Filed pursuant to Rule 424(b)(3)
Registration Number 333-76613
PROSPECTUS
Case Corporation
Offer to Exchange up to $300,000,000 of its
6 1/4% Notes due December 1, 2003, Series B
for all of its outstanding
6 1/4% Notes due December 1, 2003, Series A
----------------
. The exchange offer expires at 5:00 p.m., New York City time, on June 11,
1999, unless extended.
. The exchange offer is not subject to any conditions other than that the
exchange offer will not violate any applicable law or interpretation of the
staff of the Securities and Exchange Commission and that there be no pending
or threatened proceeding that would reasonably be expected to impair Case's
ability to proceed with the exchange offer.
. All outstanding notes that are validly tendered and not validly withdrawn
will be exchanged.
. Tenders of outstanding notes may be withdrawn at any time before 5:00 p.m. on
the date of expiration of the exchange offer.
. The exchange of notes will not be a taxable exchange for U.S. federal income
tax purposes.
. Case will not receive any proceeds from the exchange offer.
. The terms of the new notes to be issued are substantially identical to your
old notes, except that the new notes will not have transfer restrictions and
you will not have registration rights.
. There is no established trading market for the new notes and Case does not
intend to apply for listing of the new notes on any securities exchange.
----------------
For a discussion of certain factors that you should consider before you
participate in the exchange offer, see "Risk Factors" beginning on page 13.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
----------------
The date of this prospectus is May 6, 1999.
TABLE OF CONTENTS
Page
----
Forward-Looking Statements................................................. 3
Prospectus Summary......................................................... 5
Risk Factors............................................................... 13
Where You Can Find More Information........................................ 14
Incorporation of Information Case Files with the SEC....................... 14
Case Corporation........................................................... 15
Use of Proceeds............................................................ 15
The Exchange Offer......................................................... 15
Description of Notes....................................................... 25
Certain Federal Income Tax Considerations.................................. 35
Plan of Distribution....................................................... 36
Legal Matters.............................................................. 37
Experts.................................................................... 37
----------------
You should rely only on the information contained or incorporated by
reference in this prospectus. Case has not authorized any other person to
provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it. Case is not making an
offer to sell these securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this
prospectus, as well as information Case previously filed with the SEC and
incorporated by reference, is accurate as of the date on the front of those
documents only. Case's business, financial condition, results of operations and
prospects may have changed since those dates.
This prospectus incorporates important business and financial information
about Case that is not included in or delivered with this prospectus. See
"Incorporation of Information Case Files with the SEC." You may obtain this
information without charge upon written or oral request to:
Case Corporation
Attention: Kevin J. Hallagan, Associate General Counsel
and Assistant Secretary
700 State Street
Racine, Wisconsin 53404
Telephone: (414) 636-6011
To obtain timely delivery of any of this information you must make your
request at least five business days prior to the expiration of the exchange
offer. The date by which you must make your request is June 4, 1999.
2
FORWARD-LOOKING STATEMENTS
Case has made forward-looking statements in this prospectus and in the
documents incorporated by reference in this prospectus. Forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from those in the forward-looking statements. Forward-looking
statements are statements other than statements of historical facts that
address activities, events or developments that Case expects or anticipates
will or may occur in the future, including such items as business strategy and
measures to implement strategy, competitive strengths, goals, growth of Case's
business and operations, plans and references to future success. Forward-
looking statements also include any other statements that include words such as
"anticipate," "believe," "plan," "estimate," "expect," "intend" and other
similar expressions.
Forward-looking statements are based on certain assumptions and analyses
Case has made in light of its experience and its perception of historical
trends, current conditions, expected future developments and other factors Case
believes are appropriate. Whether actual results and developments will conform
with Case's expectations and predictions is subject to a number of risks and
uncertainties, including, among others, the following:
. crop production and commodity prices are strongly affected by weather and
can fluctuate significantly;
. housing starts and other construction activity are sensitive to interest
rates and government spending;
. general economic and capital market conditions;
. the cyclical nature of Case's business;
. foreign currency movements;
. Case's access to credit and Case's customers' access to credit;
. political uncertainty and civil unrest in various areas of the world;
. pricing;
. product initiatives and other actions taken by competitors;
. disruptions in production capacity;
. excess inventory levels;
. the effect of changes in laws and regulations (including government
subsidies and international trade regulations);
. the effect of conversion to the Euro;
. technological difficulties (including Year 2000);
. changes in environmental laws; and
. employee and labor relations.
All of the forward-looking statements made in this prospectus are qualified
by these cautionary statements, and there can be no assurance that the actual
results or developments Case has anticipated will be realized. Even if the
results and developments in Case's forward-looking statements are substantially
realized, there is no assurance that they will have the expected consequences
to or effects on Case or its business or operations.
Further information concerning factors that could significantly impact
expected results is included in:
. the following sections of Case's 1998 Annual Report on Form 10-K, as
amended by Amendment No. 1 on Form 10-K/A and filed with the SEC:
. Business--Employees;
. Business--Environmental Matters;
. Business--Significant International Operations;
. Business--Seasonality and Production Schedules;
. Business--Competition;
3
. Legal Proceedings; and
. Management's Discussion and Analysis of Financial Condition and
Results of Operations;
. Case's Current Reports on Form 8-K dated January 26, 1999 and April 19,
1999, as filed with the SEC; and
. documents Case files with the SEC under the Securities Exchange Act of
1934 that are incorporated by reference in this prospectus.
4
PROSPECTUS SUMMARY
This summary highlights selected information from this prospectus and may
not contain all of the information that is important to you. This prospectus
includes or incorporates by reference a description of the exchange offer,
specific terms of the notes Case is offering and information regarding Case's
business and detailed financial data. Case encourages you to read this
prospectus in its entirety. You should carefully consider the matters included
under "Risk Factors" before you participate in the exchange offer.
THE EXCHANGE OFFER
Case sold $300,000,000 of its 6 1/4% Notes due December 1, 2003, Series A to
the initial purchasers on December 7, 1998. The initial purchasers resold those
notes in reliance on Rule 144A, Regulation S and other exemptions under the
Securities Act of 1933.
Case entered into a registration rights agreement with the initial
purchasers on December 7, 1998 in which Case agreed, among other things, to:
. file a registration statement with the SEC relating to the exchange offer
on or before April 21, 1999;
. deliver to you this prospectus;
. cause the registration statement, which includes this prospectus, to
become effective on or before June 6, 1999; and
. complete the exchange offer during the 45-day period after the
registration statement becomes effective.
You are entitled to exchange your old notes for new registered 6 1/4% Notes
due December 1, 2003, Series B with substantially identical terms as the old
notes (except for transfer restrictions and registration rights). If the
exchange offer is not completed on or before the 45th day after the
registration statement becomes effective, the interest rate on your notes will
be increased. You should read the discussion under the heading "The Exchange
Offer--Purpose and Effect; Registration Rights" and "Description of Notes" for
further information regarding the new notes that Case is offering to exchange
for your old notes.
Case believes that you may resell the new notes issued in the exchange offer
without compliance with the registration and prospectus delivery provisions of
the 1933 Act, subject to the conditions described under "The Exchange Offer."
You should read this section for further information regarding the exchange
offer.
CASE CORPORATION
Case Corporation is a leading worldwide designer, manufacturer, marketer and
distributor of farm equipment and light- to medium-sized construction equipment
and offers a broad array of financial products and services. Case's principal
executive office is located at 700 State Street, Racine, Wisconsin 53404.
Case's telephone number is (414) 636-6011. Case maintains a web site at
http://www.casecorp.com.
TERMS OF THE EXCHANGE OFFER
The exchange offer relates to the exchange of up to $300 million aggregate
principal amount of old Series A notes for an equal aggregate principal amount
of new Series B notes. The new notes will be obligations of Case and will be
governed by the same indenture that governs the old notes. The form and terms
of the new notes are substantially identical to the form and terms of the old
notes, except that the new notes have been registered under the 1933 Act and
are not entitled to the benefits of the registration rights agreement that was
executed as part of the offering of the old notes. The registration rights
agreement provides for registration
5
rights with respect to the old notes and for the payment of additional interest
on the old notes if Case fails to meet its registration obligations under the
agreement.
New Notes..................... Case is offering registered 6 1/4% Notes due
December 1, 2003, Series B for your notes. The
terms of the new notes and your old notes are
substantially identical except:
. the new notes will not contain restrictions
on transfer; and
. except in limited circumstances, your rights,
including your right to receive additional
interest, under the registration rights
agreement will terminate.
The Exchange Offer............ Case is offering to exchange $1,000 in
principal amount of the new notes for each
$1,000 in principal amount of your old notes.
As of the date of this prospectus, $300 million
aggregate principal amount of the old notes are
outstanding.
Expiration Date............... You have until 5:00 p.m., New York City time,
on June 11, 1999, to validly tender your old
notes if you want to exchange your old notes
for new notes. Case may extend that date under
certain conditions.
Conditions of the Exchange
Offer; Extensions;
Amendments....................
You are not required to tender any minimum
principal amount of your old notes in order to
participate in the exchange offer. If you
validly tender, and do not validly withdraw,
your old notes, your old notes will be
exchanged for new notes if the following
conditions are met:
. the exchange offer does not violate any
applicable laws or applicable interpretation
of the staff of the SEC; and
. no action or proceeding relating to the
exchange offer is taken that would impair
Case's ability to proceed with the exchange
offer.
Case may delay or extend the exchange offer and
if any of the above conditions are not met,
Case may terminate the exchange offer. You will
be notified of any delay, extension or
termination.
Case may also waive any condition or amend the
terms of the exchange offer. If Case materially
amends the exchange offer, Case will notify
you.
Interest...................... You will receive interest on the new notes from
the date interest was last paid on your old
notes. If no interest was paid on your old
notes, you will receive interest from December
7, 1998. If your old notes are exchanged for
new notes, you will not receive any accrued
interest on your old notes.
Procedures for Tendering Old
Notes; Special Procedures for
Beneficial Owners............. If you want to participate in the exchange
offer, you must transmit a properly completed
and signed letter of transmittal, and all other
documents required by the letter of
transmittal, to the exchange agent. Please send
these materials to the exchange agent at the
address set forth in the accompanying letter of
6
transmittal prior to 5:00 p.m., New York City
time, on June 11, 1999. You must also send
either:
. certificates of your old notes;
. a timely confirmation of book-entry transfer
of your old notes into the exchange agent's
account at The Depository Trust Company; or
. the items required by the guaranteed delivery
procedures described below.
If you are a beneficial owner of your old notes
and your old notes are registered in the name
of a nominee, such as a broker, dealer,
commercial bank or trust company, and you wish
to tender your old notes in the exchange offer,
you should instruct your nominee to promptly
tender the old notes on your behalf.
If you are a beneficial owner and you want to
tender your old notes on your own behalf, you
must, before completing and executing the
letter of transmittal and delivering your old
notes, make appropriate arrangements to either
register ownership of your old notes in your
name or obtain a properly completed bond power
from the registered holder of your old notes.
