receivables Contract Value Value
- --------- ----------- -------------- ------
Annual(1)............................. 4,573 $ 175,418,576.27 43.83%
Semi-Annual........................... 356 14,445,660.09 3.61
Quarterly............................. 129 3,952,431.40 0.99
Monthly............................... 5,895 206,402,899.58 51.57
----- -------------- -------
Total................................. 10,953 $400,219,567.34 100.00%
====== =============== =======
- ---------------------
(1) Approximately 36.07% , 18.73%, 7.02%, 2.27%, 0.98%, 0.86%, 1.28%,
1.19%, 6.64%, 1.01%, 4.29% and 19.65% of the Receivables have scheduled
payments within the collection periods relating to the Payment Dates in
January, February, March, April, May, June, July, August, September,
October, November and December, respectively.
page 10
<PAGE>
Distribution by Current Contract Value of the Receivables Pool
as of the Initial Cutoff Date
Percent of
Contract Aggregate
Value Number of Aggregate Contract
Range Receivables Contract Value Value
-------- ----------- -------------- ---------
Up to $4,999.99 ............... 854 $ 2,884,224.25 0.72%
$5,000.00 to $9,999.99 .............. 1,638 12,056,071.66 3.01
$10,000.00 to $14,999.99 ............. 1,452 17,911,511.73 4.48
$15,000.00 to $19,999.99 ............. 1,077 18,633,556.88 4.66
$20,000.00 to $24,999.99 ............. 837 18,663,269.56 4.66
$25,000.00 to $29,999.99 ............. 626 17,124,602.50 4.28
$30,000.00 to $34,999.99 ............. 556 18,046,197.71 4.51
$35,000,00 to $40,999.99 ............. 511 19,112,226.70 4.78
$40,000,00 to $44,999.99 ............. 431 18,290,703.17 4.57
$45,000.00 to $49,999.99 ............. 403 19,123,749.36 4.78
$50,000.00 to $54,999.99 ............. 348 18,238,261.91 4.56
$55,000.00 to $59.999.99 ............. 292 16,759,342.14 4.19
$60,000.00 to $64,999.99 ............. 244 15,176,042.58 3.79
$65,000.00 to $69,999.99 ............. 206 13,904,513.15 3.47
$70,000.00 to $74,999.99 ............. 154 11,177,817.94 2.79
$75,000.00 to $99,999.99 ............. 609 52,525,066.88 13.12
$100,000.00 to $199.999.99 ............ 631 80,711,623.06 20.17
$200,000.00 to $299,999.99............. 48 11,660,814.36 2.91
$300,000.00 and over ............. 36 18,219,971.80 4.55
----- ------------- ------
Total .......... 10,953 $400,219,567.34 100.00%
====== =============== =======
page 11
<PAGE>
Geographic Distribution of the Receivables Pool
as of the Initial Cutoff Date
Percent of Percent of
Aggregate Aggregate
Contract Contract
State(1) Value State(1) Value
- -------- ------------- -------- ----------
Alabama.................... 2.34% Nebraska..................... 3.54%
Alaska..................... 0.07 Nevada....................... 0.68
Arizona.................... 2.06 New Hampshire................ 0.19
Arkansas................... 4.48 New Jersey................... 0.75
California................. 3.61 New Mexico................... 0.69
Colorado................... 3.00 New York..................... 1.50
Connecticut................ 0.23 North Carolina............... 1.80
Delaware................... 0.32 North Dakota................. 1.17
Florida.................... 3.10 Ohio......................... 2.23
Georgia.................... 3.24 Oklahoma..................... 2.04
Hawaii..................... 0.06 Oregon....................... 1.29
Idaho...................... 0.90 Pennsylvania................. 1.90
Illinois................... 6.32 Rhode Island................. 0.00
Indiana.................... 3.51 South Carolina............... 1.35
Iowa....................... 6.03 South Dakota................. 2.70
Kansas..................... 2.64 Tennessee.................... 2.17
Kentucky................... 1.42 Texas........................ 7.58
Louisiana.................. 2.13 Utah......................... 1.05
Maine...................... 0.34 Vermont...................... 0.25
Maryland................... 0.79 Virginia..................... 1.23
Massachusetts.............. 0.29 Washington................... 1.84
Michigan................... 2.64 West Virginia................ 0.13
Minnesota.................. 4.42 Wisconsin.................... 2.47
Mississippi................ 2.38 Wyoming...................... 0.26
Missouri................... 3.87 ------
Montana.................... 1.00 Total...................100.00%
=======
- ------------------
(1) Based upon billing addresses of the obligors.
