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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) December 8, 1997
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CASE CREDIT CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
33-80775-01 76-0394710
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(Commission File Number) (I.R.S. Employer Identification No.)
233 Lake Avenue, Racine, Wisconsin 53403
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(Address of Principal Executive Offices) (Zip Code)
(414) 636-6011
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On December 8, 1997, Case Credit Corporation commenced a program for the
offer of its Medium-Term Notes, Series A due from 9 months to 30 years from the
date of issuance ("Medium-Term Notes") in an aggregate initial offering price of
up to $550,000,000. The Medium-Term Notes are part of the aggregate of
$700,000,000 in debt securities registered by the Company pursuant to two
Registration Statements on Form S-3 filed with the Securities and Exchange
Commission ("Commission") (Registration Nos. 33-80775 and 333-35815). A
Prospectus Supplement dated December 8, 1997 and a base Prospectus dated October
16, 1997 relating to the Medium-Term Notes has been filed with the Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as amended. The
issuance and sale of the Medium-Term Notes may be made from time to time in
various amounts with varying terms pursuant to an Indenture dated as of October
1, 1997 (the "Indenture") between the Company and The Bank of New York, as
Trustee. The Indenture was previously filed with the Commission as an exhibit to
the Company's quarterly report on Form 10-Q for the quarterly period ended
September 30, 1997.
The Medium-Term Notes will be distributed pursuant to a Distribution
Agreement, dated as of December 8, 1997, among the Company and J.P. Morgan
Securities Inc., Chase Securities Inc. and Citicorp Securities, Inc. The
Distribution Agreement is attached hereto as Exhibit 1 and incorporated by
reference herein. The Medium-Term Notes may bear fixed or floating rates of
interest and will be issued substantially in the forms attached hereto as
Exhibits 4.1 and 4.2, respectively, which forms are incorporated by reference
herein. The Bank of New York (the "Calculation Agent") may perform certain
services in connection with the issuance of Medium-Term Notes bearing floating
rates of interest, if any, pursuant to a Calculation Agency Agreement, dated as
of December 8, 1997, between the Company and the Calculation Agent. The
Calculation Agency Agreement is attached hereto as Exhibit 4.5 and incorporated
by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
No. Document Description
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1 Distribution Agreement, dated as of December 8, 1997, among Case Credit
Corporation, J.P. Morgan Securities Inc., Chase Securities Inc. and
Citicorp Securities, Inc.
4.1 Form of Medium-Term Note, Series A (Fixed Rate) due from 9 months to 30
years from date of issue.
Form 8-K page 2
4.2 Form of Medium-Term Note, Series A (Floating Rate) due from 9 months to 30
years from date of issue.
4.3 Action of Authorized Officers of Case Credit Corporation, dated December
8, 1997, establishing the Medium-Term Notes, Series A.
4.4 Officers' Certificate and Company Order of Case Credit Corporation, dated
December 8, 1997, related to the Medium-Term Notes, Series A.
4.5 Calculation Agency Agreement, dated as of December 8, 1997, between Case
Credit Corporation and The Bank of New York.
Form 8-K page 3
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 CREDIT CORPORATION
Dated: December 17, 1997 By: /s/ ROBERT A. WEGNER
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Robert A. Wegner
Vice President and Chief Financial Officer
Form 8-K page 4
INDEX TO EXHIBITS
Exhibit
No. Document Description
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1 Distribution Agreement, dated as of December 8, 1997, among Case
Credit Corporation, J.P. Morgan Securities Inc., Chase Securities
Inc. and Citicorp Securities, Inc.
4.1 Form of Medium-Term Note, Series A (Fixed Rate) due from 9 months to
30 years from date of issue.
4.2 Form of Medium-Term Note, Series A (Floating Rate) due from 9 months
to 30 years from date of issue.
4.3 Action of Authorized Officers of Case Credit Corporation, dated
December 8, 1997, establishing the Medium-Term Notes, Series A.
4.4 Officers' Certificate and Company Order of Case Credit Corporation,
dated December 8, 1997, related to the Medium-Term Notes, Series A.
4.5 Calculation Agency Agreement, dated as of December 8, 1997, between
Case Credit Corporation and The Bank of New York.
Form 8-K page 5