By executing the letter of transmittal, you
will represent to Case that:
. you are not Case's "affiliate" (as defined in
Rule 405 of the 1933 Act);
. you are not a broker-dealer that acquired
your notes directly from Case in order to
resell them pursuant to Rule 144A under the
1933 Act or any other available exemption
under the 1933 Act;
. if you are a broker-dealer that acquired your
notes as a result of market-making or other
trading activities you will deliver a
prospectus in connection with any resale of
new notes;
. you will acquire the new notes in the
ordinary course of your business; and
. you are not participating, do not intend to
participate and have no arrangement or
understanding with any person to participate,
in the distribution of the new notes.
If your notes are not accepted for exchange for
any reason, they will be returned to you at
Case's expense.
Guaranteed Delivery If you wish to tender your old notes and:
Procedures....................
. your old notes are not immediately available;
. you are unable to deliver your old notes or
any other documents that you are required to
deliver to the exchange agent on time; or
7
. you cannot complete the procedures for
delivery by book-entry transfer on time;
then you may tender your old notes according to
the guaranteed delivery procedures that are
discussed in the letter of transmittal and in
"The Exchange Offer--Guaranteed Delivery
Procedures."
Acceptance of Old Notes and
Delivery of New Notes.........
When all conditions of the exchange offer are
satisfied or waived, then Case will accept old
notes that you have properly tendered on time.
The new notes will be delivered promptly after
Case accepts the old notes.
Withdrawal Rights............. Tenders of old notes may be withdrawn at any
time prior to 5:00 p.m., New York City time, on
the expiration date.
The Exchange Agent............ The Bank of New York is the exchange agent. Its
address and telephone number are set forth in
"The Exchange Offer--The Exchange Agent;
Assistance."
Fees and Expenses............. Case will pay all expenses relating to the
exchange offer and compliance with the
registration rights agreement. Case will also
pay certain transfer taxes, if applicable,
relating to the exchange offer.
Resales of New Notes.......... Case believes that the new notes may be offered
for resale, resold and otherwise transferred by
you without further compliance with the
registration and prospectus delivery
requirements of the 1933 Act, if:
. you acquire the new notes in the ordinary
course of your business;
. you are not participating, and have no
arrangement or understanding with any person
to participate, in a distribution (within the
meaning of the 1933 Act) of the new notes;
. you are not a broker-dealer who purchased old
notes from Case to resell them pursuant to
Rule 144A under the 1933 Act or any other
available exemption under the 1933 Act; and
. you are not Case's "affiliate" (as defined in
Rule 405 under the 1933 Act).
You should read this prospectus under the
heading "The Exchange Offer--Resales of New
Notes," for a more complete description of why
Case believes you can freely transfer new notes
received in the exchange offer without
registration or delivery of a prospectus.
All broker-dealers who are issued new notes for
their own accounts in exchange for old notes
that were acquired as a result of market-making
or other trading activities must acknowledge
that they will deliver a prospectus meeting the
requirements of the 1933 Act in connection with
any resale of the new notes. If you are a
broker-dealer and required to deliver a
prospectus, you may use this prospectus for an
offer to resell, a resale or other transfer of
the new notes.
8
Federal Income Tax The issuance of the new notes will not
Consequences.................. constitute an exchange for federal income tax
purposes. You will not recognize any gain or
loss upon receipt of the new notes. See "The
Exchange Offer--Certain Federal Income Tax
Consequences."
Registration Rights In connection with the sale of the old notes,
Agreement..................... Case entered into a registration rights
agreement with the initial purchasers of the
old notes that grants the holders of the old
notes registration rights. As a result of
making this exchange offer, Case will have
fulfilled most of its obligations under the
registration rights agreement. If you do not
tender your old notes in the exchange offer,
you will not have any further registration
rights under the registration rights agreement
or otherwise unless you were not eligible to
participate in the exchange offer or do not
receive freely transferrable new notes in the
exchange offer. See "The Exchange Offer--
Purpose and Effect; Registration Rights." If
you are eligible to participate in the exchange
offer and do not tender your initial notes, you
will continue to hold the untendered old notes,
which will continue to be subject to
restrictions on transfer under the 1933 Act.
CONSEQUENCES OF NOT EXCHANGING OLD NOTES
If you do not exchange your old notes for new notes in the exchange offer,
your old notes will continue to be subject to the restrictions on transfer
contained in the legend on the old notes. In general, the old notes may not be
offered or sold unless they are registered under the 1933 Act. However, they
may be offered or sold under an exemption from, or in a transaction not subject
to, the 1933 Act and applicable state securities laws. Case does not currently
anticipate that it will register the old notes under the 1933 Act.
SUMMARY OF TERMS OF THE NEW NOTES
The form and term of the new notes are substantially identical to the form
and term of the old notes, except that the new notes:
. will be registered under the 1933 Act;
. will not, except under limited circumstances, have registration rights or
rights to additional interest; and
. will not bear any legends restricting transfer.
The new notes will evidence the same debt as the old notes and will be
governed by the same Indenture under which the old notes were issued.
$300,000,000 of 6 1/4% Notes due December 1, 2003,
Issue............................... Series B.
Interest Payment Dates.............. June 1 and December 1 of each year.
Redemption.......................... None.
Sinking Fund........................ None.
9
Ranking............................. The new notes will be Case's unsecured obligations
and will rank equally with Case's other existing
unsecured and unsubordinated debt. The new notes are
effectively subordinate to all of Case's secured
debt and all indebtedness of Case's subsidiaries
with respect to their assets (aggregating
approximately $3,319 million at March 31, 1999).
Restrictive Covenants............... The indenture governing the new notes requires that
if Case issues funded debt secured by certain liens,
the new notes must be equally secured with such
debt. There are also covenants restricting Case's
ability to enter into sale and leaseback
transactions, merge, consolidate and transfer
substantially all of its assets. These restrictions,
however, are subject to a number of qualifications.
See "Description of Notes."
10
SELECTED FINANCIAL DATA
The following selected historical financial data as of and for each of the
five years ended December 31, 1998, has been derived from the audited
consolidated and combined financial statements of Case and the Case business of
Tenneco, Inc. For all periods after June 24, 1994, the financial data reflects
the consolidated results of Case Corporation. For all prior periods, the
financial data reflects the combined results of the Case business of Tenneco,
Inc. This information should be read in conjunction with Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations," and
the Case Financial Statements and the related notes included in Item 8 of
Case's Annual Report on Form 10-K for the year ended December 31, 1998, as
amended by Amendment No. 1 on Form 10-K/A, which is incorporated by reference
into this prospectus. See "Incorporation of Information Case Files with the
SEC." Certain reclassifications have been made to conform prior years'
financial statements to the 1998 presentation.
The selected financial data as of and for the three months ended March 31,
1999 and March 31, 1998 is unaudited and was derived from the consolidated
financial statements of Case Corporation. In the opinion of management, the
financial results as of and for the three months ended March 31, 1999 and March
31, 1998 include all adjusting entries (consisting only of normal recurring
adjustments) necessary to present fairly the information set forth therein.
Results for an interim period may not be indicative of the results of
operations for any future period. This information should be read in
conjunction with Case's first quarter 1999 press release disclosing Case's
operating results for that period as filed in a Current Report on Form 8-K
dated April 19, 1999, which is incorporated by reference into this prospectus.
Three months
ended
March 31, Years ended December 31,
-------------- -------------------------------------------
1999 1998 1998 1997 1996 1995 1994
------ ------ ------- ------- ------- ------- -------
(dollars in millions, except per share data)
Income Statement Data:
Net sales............... $1,084 $1,297 $ 5,738 $ 5,718 $ 5,104 $ 4,824 $ 4,180
Interest income and
other.................. 117 84 411 306 305 281 225
Cost of goods sold...... 932 1,019 (4,700) (4,447) (3,953) (3,779) (3,260)
Selling, general and
administrative
expenses............... 174 146 (655) (570) (544) (553) (576)
Research, development
and engineering
expenses............... 49 52 (224) (196) (193) (156) (127)
Restructuring charge
(1).................... -- -- (132) -- -- -- --
Interest expense........ 75 47 (240) (170) (160) (174) (160)
Other, net.............. 30 15 (92) (47) (25) (16) (24)
------ ------ ------- ------- ------- ------- -------
Income (loss) before
taxes and cumulative
effect of changes in
accounting principles
and extraordinary
items.................. (59) 102 106 594 534 427 258
Income tax provision
(benefit).............. (11) 33 42 191 185 81 93
------ ------ ------- ------- ------- ------- -------
Income (loss) before
cumulative effect of
changes in accounting
principles and
extraordinary items.... (48) 69 64 403 349 346 165
Cumulative effect of
changes in accounting
principles (2)......... -- -- -- -- -- (9) (29)
Extraordinary items (3). -- -- -- -- (33) -- (5)
------ ------ ------- ------- ------- ------- -------
Net income (loss)....... $ (48) $ 69 $ 64 $ 403 $ 316 $ 337 $ 131
====== ====== ======= ======= ======= ======= =======
Basic earnings (loss)
per share before
cumulative effect of
changes in accounting
principles and
extraordinary items:
Basic earnings (loss)
per share............. $(0.68) $ 0.91 $ 0.78 $ 5.36 $ 4.73 $ 4.80 N.A.
Pro forma basic
earnings per share.... N.A. N.A. N.A. N.A. N.A. N.A. $ 2.31
Diluted earnings (loss)
per share before
cumulative effect of
changes in accounting
principles and
extraordinary items:
Diluted earnings (loss)
per share............. $(0.68) $ 0.88 $ 0.76 $ 5.11 $ 4.49 $ 4.60 N.A.
Pro forma diluted
earnings per share.... N.A. N.A. N.A. N.A. N.A. N.A. $ 2.24
Cash dividends declared
per common share....... $ 0.05 $ 0.05 $ 0.20 $ 0.20 $ 0.20 $ 0.20 $ 0.10
Balance Sheet Data (at
the end of year or
three month period):
Working capital......... $2,070 $1,071 $ 1,499 $ 730 $ 510 $ 386 $ 717
Total assets............ 8,863 7,388 8,700 6,981 6,059 5,469 5,052
Long-term debt.......... 3,591 1,681 3,080 1,404 1,119 889 1,443
Other long-term
obligations and
redeemable preferred
stock.................. 661 518 633 508 492 594 603
Equity.................. 1,982 2,250 2,110 2,197 1,904 1,520 1,181
Ratio of earnings to
fixed charges and
preferred stock
dividends (4).......... -- 2.83x 1.33x 3.94x 3.73x 3.03x 2.38x
Deficiency of earnings
to fixed charges and
preferred stock
dividends (4).......... $ (62) -- -- -- -- -- --
Ratio of earnings to
fixed charges (without
preferred stock
dividends) (4)......... -- 3.00x 1.39x 4.15x 3.96x 3.17x 2.45x
Deficiency of earnings
to fixed charges
(without preferred
stock dividends) (4)... $ (60) -- -- -- -- -- --
11
- --------
(1) During the fourth quarter of 1998, Case recorded a restructuring charge of
$132 million, $96 million after tax, related to the 1999 closure of its
Hamilton, Ontario, and Hugo, Minnesota, manufacturing facilities, as well
as other actions that include a worldwide workforce reduction of 2,600
people. For additional information, see Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations," and Note 5
to the Case Financial Statements included in Item 8 of Case's Annual Report
on Form 10-K for the year ended December 31, 1998, which is incorporated
into this prospectus by reference.