Delinquencies, Repossessions, and Net Losses
Set forth below is certain information concerning Case Credit's
experience pertaining to the entire portfolio of United States retail
agricultural and construction receivables that it services, including
receivables previously sold to trusts under prior asset-backed
securitizations. There can be no assurance that the delinquency,
repossession and net loss experience on the Receivables of the trust will
be comparable to that set forth below.
page 12
<PAGE>
<TABLE>
<CAPTION>
Delinquency Experience (1)
At December 31,
- ----------------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
------------------ -------------------- ----------------------- ------------------- ---------------------
(Dollars in Millions)
Number of Number of Number of Number of Number of
Contracts Amount Contracts Amounts Contracts Amount Contracts Amount Contracts Amount
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio..... 153,959 $4,150.3 145,101 $3,623.3 135,211 $3,262.4 135,722 $3,093.1 128,891 $2,641.0
Period of
Delinquency
31-60 days.... 3,100 104.1 2,649 74.2 2,031 45.9 1,927 33.5 1,457 18.4
60 Days or More 3,251 133.0 2,502 65.3 1,778 36.3 1,509 18.5 855 9.4
----- ----- ----- ---- ----- ---- ----- ---- --- ---
Total
Delinquencies 6,351 237.1 5,151 $139.5 $3,809 $82.2 3,436 $52.0 2,312 $27.8
Total
Delinquencies as
a Percent of the
Portfolio..... 4.1% 5.7% 3.6% 3.9% 2.8% 2.5% 2.5% 1.7% 1.8% 1.0%
- -----------------------------
(1) Except as indicated, all amounts and percentages are based on the
gross amount scheduled to be paid on each retail installment sale
contract, including unearned finance and other charges. The
information in the table includes an immaterial amount of retail
installment sale contracts on equipment other than agricultural and
construction equipment and includes the receivables that remained
with Tenneco Credit Corporation and previously sold contracts that
Case Credit continues to service. Case Credit treats a receivable as
delinquent when it is one day past due.
</TABLE>
<PAGE>
Credit Loss/Repossession Experience(1)
Year Ended Decemberf 31,
- --------------------------------------------------------------------------------
1998 1997 1996 1995 1994
--------- --------- ---------- -------- --------
(Dollars in Millions)
Average Gross Portfolio
Outstanding During the
Period........................ 3,886.8 $3,442.9 $3,155.5 $2,857.7 $2,511.2
Repossessions as a Percent
of Average Gross Portfolio
Outstanding................... 1.22% 1.20% 1.07% 1.14% 1.33%
Net Losses as a Percent of
Liquidations (2)(3)(4)........ 0.53% 0.34% 0.15% 0.22% 0.36%
Net Losses as a Percent
of Average Gross Portfolio
Outstanding (2)(3)............ 0.29% 0.20% 0.08% 0.11% 0.19%
- -----------------------------
(1) Except as indicated, all amounts and percentages are based on the
gross amount scheduled to be paid on each retail installment sale
contract, including unearned finance and other charges. The
information in the table includes an immaterial amount of retail
installment sale contracts on equipment other than agricultural and
construction equipment and includes the receivables that remained with
Tenneco Credit Corporation and previously sold contracts that Case
Credit continues to service.
(2) A portion of the contracts provide for recourse to Dealers.
Approximately 16%, 25%, 25%, 22% and 22% of the aggregate amounts
scheduled to be paid on the contracts acquired during the years ended
December 31, 1998, 1997, 1996, 1995 and 1994, respectively, provide
for recourse to Dealers (excluding some contracts which provide for
partial recourse to Dealers through the Dealers' reserve accounts). In
the event of defaults by the obligor under any such contract, the
contract is required to be repurchased by the Dealer for an amount
generally equal to all amounts due and unpaid thereunder. As a result,
any losses under any such contract are incurred by the Dealer.
(3) Net losses are equal to the aggregate of the principal balances of all
contracts (plus accrued but unpaid interest thereon) that are
determined to be uncollectible in the period, less any recoveries on
contracts charged off in the period or any prior periods, excluding
any losses resulting from repossession expenses and excluding any
recoveries from Dealers' reserve accounts.
