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): November 12, 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) 700 State Street, Racine, Wisconsin 53404 --------------------------------------------------- (Address of principal executive offices) (zip code) (262) 636-6011 ---------------------------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events On November 12, 1999, a wholly-owned indirect subsidiary of New Holland, N.V., a company organized under the law of the Netherlands ("New Holland"), merged with and into the registrant pursuant to an agreement and plan of merger, dated as of May 15, 1999, by and among the registrant, New Holland, the merging subsidiary and Fiat S.p.A., a company organized under the laws of Italy. As a result of the merger, the registrant, as the surviving company, became a wholly-owned subsidiary of New Holland. At the effective time of the merger, each share of common stock, par value $0.01 per share, of the registrant outstanding immediately prior to the effective time of the merger was converted into the right to receive $55 in cash. On November 12, 1999, the registrant issued a press release announcing the completion of the merger. A copy of that press release is attached hereto as Exhibit 99 and is hereby incorporated herein by reference. -2- Item 7. Financial Statements and Exhibits (c) Exhibits. 99 Press release of registrant dated November 12, 1999. -3- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CASE CORPORATION By: /s/ Kevin Hallagan ------------------ Name: Kevin Hallagan Title: Associate General Counsel and Assistant Secretary Date: November 15, 1999 -4- EXHIBIT INDEX 99 Press release of registrant dated November 12, 1999 -5-