(2) Effective January 1, 1995, Case adopted Statement of Financial Accounting
Standards ("SFAS") No. 106, "Employer's Accounting for Postretirement
Benefits Other Than Pensions" for its non-U.S. plans, which resulted in a
charge of $9 million on a pre-tax and after-tax basis to reflect the
cumulative effect of the accounting change. Effective January 1, 1994, Case
adopted SFAS No. 112, "Employer's Accounting for Postemployment Benefits,"
which resulted in a charge of $29 million after tax to reflect the
cumulative effect of the accounting change.
(3) In 1996, Case sold $300 million aggregate principal amount of its 7.25%
unsecured and unsubordinated notes due 2016 pursuant to a shelf
registration statement filed with the SEC in June 1995. The net proceeds
from the offering, together with cash and additional borrowings under
Case's credit facilities, were used to exercise Case's option to repurchase
for cash all of its 10.5% Senior Subordinated Notes and pay accrued
interest on those notes. As a result of the repurchase, Case recorded an
extraordinary charge of $22 million after tax.
As a result of establishing new credit facilities in 1996, Case recorded an
$11 million extraordinary, after-tax charge for the write-off of
unamortized bank fees related to the original bank agreements established
at the time of Case's initial public offering in June 1994. In 1994, Case
recorded an extraordinary loss of $5 million after tax for the redemption
premium resulting from the repayment of approximately $519 million of high
interest-bearing debt.
(4) For the computation of the ratio of earnings to fixed charges, "earnings"
has been calculated by adding income before taxes, cumulative effect of
changes in accounting principles and extraordinary items, interest expense,
fixed charges of 50% owned, unconsolidated subsidiaries and the portion of
rents representative of an interest factor and amortization of capitalized
debt expense. Fixed charges consist of interest expense, interest
capitalized, fixed charges of 50% owned, unconsolidated subsidiaries, the
portion of rents representative of an interest factor, amortization of
capitalized debt expense and, where indicated, preferred stock dividends.
12
RISK FACTORS
You should consider carefully the risk factors below as well as the other
information in this prospectus before tendering your old notes in the exchange
offer.
Consequences of Exchange and Failure to Exchange
If you do not exchange your old notes for new notes in the exchange offer,
your old notes will continue to be subject to the restrictions on transfer as
stated in the legend on the old notes. In general, such old notes may not be
offered or sold, unless they are:
. registered under the 1933 Act;
. offered or sold pursuant to an exemption from the 1933 Act and applicable
state securities laws; or
. offered or sold in a transaction not subject to the 1933 Act and
applicable state securities laws.
Case does not currently anticipate that it will register the old notes under
the 1933 Act. In addition, holders who do not tender their old notes, except
for certain instances involving the initial purchasers or holders of old notes
who are not eligible to participate in the exchange offer or who do not receive
freely transferrable new notes pursuant to the exchange offer, will not have
any further registration rights under the registration rights agreement or
otherwise and will not have rights to receive additional interest.
Based on interpretations by the SEC staff in no-action letters issued to
third parties in other transactions that are similar to the exchange offer,
Case believes that new notes may be offered for resale, resold and otherwise
transferred by a holder that participates in the exchange offer and is not a
broker-dealer without further compliance with the registration and prospectus
delivery requirements of the 1933 Act, unless:
. you are Case's "affiliate" (as defined in Rule 405 under the 1933 Act);
. you did not acquire the new notes in the ordinary course of your
business;
. you intend to participate in the exchange offer for the purpose of
distributing (within the meaning of the 1933 Act) new notes; or
. you are a broker-dealer who purchased old notes from Case to resell them
pursuant to Rule 144A under the 1933 Act or any other available exemption
under the 1933 Act.
Each broker-dealer that receives new notes for its own account pursuant to the
exchange offer must acknowledge that it acquired the old notes for its own
account as a result of market-making activities or other trading activities and
must agree that it will deliver a prospectus meeting the requirements of the
1933 Act in connection with any resale of those new notes. Case has not,
however, sought its own no-action letter from the SEC staff. Although there has
been no indication of any change in the staff's position, there is no guarantee
that the staff would make a similar determination with respect to the resale of
the new notes.
If you cannot accurately make all of the representations required by the
letter of transmittal, either on behalf of yourself or any other person on
whose behalf you are tendering old notes, then you:
. will not be able to rely on the interpretations of the staff of the SEC
in the above-mentioned no-action letters;
. will not be permitted or entitled to tender old notes in the exchange
offer; and
. must comply with the registration and prospectus delivery requirements of
the 1933 Act in connection with any sale or other transfer of old notes
unless such sale is made pursuant to an exemption from such requirements.
Market Consequences of Failure to Exchange Old Notes
If old notes are tendered and accepted for exchange pursuant to the exchange
offer, the trading market for old notes that remain outstanding may be
significantly more limited. As a result, the liquidity of the old notes not
tendered for exchange may be adversely affected. The extent of the market for
old notes and the availability
13
of price quotations would depend upon a number of factors, including the number
of holders of old notes remaining and the interest of securities firms in
maintaining a market in the old notes. An issue of securities with a smaller
outstanding market value available for trading, which is called the "float,"
may command a lower price than would a comparable issue of securities with a
greater float. As a result, the market price for old notes that are not
exchanged in the exchange offer may be affected adversely as old notes
exchanged pursuant to the exchange offer reduce the float. The reduced float
also may make the trading price of the old notes that are not exchanged more
volatile.
WHERE YOU CAN FIND MORE INFORMATION
Case files reports, proxy statements and other information with the SEC.
Case's SEC filings are available over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document Case files at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 to obtain information on the operation of
the public reference room.
Case has filed a registration statement on Form S-4 relating to the exchange
offer and the new notes with the SEC under the 1933 Act. For further
information on Case, the exchange offer and the new notes, you should refer to
the registration statement and its exhibits. This prospectus summarizes
material provisions of contracts and other documents that Case refers you to.
Since this prospectus may not contain all the information that you may find
important, you should review the full text of these documents. Case has
included copies of these documents as exhibits to the registration statement or
incorporated them by reference into this prospectus.
INCORPORATION OF INFORMATION CASE FILES WITH THE SEC
Case is "incorporating by reference" certain information it files with the
SEC into this prospectus which means:
. incorporated documents are considered part of the prospectus;
. Case can disclose important information to you by referring you to those
documents; and
. information that Case files with the SEC will automatically update and
supersede this prospectus.
Case incorporates by reference each of the documents listed below, which
Case filed with the SEC under the 1934 Act:
. Annual Report on Form 10-K for the year ended December 31, 1998, as
amended by Amendment No. 1 on Form 10-K/A, and
. Current Reports on Form 8-K dated January 26, 1999 and April 19, 1999.
Case also incorporates by reference each of the following documents that it
will file with the SEC after the date of this prospectus but before the
termination of the exchange offer:
. Reports filed under Sections 13(a) and (c) of the 1934 Act,
. Definitive proxy or information statements filed under Section 14 of the
1934 Act in connection with any subsequent stockholders' meeting, and
. Any reports filed under Section 15(d) of the 1934 Act.
You may request a copy of any filings referred to above, at no cost, by
writing or telephoning Case at the following address:
Case Corporation
Attention: Kevin J. Hallagan, Associate General
Counsel and Assistant Secretary
700 State Street
Racine, Wisconsin 53404
Telephone: (414) 636-6011
14
CASE CORPORATION
Case Corporation is a leading worldwide designer, manufacturer, marketer and
distributor of farm equipment and light- to medium-sized construction equipment
and offers a broad array of financial products and services.
Case's industrial operations manufacture, market and distribute a full line
of farm equipment and light- to medium-sized construction equipment on a
worldwide basis. Case's market position is particularly significant in several
product categories, including the following:
. loader/backhoes;
. skid steer loaders;
. large, high-horsepower farm tractors; and
. self-propelled combines.
To facilitate the sale of its products, Case offers wholesale financing to its
dealers. Wholesale financing consists primarily of floorplan financing and
allows dealers to maintain a representative inventory of products.
Case's financial services business is provided through Case Capital
Corporation, including its wholly owned subsidiary Case Credit(R) Corporation
and their subsidiaries and joint ventures. Case Capital provides and
administers financing for the retail purchase or lease of new and used Case and
other agricultural and construction equipment. Case Capital offers various
types of retail financing to end-use customers to facilitate the sale or lease
of Case products in the United States, Canada, Australia, Europe and
Uzbekistan. In addition, Case Capital facilitates and finances the sale of
insurance products to retail customers. It also provides financing for Case
dealers and rental equipment yards, and provides other retail financing
programs in North America, including a private-label credit card to purchase
parts, service, rentals, implements and attachments from Case dealers. Case
Capital's retail financing alternatives are intended to be competitive with
financing available from third parties.
USE OF PROCEEDS
Case will not receive any proceeds from the exchange offer.
THE EXCHANGE OFFER
Purpose and Effect; Registration Rights
Case sold the old notes to Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Chase Securities Inc., Credit Suisse First Boston Incorporated,
NationsBanc Montgomery Securities LLC and Salomon Smith Barney Inc., as initial
purchasers, on December 7, 1998. The initial purchasers then resold the old
notes under an offering memorandum dated December 2, 1998 in reliance on Rule
144A, Regulation S and other available exemptions under the 1933 Act. On
December 2, 1998, Case entered into a registration rights agreement with the
initial purchasers. Under the registration rights agreement, Case agreed:
. to file with the SEC a registration statement relating to the exchange
offer under the 1933 Act no later than April 21, 1999;
. to use its reasonable efforts to cause the exchange offer registration
statement to be declared effective under the 1933 Act on or before June
6, 1998;
. to use its reasonable efforts to keep the exchange offer registration
statement effective until the closing of the exchange offer; and
. to use its reasonable efforts to cause the exchange offer to be
consummated not later than 45 days following the date of effectiveness of
the exchange offer registration statement.
15
In the registration rights agreement, Case agreed to file a shelf
registration statement if:
. Case is not permitted to effect the exchange offer because of any change
in law, SEC rules or regulations or applicable interpretations of law,
SEC rules or regulations by the SEC staff;
. for any other reason, the exchange offer registration statement is not
declared effective by June 6, 1999 or the exchange offer is not
consummated within 45 days after the date of effectiveness of the
exchange offer registration statement, but Case may terminate such shelf
registration statement at any time, without penalty, if the exchange
offer registration statement is declared effective or the exchange offer
is consummated;
. any initial purchaser requests, within 90 days of the consummation of the
exchange offer, that Case file a shelf registration statement with
respect to any old notes held by it that are not eligible to be exchanged
in the exchange offer for new notes; or
. any holder is not permitted by applicable law to participate in the
exchange offer or does not receive freely transferrable new notes
pursuant to the exchange offer.