(4) Liquidations represent a reduction in the outstanding balances of the
contracts as a result of cash payments and charge-offs.
page 13
<PAGE>
WEIGHTED AVERAGE LIFE OF THE NOTES
The following tables indicate the projected weighted average life of
each Class of Notes (assuming the Servicer exercises its clean-up call) and
sets forth the percent of the initial principal balance of each Class of
Notes that is projected to be outstanding after each of the Payment Dates
shown at various constant prepayment rate ("CPR") percentages.
Percent of Initial Principal Amount of the Notes at Various CPR Percentages
A-1 Notes A-2 Notes
------------------------------ --------------------------
Payment Date 0% 13% 15% 17% 19% 0% 13% 15% 17% 19%
- ------------ ---- ---- --- --- ---- --- --- --- --- ---
Closing Date ...........100 100 100 100 100 100 100 100 100 100
April, 1999 ............ 89 84 83 82 81 100 100 100 100 100
May, 1999 .............. 80 68 66 63 61 100 100 100 100 100
June, 1999 ............. 69 48 44 41 37 100 100 100 100 100
July, 1999.............. 57 26 21 15 10 100 100 100 100 100
August, 1999............ 46 5 0 0 0 100 100 100 98 96
September, 1999......... 32 0 0 0 0 100 96 93 91 89
October, 1999........... 20 0 0 0 0 100 90 88 85 83
November,1999........... 7 0 0 0 0 100 85 82 79 76
December, 1999.......... 0 0 0 0 0 96 77 74 70 67
January, 2000........... 0 0 0 0 0 87 66 63 59 56
February, 2000.......... 0 0 0 0 0 79 56 53 49 46
March , 2000............ 0 0 0 0 0 72 48 44 40 37
April, 2000............. 0 0 0 0 0 66 41 37 33 29
May, 2000............... 0 0 0 0 0 63 36 32 28 24
June, 2000.............. 0 0 0 0 0 60 32 28 23 19
July, 2000.............. 0 0 0 0 0 57 28 23 19 14
August, 2000 0 0 0 0 0 55 24 19 14 10
September, 2000......... 0 0 0 0 0 51 19 14 10 5
October, 2000........... 0 0 0 0 0 48 15 10 5 1
November, 2000.......... 0 0 0 0 0 45 11 6 1 0
December, 2000.......... 0 0 0 0 0 39 4 0 0 0
January, 2001........... 0 0 0 0 0 29 0 0 0 0
February, 2001.......... 0 0 0 0 0 20 0 0 0 0
March, 2001............. 0 0 0 0 0 13 0 0 0 0
April, 2001............. 0 0 0 0 0 8 0 0 0 0
May, 2001............... 0 0 0 0 0 4 0 0 0 0
June, 2001.............. 0 0 0 0 0 1 0 0 0 0
July, 2001.............. 0 0 0 0 0 0 0 0 0 0
August, 2001............ 0 0 0 0 0 0 0 0 0 0
September, 2001......... 0 0 0 0 0 0 0 0 0 0
October, 2001........... 0 0 0 0 0 0 0 0 0 0
November, 2001.......... 0 0 0 0 0 0 0 0 0 0
December, 2001.......... 0 0 0 0 0 0 0 0 0 0
January, 2002........... 0 0 0 0 0 0 0 0 0 0
February, 2002.......... 0 0 0 0 0 0 0 0 0 0
March, 2002............. 0 0 0 0 0 0 0 0 0 0
April, 2002............. 0 0 0 0 0 0 0 0 0 0
May, 2002............... 0 0 0 0 0 0 0 0 0 0
June, 2002.............. 0 0 0 0 0 0 0 0 0 0
July, 2002.............. 0 0 0 0 0 0 0 0 0 0
August, 2002............ 0 0 0 0 0 0 0 0 0 0
September, 2002......... 0 0 0 0 0 0 0 0 0 0
October, 2002........... 0 0 0 0 0 0 0 0 0 0
November, 2002.......... 0 0 0 0 0 0 0 0 0 0
December, 2002.......... 0 0 0 0 0 0 0 0 0 0
January, 2003........... 0 0 0 0 0 0 0 0 0 0
February, 2003 0 0 0 0 0 0 0 0 0 0
March, 2003............. 0 0 0 0 0 0 0 0 0 0
April, 2003............. 0 0 0 0 0 0 0 0 0 0
Weighted Average Life 0.41 0.27 0.26 0.25 0.23 1.49 1.10 1.05 1.00 0.95
(years)(1)
- -----------------------------
(1) The weighted average life of a Note is determined by: (a) multiplying
the amount of each principal payment on the applicable Note by the
number of years from the date of issuance of such Note to the related
Payment Date, (b) adding the results and (c) dividing the sum by the
related initial principal amount of such Note.
