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): May 15, 1999
CASE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13098 76-0433811
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
233 Lake Avenue, Racine, Wisconsin 53404
(Address of principal executive offices) (zip code)
(414)636-6011
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On May 15, 1999, Case Corporation, a Delaware corporation ("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 ("New Holland"), and Fiat
Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of
Fiat ("Merger Sub"), entered into an agreement and plan of merger whereby Case
will merge (the "Merger") with and into Merger Sub, with Case as the surviving
corporation in the Merger (the "Merger Agreement"). The description of the
Merger Agreement set forth herein is qualified in its entirety by reference to
the full text of such agreement, which is attached as Exhibit 2.1 hereto and is
incorporated herein by reference.
At the effective time of the Merger, each share of common stock, par value
$0.01 per share, of Case ("Case Common Stock") outstanding immediately prior to
the effective time of the Merger will be converted into the right to receive $55
in cash. The Merger will be treated as a taxable purchase and sale of Case
Common Stock for U.S. income tax purposes. 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) certain
other customary conditions.
On May 17, 1999, Case issued a press release concerning the proposed
Merger. A copy of the press release is attached as Exhibit 99.1 hereto and is
hereby incorporated herein by reference.
In connection with entering into the Merger Agreement, Case has amended
the Rights Agreement, dated as of December 8, 1995, between Case and First
Chicago Trust Company of New York, as Rights Agent (the "Rights Agreement
Amendment"). A copy of the Rights Agreement Amendment is attached as Exhibit
99.2 hereto and is hereby incorporated herein by reference.
This Current Report on Form 8-K and the exhibits hereto contain forward
looking statements with respect to the financial condition, results of
operations and businesses of each of Case and New Holland including statements
relating to the cost savings and opportunities for growth that are expected to
result from the Merger. These forward looking statements involve certain risks
and uncertainties. Factors that may cause actual results to differ materially
from those contemplated by such forward looking statements include, among
others, the following possibilities: (1) expected cost savings from the Merger
cannot be fully realized or realized within the expected time-frame; (2)
competitive pressures in the industries in which Case and New Holland compete
intensify; (3) costs or difficulties related to the integration of the
businesses of Case and New Holland are greater than expected; (4) changes in
general economic or capital market conditions, or in the agricultural or
construction equipment businesses in particular, adversely affect the operations
of Case and New Holland; or (5) legislative or regulatory requirements or
changes adversely affect the businesses of Case and New Holland.
Such forward-looking statements speak only as of the date on which such
statements were made, and
neither Case nor New Holland undertake any obligation
to update any forward-looking statement to reflect events or circumstances after
the date on which any such statement is made to reflect the occurrence of
unanticipated events.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
- Not Applicable
(b) Pro forma financial information.
- Not Applicable
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of May 15, 1999, by and
among Case Corporation, Fiat S.p.A., New Holland N.V.
and Fiat Acquisition Corp.
4.1 Amendment No. 2 to Rights Agreement, dated as of
December 8, 1995, between Case Corporation and First
Chicago Trust Company of New York, as Rights Agent.
99.1 Press release, dated May 17, 1999, issued by Case Corporation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunder duly authorized.
CASE CORPORATION
By: /s/ Kevin J. Hallagan
Name: Kevin J. Hallagan
Title: Associate General Counsel and
Assistant Secretary
Date: May 18, 1999
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of May 15, 1999,
by and among Case Corporation, Fiat S.p.A., New Holland
N.V. and Fiat Acquisition Corp.
4.1 Amendment No. 2 to Rights Agreement, dated as of
December 8, 1995, between Case Corporation and First
Chicago Trust Company of New York, as Rights Agent.
99.1 Press release, dated May 17, 1999, issued by Case Corporation.