If Case is required to file a shelf registration statement, Case will file the
shelf registration statement relating to the old notes on or before the later
of:
. June 6, 1999; or
. the date that is 60 days after the date that the obligation to file the
shelf registration statement arises.
Case will use its reasonable efforts to cause the shelf registration statement
to be declared effective no later than 60 days after it is filed. If the shelf
registration statement is filed, Case will use its reasonable efforts to keep
the shelf registration statement continuously effective in order to permit the
prospectus forming a part of the shelf registration statement to be usable for
a period of two years (or one year if an initial purchaser requests Case to
file the shelf registration statement) from the date of its effectiveness or a
shorter period that will terminate when all the notes covered by the shelf
registration statement have been sold pursuant to the shelf registration
statement or otherwise cease to be outstanding.
A holder who sells old notes pursuant to the shelf registration statement
will be required to be named as a selling securityholder in the prospectus, and
to deliver a copy of the prospectus to purchasers. If Case is required to file
a shelf registration statement, Case will provide to each holder of the old
notes copies of the prospectus that is a part of the shelf registration
statement and notify each such holder when the shelf registration statement
becomes effective. Such holder will be subject to certain of the civil
liability provisions under the 1933 Act in connection with such sales, and will
be bound by the provisions of the registration rights agreement which are
applicable to such a holder (including certain indemnification obligations).
The registration rights agreement requires Case to pay the holders of the
notes additional interest if a registration default occurs. A registration
default includes if:
. the exchange offer registration statement is not filed with the SEC on or
before April 21, 1999;
. the effective date of the exchange offer registration statement does not
occur on or before June 6, 1999;
. the exchange offer is not consummated on or before the 45th calendar day
following the effective date of the exchange offer registration
statement; or
. a shelf registration statement is not filed on or before the deadline for
its filing or is not declared effective on or prior to the 60th calendar
day following the date of its filing.
If a registration default occurs, the interest rate of the old notes will be
increased by 0.25% per year for the first 90-day period following the
registration default. The interest rate will increase by an additional 0.25%
per year at the beginning of each later 90-day period until all registration
defaults have been remedied. The interest rate may not be increased as a result
of registration defaults by more than 0.50% per year. Following the cure of all
registration defaults, the accrual of additional interest will cease and the
interest rate will revert to the original rate.
16
The exchange offer is intended to satisfy Case's exchange offer obligations
under the registration rights agreement. The above summary of the registration
rights agreement is not complete and is subject to, and qualified by reference
to, all the provisions of the registration rights agreement. A copy of the
registration rights agreement is filed as an exhibit to the registration
statement that includes this prospectus.
If you participate in the exchange offer, you will, with limited exceptions,
receive notes that are freely tradeable and not subject to restrictions on
transfer. You should read this prospectus under the heading "--Resales of New
Notes" for more information relating to your ability to transfer new notes.
The exchange offer is not being made to, nor will Case accept tenders for
exchange from, holders of old notes in any jurisdiction in which the exchange
offer or the acceptance of the exchange offer would not be in compliance with
the securities laws or blue sky laws of such jurisdiction.
Expiration Date; Extensions
The expiration date at the exchange offer is June 11, 1999 at 5:00 p.m., New
York City time. Case, in its sole discretion, may extend the exchange offer. If
Case extends the exchange offer, the expiration date will be the latest date
and time to which the exchange offer is extended. Case will notify the exchange
agent of any extension by oral or written notice and will make a public
announcement of the extension no later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled expiration date.
Case expressly reserves the right, in its sole and absolute discretion:
. to delay accepting any old notes;
. to extend the exchange offer;
. if any of the conditions under "--Conditions of the Exchange Offer" have
not been satisfied, to terminate the exchange offer; and
. to waive any condition or otherwise amend the terms of the exchange offer
in any manner.
If the exchange offer is amended in a manner determined by Case to constitute a
material change, Case will promptly disclose such amendment by means of a
prospectus supplement that will be distributed to the registered holders of the
old notes. Any delay in acceptance, extension, termination or amendment will be
followed promptly by an oral or written notice of the event to the exchange
agent. Case will also make a public announcement of the event. If the
announcement relates to an extension, the announcement will be made no later
than 9:00 a.m., New York City time, on the next business day after the
previously scheduled expiration date. Without limiting the manner in which Case
may choose to make any public announcement and subject to applicable law, Case
has no obligation to publish, advertise or otherwise communicate any such
public announcement other than by issuing a release to a national news service.
Terms of the Exchange Offer
Case is offering, upon the terms and subject to the conditions set forth in
this prospectus and in the accompanying letter of transmittal, to exchange
$1,000 in principal amount of new notes for each $1,000 in principal amount of
outstanding old notes. Case will accept for exchange any and all old notes that
are validly tendered on or before 5:00 p.m., New York City time, on the
expiration date. Tenders of the old notes may be withdrawn at any time before
5:00 p.m., New York City time, on the expiration date. The exchange offer is
not conditioned upon any minimum principal amount of old notes being tendered
for exchange. However, the exchange offer is subject to the registration rights
agreement and the satisfaction of the conditions described under "--Conditions
of the Exchange Offer." Old notes may be tendered only in multiples of $1,000.
Holders may tender less than the aggregate principal amount represented by
their old notes if they appropriately indicate this fact on the letter of
transmittal accompanying the tendered old notes or indicate this fact pursuant
to the procedures for book-entry transfer described below.
17
As of the date of this prospectus, $300 million in aggregate principal
amount of the old notes were outstanding. Solely for reasons of administration,
Case has fixed the close of business on May 10, 1999, as the record date for
purposes of determining the persons to whom this prospectus and the letter of
transmittal will be mailed initially. Only a holder of the old notes (or such
holder's legal representative or attorney-in-fact) whose ownership is reflected
in the records of The Bank of New York, as registrar, or whose notes are held
of record by the depository, may participate in the exchange offer. There will
be no fixed record date for determining the eligible holders of the old notes
that are entitled to participate in the exchange offer. Case believes that, as
of the date of this prospectus, no holder is an "affiliate' (as defined in Rule
405 under the 1933 Act) of Case.
Case will be deemed to have accepted validly tendered old notes when, as and
if Case gives oral or written notice of its acceptance to the exchange agent.
The exchange agent will act as agent for the tendering holders of old notes and
for purposes of receiving the new notes from Case. If any tendered old notes
are not accepted for exchange because of an invalid tender or otherwise,
certificates for the unaccepted old notes will be returned, without expense, to
the tendering holder as promptly as practicable after the expiration date.
Holders of old notes do not have any appraisal or dissenters' rights under
applicable law or the Indenture as a result of the exchange offer. Case intends
to conduct the exchange offer in accordance with the applicable requirements of
the 1934 Act and the rules and regulations under the 1934 Act, including Rule
14e-1.
Holders who tender their initial notes in the exchange offer will not be
required to pay brokerage commissions or fees or, subject to the instructions
in the letter of transmittal, transfer taxes with respect to the exchange of
initial notes pursuant to the exchange offer. Case will pay all charges and
expenses, other than transfer taxes in certain circumstances, in connection
with the exchange offer. See "--Fees and Expenses."
Neither Case nor its board of directors make any recommendation to holders
of old notes as to whether to tender any of their old notes pursuant to the
exchange offer. In addition, no one has been authorized to make any such
recommendation. Holders of old notes must make their own decision whether to
participate in the exchange offer and, if the holder chooses to participate in
the exchange offer, the aggregate principal amount of old notes to tender,
after reading carefully this prospectus and the letter of transmittal and
consulting with their advisors, if any, based on their own financial position
and requirements.
Conditions of the Exchange Offer
You must tender your old notes in accordance with the requirements of this
prospectus and the letter of transmittal in order to participate in the
exchange offer.
Notwithstanding any other provision of the exchange offer, or any extension
of the exchange offer, Case will not be required to accept for exchange any old
notes, and may terminate or amend the exchange offer if:
. the exchange offer, or the making of any exchange by a holder, violates
any applicable law or interpretation of the SEC staff; or
. any action or proceeding has been instituted or threatened in any court
or by or before any governmental entity with respect to the exchange
offer which, in Case's judgment, would reasonably be expected to impair
Case's ability to proceed with the exchange offer.
If Case determines in its sole discretion that any of the above events or
conditions has occurred, Case may, subject to applicable law, terminate the
exchange offer and return all old notes tendered for exchange or may waive any
condition or amend the terms of the exchange offer.
Case expects that the above conditions will be satisfied. The above
conditions are for Case's sole benefit and may be waived by Case at any time in
Case's sole discretion. Case's failure at any time to exercise any of the above
rights will not be a waiver of those rights and each right will be deemed an
ongoing right that may be asserted at any time. Any determination by Case
concerning the events described above will be final and binding upon all
parties.
18
Interest
Each new note will bear interest from the most recent date to which interest
has been paid or duly provided for on the old note surrendered in exchange for
such new note or, if no such interest has been paid or duly provided for on
such old note, from December 7, 1998. Holders of the old notes whose old notes
are accepted for exchange will not receive accrued interest on such old notes
for any period from and after the last interest payment date to which interest
has been paid or duly provided for on such old notes prior to the original
issue date of the new notes or, if no such interest has been paid or duly
provided for, will not receive any accrued interest on such old notes, and will
be deemed to have waived the right to receive any interest on such old notes
accrued from and after such interest payment date or, if no such interest has
been paid or duly provided for, from and after December 7, 1998. Interest on
the new notes will be payable semi-annually on June 1 and December 1 of each
year.
Procedures for Tendering Old Notes
The tender of a holder's old notes and Case's acceptance of old notes will
constitute a binding agreement between the tendering holder and Case upon the
terms and conditions of this prospectus and the letter of transmittal. Unless a
holder tenders old notes according to the guaranteed delivery procedures or the
book-entry procedures described below, the holder must transmit the old notes,
together with a properly completed and executed letter of transmittal and all
other documents required by the letter of transmittal, to the exchange agent at
its address before 5:00 p.m., New York City time on the expiration date. The
method of delivery of old notes, letters of transmittal and all other required
documents is at the election and risk of the tendering holder. If delivery is
by mail, it is recommended that registered mail, properly insured, with return
receipt requested, be used. Instead of delivery by mail, it is recommended that
each holder use an overnight or hand delivery service. In all cases, sufficient
time should be allowed to assure timely delivery.
Any beneficial owner of the old notes whose old notes are registered in the
name of a broker, dealer, commercial bank, trust company or other nominee and
who wishes to tender old notes in the exchange offer should contact that
registered holder promptly and instruct that registered holder to tender on its
behalf. If the beneficial owner wishes to tender directly, it must, prior to
completing and executing the letter of transmittal and tendering old notes,
make appropriate arrangements to register ownership of the old notes in its
name. Beneficial owners should be aware that the transfer of registered
ownership may take considerable time.