page 14
<PAGE>
Percent of Initial Principal Amount of the Notes at Various CPR Percentages
Payment Date A-3 Notes A-4 Notes
----------------------------- ----------------------------
0% 13% 15% 17% 19% 0% 13% 15% 17% 19%
--- --- --- --- --- --- --- --- --- ---
Closing Date........... 100 100 100 100 00 100 100 100 100 100
April, 1999............ 100 100 100 100 00 100 100 100 100 100
May, 1999.............. 100 100 100 100 00 100 100 100 100 100
June, 1999............. 100 100 100 100 00 100 100 100 100 100
July, 1999............. 100 100 100 100 00 100 100 100 100 100
August, 1999........... 100 100 100 100 00 100 100 100 100 100
September, 1999........ 100 100 100 100 00 100 100 100 100 100
October, 1999.......... 100 100 100 100 00 100 100 100 100 100
November, 1999......... 100 100 100 100 00 100 100 100 100 100
December, 1999......... 100 100 100 100 00 100 100 100 100 100
January, 2000.......... 100 100 100 100 00 100 100 100 100 100
February, 2000......... 100 100 100 100 00 100 100 100 100 100
March, 2000............ 100 100 100 100 00 100 100 100 100 100
April, 2000............ 100 100 100 100 00 100 100 100 100 100
May, 2000.............. 100 100 100 100 00 100 100 100 100 100
June, 2000............. 100 100 100 100 00 100 100 100 100 100
July, 2000............. 100 100 100 100 00 100 100 100 100 100
August, 2000........... 100 100 100 100 00 100 100 100 100 100
September, 2000........ 100 100 100 100 00 100 100 100 100 100
October, 2000.......... 100 100 100 100 00 100 100 100 100 100
November, 2000......... 100 100 100 100 91 100 100 100 100 100
December, 2000......... 100 100 99 88 78 100 100 100 100 100
January, 2001.......... 100 90 79 69 59 100 100 100 100 100
February, 2001......... 100 72 62 52 42 100 100 100 100 100
March, 2001............ 100 57 47 37 28 100 100 100 100 100
April, 2001............ 100 46 36 26 17 100 100 100 100 100
May, 2001.............. 100 38 28 18 8 100 100 100 100 100
June, 2001............. 100 31 21 11 2 100 100 100 100 100
July, 2001............. 97 24 14 5 0 100 100 100 100 97
August, 2001........... 91 18 8 0 0 100 100 100 99 93
September, 2001........ 84 11 1 0 0 100 100 100 94 89
October, 2001.......... 78 4 0 0 0 100 100 96 90 85
November, 2001......... 71 0 0 0 0 100 98 92 86 80
December, 2001......... 58 0 0 0 0 100 92 86 80 74
January, 2002.......... 37 0 0 0 0 100 82 76 71 66
February, 2002......... 19 0 0 0 0 100 73 68 63 58
March, 2002............ 3 0 0 0 0 100 66 61 56 52
April, 2002............ 0 0 0 0 0 95 60 56 52 47
May, 2002.............. 0 0 0 0 0 91 57 52 48 44
June, 2002............. 0 0 0 0 0 88 54 50 46 42
July, 2002............. 0 0 0 0 0 85 51 47 43 39
August, 2002........... 0 0 0 0 0 82 49 45 41 37
September, 2002........ 0 0 0 0 0 78 46 42 38 34
October, 2002.......... 0 0 0 0 0 75 43 39 36 32
November, 2002......... 0 0 0 0 0 71 41 37 33 30
December, 2002......... 0 0 0 0 0 65 36 33 29 0
January, 2003.......... 0 0 0 0 0 54 30 0 0 0
February, 2003......... 0 0 0 0 0 46 0 0 0 0
March, 2003............ 0 0 0 0 0 39 0 0 0 0
April, 2003............ 0 0 0 0 0 34 0 0 0 0
May, 2003.............. 0 0 0 0 0 32 0 0 0 0
June, 2003............. 0 0 0 0 0 30 0 0 0 0
July, 2003............. 0 0 0 0 0 29 0 0 0 0
August, 2003........... 0 0 0 0 0 28 0 0 0 0
September, 2003........ 0 0 0 0 0 0 0 0 0 0
October, 2003.......... 0 0 0 0 0 0 0 0 0 0
Weighted Average Life 2.78 2.15 2.07 2.00 1.93 3.93 3.39 3.31 3.25 3.16
(years)(1)
- --------------------------
(1) The weighted average life of a Note is determined by: (a)
multiplying the amount of each principal payment on the applicable
Note by the number of years from the date of issuance of the Note
to the related Payment Date, (b) adding the results and (c)
dividing the sum by the related initial principal amount of the
Note.