Any financial institution that is a participant in DTC's Book-Entry Transfer
Facility system may make book-entry delivery of the old notes by causing DTC to
transfer the old notes into the exchange agent's account in accordance with
DTC's procedures for such transfer. To be timely, book-entry delivery of old
notes requires receipt of a confirmation of a book-entry transfer before the
expiration date. Although delivery of the old notes may be effected through
book-entry transfer into the exchange agent's account at DTC, the letter of
transmittal (or facsimile), properly completed and executed, with any required
signature guarantees and any other required documents or an agent's message (as
described below), must in any case, be delivered to and received by the
exchange agent at its address on or before the expiration date, or the
guaranteed delivery procedure set forth below must be complied with.
DTC has confirmed that the exchange offer is eligible for DTC's Automated
Tender Offer Program. Accordingly, participants in DTC's Automated Tender Offer
Program may, instead of physically completing and signing the applicable letter
of transmittal and delivering it to the exchange agent, electronically transmit
their acceptance of the exchange offer by causing DTC to transfer old notes to
the exchange agent in accordance with DTC's Automated Tender Offer Program
procedures for transfer. DTC will then send an agent's message to the exchange
agent.
The term "agent's message" means a message transmitted by DTC, received by
the exchange agent and forming part of the book-entry confirmation, which
states that DTC has received an express acknowledgment from a participant in
DTC's Automated Tender Offer Program that is tendering old notes that are the
subject of such book-entry confirmation, that the participant has received and
agrees to be bound by the terms of the
19
applicable letter of transmittal or, in the case of an agent's message relating
to guaranteed delivery, that the participant has received and agrees to be
bound by the applicable notice of guaranteed delivery, and that Case may
enforce such agreement against that participant.
Each signature on a letter of transmittal or a notice of withdrawal must be
guaranteed unless the old notes are tendered:
. by a registered holder who has not completed the box entitled "Special
Delivery Instructions"; or
. for the account of an eligible institution (as described below).
If a signature on a letter of transmittal or a notice of withdrawal is required
to be guaranteed, the signature must be guaranteed by a participant in a
recognized Medallion Signature Program (a "Medallion Signature Guarantor"). If
the letter of transmittal is signed by a person other than the registered
holder of the old notes, the old notes surrendered for exchange must be
endorsed by the registered holder, with the signature guaranteed by a Medallion
Signature Guarantor. If any letter of transmittal, endorsement, bond power,
power of attorney or any other document required by the letter of transmittal
is signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should sign in that capacity when signing.
Such person must submit evidence satisfactory to Case, in Case's sole
discretion, of his authority to so act unless Case waives such requirement.
As used in this prospectus with respect to the old notes, a "registered
holder" is any person in whose name the old notes are registered on the books
of the registrar. An "eligible institution" is a firm that is a member of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office
or correspondent in the United States or any other "eligible guarantor
institution" as such term is defined in Rule 17Ad-15 under the 1934 Act.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of old notes tendered for exchange will be
determined by Case in its sole discretion. Case's determination will be final
and binding. Case reserves the absolute right to reject old notes not properly
tendered and to reject any old notes if acceptance might, in the judgment of
Case or its counsel, be unlawful. Case also reserves the absolute right to
waive any defects or irregularities or conditions of the exchange offer as to
particular old notes at any time, including the right to waive the
ineligibility of any holder who seeks to tender old notes in the exchange
offer. The interpretation by Case of the terms and conditions of the exchange
offer, including the letter of transmittal and its instructions, will be final
and binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of old notes for exchange must be cured within such
period of time as Case determines. Neither Case nor the exchange agent is under
any duty to give notification of defects in such tenders or will incur any
liability for failure to give such notification. The exchange agent will use
reasonable efforts to give notification of defects or irregularities with
respect to tenders of old notes for exchange but will not incur any liability
for failure to give such notification. Tenders of old notes will not be deemed
to have been made until such irregularities have been cured or waived.
By tendering, you will represent to Case that, among other things:
. the new notes to be received in the exchange offer are being acquired in
the ordinary course of your business;
. you do not intend to participate, and have no arrangement or
understanding with any person to participate, in the distribution (within
the meaning of the 1933 Act) of the new notes;
. you are not a broker-dealer that acquired your notes directly from Case
in order to resell them pursuant to Rule 144A under the 1933 Act or any
other available exemption under the 1933 Act;
. if you are a broker-dealer that acquired old notes as a result of market-
making or other trading activities, you will deliver a prospectus in
connection with any resale of new notes acquired in the exchange offer;
. you are not Case's "affiliate" (as defined in Rule 405 under the 1933
Act).
In connection with a book-entry transfer, each participant will confirm that it
makes the representations and warranties contained in the letter of
transmittal.
20
Guaranteed Delivery Procedures
Holders who wish to tender their old notes and:
. whose old notes are not immediately available, or
. who cannot deliver their old notes or any other documents required by the
letter of transmittal to the exchange agent on or before the expiration
date (or complete the procedure for book-entry transfer on a timely
basis),
may tender their old notes according to the guaranteed delivery procedures
described in the letter of transmittal.
Those procedures require that:
. tender be made by or through an eligible institution and a notice of
guaranteed delivery must be signed by such holder;
. on or before the expiration date, the exchange agent receive from the
holder and the eligible institution a properly completed and executed
notice of guaranteed delivery (by facsimile transmission, mail or hand
delivery) setting forth the name and address of the holder, the
certificate number or numbers of the tendered old notes, and the
principal amount of tendered old notes, which states that the tender is
being made pursuant to the guaranteed delivery procedures and
guaranteeing that, within four business days after the date of delivery
of the notice of guaranteed delivery, the tendered old notes in proper
form for transfer or confirmation of a book-entry transfer of those old
notes into the exchange agent's account at DTC, a duly executed letter of
transmittal and any other required documents will be deposited by the
eligible institution with the exchange agent; and
. properly completed and executed documents required by the letter of
transmittal and the tendered old notes in proper form for transfer or
confirmation of a book-entry transfer of such old notes into the exchange
agent's account at DTC be received by the exchange agent within four
business days after the expiration date.
Any holder who wishes to tender old notes pursuant to the guaranteed delivery
procedures must ensure that the exchange agent receives the notice of
guaranteed delivery and letter of transmittal relating to such old notes before
5:00 p.m., New York City time, on the expiration date.
Acceptance of Old Notes for Exchange; Delivery of New Notes
Upon satisfaction or waiver of all the conditions to the exchange offer,
Case will accept old notes that are properly tendered in the exchange offer
prior to 5:00 p.m., New York City time, on the expiration date. The new notes
will be delivered promptly after acceptance of the old notes. For purposes of
the exchange offer, Case will be deemed to have accepted validly tendered old
notes, when, as and if Case has given notice to the exchange agent.
Withdrawal Rights
Tenders of the old notes may be withdrawn by delivery of a written or
facsimile transmission notice to the exchange agent, at its address set forth
under "--The Exchange Agent; Assistance" at any time before 5:00 p.m., New York
City time, on the expiration date. Any such notice of withdrawal must:
. specify the name of the person having deposited the old notes to be
withdrawn;
. identify the old notes to be withdrawn (including the certificate number
or numbers and principal amount of such old notes), or, in the case of
old notes transferred by book-entry transfer, the name and number of the
account at DTC to be credited;
. be signed by the holder in the same manner as the original signature on
the letter of transmittal by which old notes were tendered, including any
required signature guarantees, or be accompanied by a bond power in the
name of the person withdrawing the tender, in satisfactory form as
determined by Case in its sole discretion, executed by the registered
holder, with the signature guaranteed by a Medallion Signature Guarantor,
together with the other documents required upon transfer by the
Indenture; and
21
. specify the name in which the old notes are to be re-registered, if
different from the person who deposited the old notes.
All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by Case, in its sole discretion.
The old notes withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the exchange offer. Any old notes that have been
tendered for exchange but are withdrawn will be returned to the holder without
cost as soon as practicable after withdrawal. Properly withdrawn old notes may
be retendered pursuant to the procedures described under "--Procedures for
Tendering Old Notes" at any time on or before the expiration date.
The Exchange Agent; Assistance
The Bank of New York, a New York banking corporation, is the exchange agent.
All tendered old notes, executed letters of transmittal and other related
documents should be directed to the exchange agent. Questions and requests for
assistance and requests for additional copies of the prospectus, the letter of
transmittal and other related documents should be addressed to the exchange
agent as follows:
By Registered or Certified Mail:
The Bank of New York
101 Barclay Street, Floor 7-E
New York, NY 10286
Attention: Reorganization Section
By Hand or Overnight Courier:
The Bank of New York
101 Barclay Street
Corporate Trust Services Window
Ground Level
New York, NY 10286
Attention: Reorganization Section
By Facsimile: (212) 815-
6339
Attention: Gertrude Jeanpierre
Confirm by Telephone (eligible institutions only): (212)
815-5920
Fees and Expenses
Case will bear the expenses of soliciting old notes for exchange. The
principal solicitation is being made by mail by the exchange agent. Additional
solicitation may be made by telephone, facsimile or in person by officers and
regular employees of Case and its affiliates and by persons so engaged by the
exchange agent.
Case will pay the exchange agent reasonable and customary fees for its
services and will reimburse it for its reasonable out-of-pocket expenses in
connection with its services and pay other registration expenses, including
fees and expenses of the trustee under the Indenture, filing fees, blue sky
fees and printing and distribution expenses.
Case has not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptance of the exchange offer.
Case will pay all transfer taxes, if any, applicable to the exchange of old
notes pursuant to the exchange offer. If, however, a transfer tax is imposed
for any reason other than the exchange of old notes pursuant to the exchange
offer, then the amount of those transfer taxes, whether imposed on the
registered holder or any other persons, will be payable by the tendering
holder. If satisfactory evidence of payment of those taxes or exemption is not
submitted with the letter of transmittal, the amount of those transfer taxes
will be billed directly to such tendering holder.
22
Accounting Treatment
The new notes will be recorded at the same carrying value as the old notes,
as reflected in Case's accounting records on the date of the exchange.
Accordingly, Case will recognize no gain or loss for accounting purposes. The
expenses of the exchange offer will be amortized over the term of the new
notes.
Consequences of Not Exchanging Old Notes
As a result of this exchange offer, Case will have fulfilled most of its
obligations under the registration rights agreement, and holders who do not
tender their old notes, except for certain instances involving the initial
purchasers or holders of old notes who are not eligible to participate in the
exchange offer or who do not receive freely transferrable new notes pursuant to
the exchange offer, will not have any further registration rights under the
registration rights agreement or otherwise and will not have rights to receive
additional interest. Accordingly, any holder that does not exchange its old
notes for new notes will continue to hold the untendered old notes and will be
entitled to all the rights and subject to all the limitations applicable under
the indenture, except to the extent that such rights or limitations, by their
terms, terminate or cease to have further effectiveness as a result of the
exchange offer.
The old notes that are not exchanged for new notes pursuant to the exchange
offer will remain restricted securities within the meaning of the 1933 Act. In
general, such old notes may be resold only:
. to Case or any of its subsidiaries;
. inside the United States to a "qualified institutional buyer" in
compliance with Rule 144A under the 1933 Act;
. inside the United States to an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3), or (7) under the 1933 Act), or an
"accredited investor" that, prior to such transfer, furnishes or has
furnished on its behalf by a U.S. broker-dealer to the trustee under the
indenture a signed letter containing certain representations and
agreements relating to the restrictions on transfer of the new notes, the
form of which letter can be obtained from the trustee;
. outside the United States in compliance with Rule 904 under the 1933 Act;
. pursuant to the exemption from registration provided by Rule 144 under
the 1933 Act, if available; or
. pursuant to an effective registration statement under the 1933 Act.
Each accredited investor that is not a qualified institutional buyer and
that is an original purchaser of any of the old notes from the initial
purchasers will be required to sign a letter confirming that it is an
accredited investor under the 1933 Act and that it acknowledges the transfer
restrictions summarized above.
Resales of the New Notes
Case is making the exchange offer in reliance on the position of the staff
of the SEC as set forth in interpretive letters addressed to third parties in
other transactions. However, Case has not sought its own interpretive letter.
Although there has been no indication of any change in the staff's position,
there can be no assurance that the staff of the SEC would make a similar
determination with respect to the exchange offer as it has in the interpretive
letters to third parties. Based on these interpretations by the staff, and
except as provided below, Case believes that new notes may be offered for
resale, resold and otherwise transferred by a holder that participates in the
exchange offer and is not a broker-dealer without further compliance with the
registration and prospectus delivery provisions of the 1933 Act. In order to
receive new notes that are freely tradeable, a holder must acquire the new
notes in the ordinary course of its business and may not participate, or have
any arrangement or understanding with any person to participate, in the
distribution (within the meaning of the 1933 Act) of the new notes. Holders
wishing to participate in the exchange offer must make the representations
described in "--Procedures for Tendering Old Notes" above.
Any holder of old notes:
. who is Case's "affiliate" (as defined in Rule 405 under the 1933 Act);
. who did not acquire the new notes in the ordinary course of its business;
23
. who intends to participate in the exchange offer for the purpose of
distributing (within the meaning of the 1933 Act) new notes; or
. who is a broker-dealer who purchased old notes from Case to resell them
pursuant to Rule 144A under the 1933 Act or any other available exemption
under the 1933 Act,
will be subject to separate restrictions. Each holder in any of the above
categories:
. will not be able to rely on the interpretations of the staff of the SEC
in the above-mentioned interpretive letters;
. will not be permitted or entitled to tender old notes in the exchange
offer; and
. must comply with the registration and prospectus delivery requirements of
the 1933 Act in connection with any sale or other transfer of old notes
unless such sale is made pursuant to an exemption from such requirements.
In addition, if you are a broker-dealer holding old notes acquired for your
own account, then you may be deemed a statutory "underwriter" within the
meaning of the 1933 Act and must deliver a prospectus meeting the requirements
of the 1933 Act in connection with any resales of your new notes. Each broker-
dealer that receives new notes for its own account pursuant to the exchange
offer must acknowledge that it acquired the old notes for its own account as a
result of market-making activities or other trading activities and must agree
that it will deliver a prospectus meeting the requirements of the 1933 Act in
connection with any resale of those new notes. The letter of transmittal states
that by making the above acknowledgment and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the 1933 Act. Based on the position taken by the SEC staff in
the interpretive letters referred to above, Case believes that broker-dealers
who acquired old notes for their own accounts, as a result of market-making or
other trading activities ("Participating Broker-Dealers") may fulfill their
prospectus delivery requirements with respect to the new notes received upon
exchange of old notes (other than old notes which represent an unsold allotment
from the original sale of the old notes) with a prospectus meeting the
requirements of the 1933 Act, which may be the prospectus prepared for an
exchange offer so long as it contains a description of the plan of distribution
with respect to the resale of such new notes. Accordingly, this prospectus, as
it may be amended or supplemented, may be used by a Participating Broker-Dealer
during the period referred to below in connection with resales of new notes
received in exchange for old notes where such old notes were acquired by such
Participating Broker-Dealer for its own account as a result of market-making or
other trading activities. Subject to certain provisions set forth in the
registration rights agreement, Case has agreed that this prospectus may be used
by a Participating Broker-Dealer in connection with resales of such new notes.
See "Plan of Distribution." However, a Participating Broker-Dealer who intends
to use this prospectus in connection with the resale of new notes received in
exchange for old notes pursuant to the exchange offer must notify Case, or
cause Case to be notified, on or before the expiration date of the exchange
offer, that it is a Participating Broker-Dealer. Such notice may be given in
the space provided for that purpose in the letter of transmittal or may be
delivered to the exchange agent at the address set forth under "--The Exchange
Agent; Assistance." Any Participating Broker-Dealer who is an "affiliate" of
Case may not rely on such interpretive letters and must comply with the
registration and prospectus delivery requirements of the 1933 Act in connection
with any resale transaction.
Each Participating Broker-Dealer who tenders old notes pursuant to the
exchange offer will be deemed to have agreed, by execution of the letter of
transmittal, that, upon receipt of notice from Case of the occurrence of any
event or the discovery of any fact which makes any statement contained in this
prospectus untrue in any material respect or which causes this prospectus to
omit to state a material fact necessary in order to make the statements
contained herein, in light of the circumstances under which they were made, not
misleading or of the occurrence of certain other events specified in the
registration rights agreement, such Participating Broker-Dealer will suspend
the sale of new notes pursuant to this prospectus until Case has amended or
supplemented this prospectus to correct such misstatement or omission and has
furnished copies of the amended or supplemented prospectus to such
Participating Broker-Dealer or Case has given notice that the sale of the new
notes may be resumed, as the case may be.
24
Miscellaneous
Participation in the exchange offer is voluntary and holders should
carefully consider whether to accept. Holders of the old notes are urged to
consult their financial and tax advisors in making their own decisions on what
action to take.
DESCRIPTION OF NOTES
The old notes were, and the new notes will be, issued as a single series of
securities under the Indenture, dated as of July 31, 1995, between Case and The
Bank of New York, as trustee. The form and term of the new notes are
substantially identical to the form and term of the old notes, except that the
new notes:
. will be registered under the 1933 Act;
. will not, except under limited circumstances, have registration rights or
rights to additional interest; and
. will not bear any legends restricting transfer.
The new notes will be issued solely in exchange for an equal principal amount
of old notes. As of the date of this prospectus, $300 million aggregate
principal amount of old notes is outstanding. See "The Exchange Offer."
The following summaries of certain provisions of the Indenture are not
complete; they are subject to all the provisions of the Indenture, including
definitions of terms used in the Indenture. Wherever Case refers to particular
sections or defined terms used in the Indenture, such sections or defined terms
are automatically incorporated into this prospectus. Case has filed a copy of
the Indenture with the SEC and the Indenture is incorporated by reference into
the registration statement. In addition to the old notes, which were issued on
December 7, 1998, Case has issued $300,000,000 aggregate principal amount of
its 7 1/4% Notes due August 1, 2005 and $300,000,000 aggregate principal amount
of its 7 1/4% Notes due January 15, 2016 under the Indenture.
General
The Indenture does not limit the amount of securities that may be issued
under it. Securities may be issued from time to time in one or more series. The
new notes will be unsecured and unsubordinated obligations of Case and will
rank equally and ratably with other unsecured and unsubordinated obligations of
Case. The new notes are effectively subordinate to all of Case's secured debt
and all indebtedness of subsidiaries of Case with respect to the assets of such
subsidiaries (aggregating approximately $3,319 million at March 31, 1999).
The new notes will mature on December 1, 2003. The new notes will be limited
to $300,000,000 aggregate principal amount. Interest on the new notes will be
computed on the basis of a 360-day year of twelve 30-day months and will be
payable on each June 1 and December 1. Each new note will bear interest from
the most recent date to which interest has been paid or duly provided for on
the old note surrendered in exchange for such new note or, if no such interest
has been paid or duly provided for on such old note, from December 7, 1998.
Holders of the old notes whose old notes are accepted for exchange will not
receive accrued interest on such old notes for any period from and after the
last interest payment date to which interest has been paid or duly provided for
on such old notes prior to the original issue date of the new notes or, if no
such interest has been paid or duly provided for, will not receive any accrued
interest on such old notes, and will be deemed to have waived the right to
receive any interest on such old notes accrued from and after such interest
payment date or, if no such interest has been paid or duly provided for, from
and after December 7, 1998. Interest payable on the new notes on each interest
payment date will include interest accrued from the previous interest payment
date or, if no such interest has been paid or duly provided for, from December
7, 1998. Case will pay interest to the person in whose name a note (or any
predecessor note) is registered at the close of business on the May 15 or
November 15, as the case may be, before such interest payment date.
25
Payments of principal and interest to owners of interests in the global
notes are expected to be made in accordance with the depository's and its
participants' procedures. See "--Book-Entry Notes." Principal of, any premium,
and interest on notes in definitive form will be payable at the office or
agency of Case maintained for such purpose in New York, New York. Initially,
payments will be made at the office of an affiliate of the paying agent. The
trustee will initially be the securities registrar and paying agent. The
payment of interest on notes in definitive form may be made at the option of
Case by check mailed to the person entitled to payment as shown on the
security register. The notes will be exchangeable and transferable at the
office or agency of Case in New York, New York, which initially will be at the
office of an affiliate of the paying agent. Except as otherwise described in
"--Book-Entry Notes," the new notes will be issued only in fully registered
form without coupons and in denominations of $1,000 or integral multiples of
$1,000. Case will not impose a service charge for any registration of transfer
or exchange of notes, but Case may require payment of a sum sufficient to
cover any tax or other governmental charge imposed in connection with a
registration or transfer or exchange.
Case will pay principal, any premium, and interest on the notes in
immediately available funds. The new notes will trade in the Same-Day Funds
Settlement System of The Depository Trust Company. Thus, purchasers of new
notes in the secondary market must pay for the notes in immediately available
funds.
The new notes are not redeemable prior to maturity. The new notes do not
provide for any sinking fund.
The provisions of Sections 13.2 and 13.3 of the Indenture relating to
defeasance and covenant defeasance are applicable to the notes. See "--
Defeasance and Covenant Defeasance."
The Indenture does not contain covenants or other provisions designed to
afford holders of the notes protection in the event of a highly leveraged
transaction, change in credit rating or other similar occurrence.
Book-Entry Notes
The old notes offered and sold to qualified institutional buyers (as
defined under Rule 144A of the 1933 Act) or "QIBs" were each registered in
book-entry form and are represented by two global notes in fully registered
form without interest coupons. These global notes were deposited with the
trustee as custodian for The Depository Trust Company or "DTC" and registered
in the name of Cede & Co.