page 15
<PAGE>
Percent of Initial Principal Amount of the Notes at Various CPR Percentages
Payment Date Class B Notes
-------------------------------------------
0% 13% 15% 17% 19%
--- --- --- --- ---
Closing Date.................... 100 100 100 100 100
April, 1999..................... 100 98 98 98 98
May, 1999....................... 100 97 97 96 96
June, 1999...................... 100 95 94 94 94
July, 1999...................... 100 92 92 91 91
August, 1999.................... 100 90 90 89 88
September, 1999................. 100 88 87 86 85
October, 1999................... 100 86 85 84 83
November, 1999.................. 100 84 83 81 80
December, 1999.................. 100 81 79 78 77
January, 2000................... 85 76 75 74 72
February, 2000.................. 81 73 71 70 68
March, 2000..................... 79 69 68 66 65
April, 2000..................... 77 67 65 63 62
May, 2000....................... 75 65 63 61 60
June, 2000...................... 74 63 61 60 58
July, 2000...................... 73 61 60 58 56
August, 2000.................... 72 60 58 56 54
September, 2000................. 71 58 56 54 52
October, 2000................... 69 56 54 52 51
November, 2000.................. 68 55 53 51 49
December, 2000.................. 66 52 50 48 46
January, 2001................... 62 48 47 45 43
February, 2001.................. 58 45 43 41 40
March, 2001..................... 55 42 41 39 37
April, 2001..................... 53 40 39 37 35
May, 2001....................... 52 39 37 35 33
June, 2001...................... 51 38 36 34 32
July, 2001...................... 50 36 35 33 31
August, 2001.................... 49 35 33 32 30
September, 2001................. 47 34 32 30 28
October, 2001................... 46 33 31 29 27
November, 2001.................. 45 31 30 28 26
December, 2001.................. 43 29 28 26 24
January, 2002................... 39 26 25 23 22
February, 2002.................. 35 24 22 21 20
March, 2002..................... 33 22 20 19 18
April, 2002..................... 31 20 19 17 16
May, 2002....................... 29 19 18 16 15
June, 2002...................... 28 18 17 16 15
July, 2002...................... 27 17 16 15 14
August, 2002.................... 26 17 15 14 13
September, 2002................. 25 16 15 13 12
October, 2002................... 24 15 14 13 12
November, 2002.................. 23 14 13 12 11
December, 2002.................. 21 13 12 11 0
January, 2003................... 18 11 0 0 0
February, 2003.................. 16 0 0 0 0
March, 2003..................... 14 0 0 0 0
April, 2003..................... 12 0 0 0 0
May, 2003....................... 12 0 0 0 0
June, 2003...................... 11 0 0 0 0
July, 2003...................... 11 0 0 0 0
August, 2003.................... 10 0 0 0 0
September, 2003................. 0 0 0 0 0
October, 2003................... 0 0 0 0 0
November, 2003.................. 0 0 0 0 0
Weighted Average Life (years)(1) 2.45 1.95 1.89 1.84 1.78
- -----------------------------
(1) The weighted average life of a Note is determined by: (a) multiplying
the amount of each principal payment on the applicable Note by the
number of years from the date of issuance of the Note to the related
Payment Date, (b) adding the results and (c) dividing the sum by the
related initial principal amount of the Note.
page 16