The old notes offered and sold to persons outside the United States who
received such old notes pursuant to sales in accordance with Regulation S
under the 1933 Act were initially represented by a global note certificate in
fully registered form without interest coupons. This certificate was deposited
with the trustee as custodian for DTC and registered in the name of Cede & Co.
Before the expiration of the "40-day restricted period" (within the meaning of
Rule 903 of Regulation S), transfers of interest in this certificate were only
effected through records maintained by DTC, Cedel Bank, societe anonyme
("CEDEL") or the Euroclear System ("Euroclear").
Except as described below, the new notes will be represented by one or more
global notes. Case will deposit the global notes representing the new notes
with DTC. The global notes will be registered in the name of DTC or its
nominee. Except as provided below, the new notes will not be issued in
definitive form. One certificate will be issued in the principal amount of
$200 million of principal amount and one certificate will be issued in the
principal amount of $100 million.
Holders of new notes who elect to take physical delivery of their
certificates instead of holding their interest through the global notes will
be issued a certificated new note in registered form. Upon the transfer of any
certificated new note initially issued to such holders, such certificated new
note will, unless the transferree requests otherwise or the global notes have
previously been exchanged in whole for certificated new notes, be exchanged
for an interest in the global notes representing the new notes.
26
The Depository Trust Company is a limited-purpose trust company organized
under the New York Banking Law. It is a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered pursuant to the provisions of Section
17A of the 1934 Act. DTC holds securities that its participants (including
CEDEL and Euroclear) deposit with it. DTC also facilitates the settlement among
participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic book-entry changes in participants'
accounts, which eliminates the need for physical movement of certificates.
Direct participants include securities brokers and dealers, banks, trust
companies, clearing corporations and other organizations. DTC is owned by a
number of its direct participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to DTC's book entry system is also available to others,
such as securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a direct participant, either
directly or indirectly. These other entities are referred to as "indirect
participants." The rules applicable to DTC and its participants are on file
through the SEC.
Purchases of new notes represented by a global note under DTC's system must
be made by or through direct participants. Direct participants will receive a
credit for the new notes on DTC's records. The ownership interest of each
actual purchaser of each note will be recorded on the direct and indirect
participants' records. Each actual purchaser is referred to as a "beneficial
owner." Beneficial owners will not receive written confirmation from DTC of
their purchase, but beneficial owners are expected to receive written
confirmations providing details of the transaction and periodic statements of
their holdings, from the direct or indirect participant through which the
beneficial owner entered into the transaction. Transfers of ownership interests
in the new notes will be accomplished by entries made on the books of
participants acting on behalf of beneficial owners. Beneficial owners will not
receive certificates representing their ownership interests in the new notes,
except if use of the book-entry system for the new notes is discontinued. All
beneficial ownership interests in the global notes, including those held
through Euroclear or CEDEL, will be subject to the procedures and requirements
of DTC and where applicable, Euroclear or CEDEL. The laws of some states
require that certain purchasers of notes take physical delivery of securities
in definitive form. These limits and laws may impair the ability to transfer
beneficial interests in the global notes.
So long as the depository for the global notes, or its nominee, is the
registered owner of the global notes, it will be considered the sole owner or
holder of the notes represented by the global notes. Except as provided below,
owners of beneficial interests in the new notes represented by the global notes
will not be entitled to have their new notes represented by such global notes
registered in their names, will not receive or be entitled to receive physical
delivery of the new notes in definitive form and will not be considered the
owners or holders of the notes under the Indenture.
To facilitate subsequent transfers, all notes deposited by participants with
DTC are registered in the name of DTC's partnership nominee, Cede & Co. The
deposit of the new notes with DTC and their registration in the name of Cede &
Co. cause no change in beneficial ownership. DTC has no knowledge of the actual
beneficial owners of the new notes; its records reflect only the identity of
the direct participants to whose accounts the notes are credited, which may or
may not be the beneficial owners. The participants will remain responsible for
keeping account of their holdings on behalf of their customers. Conveyance of
notices and other communications by DTC to direct participants, by direct
participants to indirect participants and by direct participants and indirect
participants to beneficial owners will be governed by arrangements among them.
Those arrangements are subject to any applicable statutory or regulatory
requirements.
Neither DTC nor Cede & Co. will consent or vote with respect to the new
notes. Under its usual procedures, DTC mails an omnibus proxy to Case as soon
as possible after the record date. The omnibus proxy assigns Cede & Co.'s
consenting or voting rights to direct participants whose accounts the new notes
are credited on the record date. Those direct participants are identified in a
listing attached to the omnibus proxy.
Case will make payments of principal, any premium and interest on the global
notes through the trustee or a paying agent to the depository, as the
registered owner of the global notes. Neither Case, the trustee, nor the
27
paying agent will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the global notes, or for maintaining, supervising or reviewing any
records relating to beneficial ownership interests.
DTC has advised Case that, upon its receipt of any payment in respect of a
global note, it will credit direct participants' accounts on the payable date
in accordance with their respective holdings shown on its records unless it has
reason to believe that it will not receive payment on the payable date.
Payments by participants to beneficial owners will be governed by standing
instructions and customary practices, as is the case with notes held for the
accounts of customers in bearer form or registered in "street name." These
payments will be the responsibility of the participant and not of DTC, the
paying agent or Case, subject to any applicable statutory or regulatory
requirements. It is Case's responsibility or the paying agent's responsibility
to make payments to DTC. It is the responsibility of DTC to disburse the
payments to direct participants. It is the responsibility of direct and
indirect participants to disburse the payments to beneficial owners.
Transfer between participants in DTC will be effected in the ordinary way in
accordance with DTC rules. If a holder requires physical delivery of
certificated notes for any reason, including to sell notes to persons in states
which require physical delivery of such notes or to pledge such notes, such
holder must transfer its interest in the global note, in accordance with the
normal procedures of DTC and the procedures set forth in the Indenture.
Transfers between participants in Euroclear and CEDEL will be effected in the
ordinary way in accordance with their respective rules and operating
procedures.
Cross-market transfers between DTC, on the one hand, and directly or
indirectly through Euroclear or CEDEL participants, on the other, will be
effected by DTC in accordance with DTC rules on behalf of Euroclear or CEDEL,
as the case may be, by its respective depository. However, such cross-market
transactions will require delivery of instructions to Euroclear or CEDEL, as
the case may be, by the counterparty in such system in accordance with its
rules and procedures and within its established deadlines (Brussels time).
Euroclear or CEDEL, as the case may be, will, if the transaction meets its
settlement requirements, deliver instructions to its respective depository to
take action to effect final settlement on its behalf by delivering or receiving
interests in the global note in DTC, and making or receiving payment in
accordance with normal procedures for same-day funds settlements applicable to
DTC. CEDEL participants and Euroclear participants may not deliver instructions
directly to the depositories for CEDEL or Euroclear.
Because of time zone differences, the securities account of a Euroclear or
CEDEL participant purchasing an interest in a global note from a DTC
participant will be credited during the securities settlement processing day
(which must be a business day for Euroclear and CEDEL) immediately following
the DTC settlement date. The credit of any transactions in interest in a global
note settled during such processing day will be reported to the relevant
Euroclear or CEDEL participant on such day. Cash received in Euroclear or CEDEL
as a result of sales of interests in a global note by or through a Euroclear or
CEDEL participant to a DTC participant will be received for value on the DTC
settlement date but will be available in the relevant Euroclear or CEDEL cash
account only as of the business day following settlement in DTC.
Subject to certain conditions, any person having a beneficial interest in a
global note may, upon request to the trustee, exchange its beneficial interest
for certificated notes. Upon any such issuance of certificated notes, the
trustee is required to register such certificated notes in the name of, and
cause the same to be delivered to, the person or persons who requested
certificated notes or its nominee. In addition, if DTC is at any time unwilling
or unable to continue as a depositary for the global notes and a successor
depositary is not appointed by Case within 90 days, Case will issue
certificated notes in exchange for the global notes. If there is an event of
default under the Indenture, DTC will exchange the global notes for
certificated notes, which it will distribute to its participants.
DTC informs Case that its management is aware that some computer
applications, systems, and the like for processing data may encounter "Year
2000 problems." DTC informs Case that it has informed its participants and
other members of the financial community that it has developed and is
implementing a
28
program so that its systems, as they relate to the timely payments of
distributions, including principal and income payments, to securityholders,
book-entry deliveries, and settlement of trades, continue to function
appropriately. According to DTC, this program includes a complete technical
assessment and a complete remediation plan. Additionally, DTC informs Case that
its plan includes a testing phase, which is expected to be completed within
appropriate time frames.
However, DTC informs Case that its ability to perform properly its services
is also dependent upon other parties, including issuers and their agents, and
third party vendors that license software and hardware and provide information
or services, including telecommunications and electrical utility services. DTC
has informed Case that it is contacting, and will continue to contact, third
party vendors that provide services to impress upon them the importance of
those services being Year 2000 compliant and determine the extent of their
efforts for Year 2000 remediation and testing of their services. In addition,
DTC informs Case that it is in the process of developing contingency plans it
deems appropriate.
According to DTC, the above information has been provided to its
participants and other members of the financial community for informational
purposes only and is not intended to serve as a representation, warranty or
contract modification of any kind.
The information in this section concerning DTC and its book-entry system has
been obtained from sources that Case believes to be reliable. However, Case
takes no responsibility for the accuracy of that information.
Certain Covenants of Case
Limitations on Secured Funded Debt. Some of Case's property may be subject
to a mortgage or other legal mechanism that gives Case's lenders preferential
rights in that property over other lenders (including the investors in the
notes) or over Case's general creditors if Case fails to pay them back. These
preferential rights are called "liens." Case and its Restricted Subsidiaries
may not place a lien on any Principal Property to secure Funded Debt unless you
and all other holders of the debt securities issued under the Indenture are
granted an equal or higher ranking lien on the same property. "Funded Debt" is
indebtedness of Case or a Restricted Subsidiary that matures more than 12
months from the time of computation. Funded Debt includes any guarantees of
such indebtedness that are not ordinary course guarantees made to sell
receivables, trade acceptances or other paper. Funded Debt also includes
capital lease obligations (as defined in the Indenture) and, in the case of
Restricted Subsidiaries, preferred stock of the Restricted Subsidiary.
However, Case and its Restricted Subsidiaries will not be obligated to grant
you a lien as described above if:
. all Funded Debt secured by a lien on any Principal Property, including
the newly created Funded Debt secured by a lien on any Principal
Property, plus
. all Attributable Debt relating to sale and leaseback transactions
concerning a Principal Property, other than Attributable Debt that may be
disregarded as described in "--Restrictions on Sales and Leasebacks"
below,
would not exceed 15% of Consolidated Net Tangible Assets.
This restriction on liens does not apply to the types of liens described
below, and Case and its Restricted Subsidiaries may disregard, when calculating
the amount of Funded Debt that is secured by a lien, any Funded Debt secured by
the following types of liens:
(1) liens on property of any corporation existing at the time the
corporation becomes a subsidiary of Case;
(2) liens on property existing at the time of acquisition of the
property or incurred within 180 days of acquisition by Case or any
Restricted Subsidiary;
29
(3) liens on property that Case or a Restricted Subsidiary acquired
after July 31, 1995, if the lien was created before or within 270 days
after the acquisition to secure any part of the purchase price of the
property;
(4) liens on property that Case or a Restricted Subsidiary constructed
after July 31, 1995, if the lien was created before or within 270 days
after the later of:
. the completion of construction, or
. the beginning of commercial operation of the property
to secure any part of the construction price of the property;
(5) liens in favor of Case or any Restricted Subsidiary;
(6) liens in favor of a United States federal or state governmental
authority to secure payments under any contract or provisions of any
statute;
(7) liens incurred or assumed in connection with issuing revenue bonds
that bear interest exempt from federal income taxation under Section 103(b)
of the Internal Revenue Code;
(8) liens securing performance of any contract or undertaking not in
connection with borrowing of money, obtaining advances or credit or
securing Funded Debt, if made and continuing in the ordinary course of
business;
(9) liens incurred in connection with Case's or a Restricted
Subsidiary's engaging in leveraged or single-investor lease transactions,
as long as the borrowings secured by the liens are payable solely out of
the income and proceeds of the property subject to the lien and are not a
general obligation of Case or the Restricted Subsidiary;
(10) Any of the following types of liens involving Case or a
Restricted Subsidiary:
. liens arising under worker's compensation, unemployment compensation
or similar laws;
. good faith deposits in connection with bids, tenders or contracts or
to secure a public or statutory obligation;
. cash deposits to secure surety or appeal bonds and similar pledges or
deposits made in the ordinary course of business;
. mechanics' liens, vendors' liens and other similar liens imposed by
law;
. liens arising out of a judgment against Case or as a Restricted
Subsidiary that:
. Case or its Restricted Subsidiary is appealing; and
. a stay of execution of the judgment is in effect pending the appeal;
. liens for taxes that are being contested in good faith or that are
not subject to penalties for nonpayment; or
. minor title exceptions or encumbrances on real property that, in the
opinion of Case, do not materially detract from the value of the
properties or impair their use;
(11) liens incurred to finance construction, alteration or repair of
any Principal Property and improvements to any Principal Property before or
within 270 days after completion of construction, alteration or repair; or
(12) any extension, renewal, refunding or replacement of the liens
described above.
Restrictions on Sale and Leasebacks. Case and its Restricted Subsidiaries
may not enter into sale and leaseback transactions involving a Principal
Property, except as described below. A "sale and leaseback transaction"
generally is an arrangement where Case or a Restricted Subsidiary leases
property for a period in excess of three years from a lessor (other than Case
or a Restricted Subsidiary), which property has been or is to be transferred by
Case or the Restricted Subsidiary to the lessor.
30
However, Case and its Restricted Subsidiaries may enter into a sale and
leaseback transaction without being subject to the above restriction if:
. all Attributable Debt relating to all sale and leaseback transactions
concerning any Principal Property, including the newly created
Attributable Debt under the sale and leaseback transaction concerning any
Principal Property, plus
. all Funded Debt secured by a lien on any Principal Property, other than
Funded Debt secured by liens that may be disregarded when calculating the
amount of Funded Debt secured by a lien as described in "--Limitations on
Secured Funded Debt" above,
would not exceed 15% of Consolidated Net Tangible Assets.
This covenant does not apply to, and there will be excluded from
Attributable Debt in any computation under this covenant or under "--
Limitations on Secured Funded Debt" above, Attributable Debt with respect to
any sale and leaseback transaction if:
(1) Case or a Restricted Subsidiary is permitted to create Funded Debt
secured by a lien that may be disregarded for purposes of calculating the
amount of secured Funded Debt as described in "--Limitations on Secured
Funded Debt" above on the Principal Property to be leased, in an amount
equal to the Attributable Debt with respect to the sale and leaseback
transaction, without granting an equal or higher ranking lien to you and
all other holders of the debt securities;
(2) Case or a Restricted Subsidiary, within 270 days after the transfer
has been made, applies an amount in cash equal to the greater of:
. the net proceeds of the transfer of the Principal Property leased, or
. the fair market value of the Principal Property leased at the time of
entering into the arrangement, as determined by Case,
to the retirement of Funded Debt secured by a lien on any Principal
Property, other than such secured Funded Debt owned by Case or any
Restricted Subsidiary;
(3) Case or a Restricted Subsidiary applies the net proceeds of the
transfer of the Principal Property leased toward investment in another
Principal Property within 270 days before or after the transfer, as long as
the proceeds invested in the other Principal Property do not exceed
. the total cost of Case or any Restricted Subsidiary in the other
Principal Property, minus
. amounts secured by any purchase money or construction mortgages on
the Principal Property that was transferred; or
(4) the effective date of the arrangement is within 270 days of the
acquisition of the Principal Property or completion of construction and
commencement of operation of the Principal Property, whichever is later.
Restrictions on Funded Debt of Certain Restricted Subsidiaries. A Restricted
Subsidiary may not be liable for any Funded Debt, except:
. any Credit Subsidiary may be liable for Funded Debt; and
. all other Restricted Subsidiaries may be liable for Funded Debt if all
Funded Debt of Restricted Subsidiaries, including the newly created
Funded Debt of Restricted Subsidiaries, would not exceed 15% of
Consolidated Industrial Tangible Assets.
The following types of Funded Debt will be disregarded when calculating the
amount of Funded Debt for purposes of this restriction:
. Funded Debt of any corporation existing at the time it becomes a
Restricted Subsidiary; and
. indebtedness among Case and its subsidiaries and indebtedness between
Case's subsidiaries.
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This restriction will also not prohibit Restricted Subsidiaries from incurring
indebtedness in connection with any extension, renewal, refinancing,
replacement or refunding of any of their indebtedness, as long as the principal
amount of the indebtedness being extended, renewed, refinanced, replaced or
refunded is not increased. However, such indebtedness will be included in
computing Funded Debt under this restriction.
Definitions. Following are the meanings of some of the terms that are
important in understanding the above covenants.
"Attributable Debt" means, for each lease with a remaining term of more than
12 months, the present value of the rental payments to be made during the term
of the lease (without considering extensions), discounted, assuming semi-annual
compounding, at the rate per year equal to the greater of:
. the weighted average yield to maturity of all debt securities outstanding
under the Indenture (as computed under the Indenture); and
. the interest rate inherent in the lease, as determined in good faith by
Case.
"Consolidated Industrial Tangible Assets" means, at any date, the total
assets appearing on the industrial consolidated balance sheet of Case and its
Restricted Subsidiaries (other than Credit Subsidiaries) as at the applicable
fiscal quarter end of Case, minus intangible assets (as defined in the
Indenture).
"Consolidated Net Tangible Assets" means, at any date, the total assets
appearing on the consolidated balance sheet of Case and its Restricted
Subsidiaries as at the applicable fiscal quarter end of Case minus:
(a) all current liabilities (due within one year);
(b) applicable reserves;
(c) investments in and advances to subsidiaries that are not Restricted
Subsidiaries, and that are consolidated on the consolidated balance sheet
of Case and its subsidiaries; and
(d) intangible assets (as defined in the Indenture) and liabilities
relating to intangible assets as set forth on the consolidated balance
sheet for such quarter.
"Credit Subsidiary" means Case Credit Corporation and its subsidiaries and
any other subsidiary (including any securitization subsidiary (as defined in
the Indenture)) whose principal business consists of financing Case's dealers
or distributors or the acquisition or disposition of products, by dealers,
distributors or retail customers. Credit Subsidiaries will not include Case
Wholesale Receivables Inc. and any other securitization subsidiary that is a
subsidiary of Case Corporation and not of Case Credit Corporation.
"Principal Property" means any manufacturing plant or foundry located in the
U.S. and owned and operated by Case or any Restricted Subsidiary on or after
July 31, 1995, and any manufacturing equipment owned by Case or any Restricted
Subsidiary on or after July 31, 1995 located in that manufacturing plant.
"Restricted Subsidiary" means any subsidiary of Case other than
(a) a subsidiary
. formed for the purpose of engaging in securitization transactions (as
defined in the Indenture);
. whose indebtedness and other obligations are not guaranteed by Case
or any Restricted Subsidiary; and
. whose indebtedness does not subject Case's or any Restricted
Subsidiary's property to any lien, except liens:
. arising out of representations, warranties and covenants made in
the ordinary course of a securitization transaction; and
. arising from credit support relating to securitization
transactions that is customarily necessary or desirable; and
32
(b) any subsidiary designated by Case's board of directors that does not have
a material interest in any Principal Property.
Events of Default
Any one of the following events will be an event of default for any series
of debt securities issued under the Indenture, including the old notes and new
notes:
(1) Case fails to pay any interest on the debt security within 30 days
after its due date;
(2) Case fails to pay principal of or any premium on the debt security
on its due date;
(3) Case fails to deposit any sinking fund or other payment on the debt
security on its due date;
(4) Case fails to perform or breach any of its other covenants or
warranties in the Indenture, unless the covenant or warranty does not apply
to your series of debt securities, for 60 days after Case receives a
written notice stating Case is in breach;
(5) Case becomes bankrupt or insolvent;
(6) Case defaults under any other indebtedness and, as a result of the
default, a principal amount of indebtedness exceeding $60 million is
declared due and payable prior to its maturity date and Case does not take
sufficient action specified in the Indenture to remedy that default; or
(7) any other event of default provided with respect to a particular
series of debt securities.
If any event of default with respect to any outstanding series of the debt
securities occurs and is not remedied as provided in the Indenture, either the
trustee or the holders of at least 25% of the outstanding principal amount of
that series of the debt securities may declare the entire principal amount of
that series of debt securities to be due and payable immediately. This is
called a declaration of acceleration. At any time after a declaration of
acceleration has been made, but before a judgment based on acceleration has
been obtained, the holders of a majority of the aggregate principal amount of
that series of outstanding debt securities may, under certain circumstances,
rescind the acceleration.
The Indenture provides that, subject to the duty of the trustee during
default to act with the required standard of care if an event of default
occurs, the trustee is not required to exercise any of its rights or powers
under the Indenture at the request of any of the holders of the debt
securities, unless the holders have offered to the trustee reasonable
protection from losses and expenses, which is called "indemnity." If indemnity
is given, the holders of a majority of the principal amount of the outstanding
debt securities of any series may direct the time, method and place of
conducting any legal action for any remedy available to the trustee, or
exercising any of the trustee's powers with respect to that series of debt
securities.
You will not have the right to take legal action under the Indenture, unless
. you give the trustee written notice of an event of default that is not
remedied on time,
. the holders of at least 25% of the principal amount of your series of
outstanding debt securities have requested in writing, and offered
reasonable indemnity, to the trustee to take legal action, and
. the trustee has not received from the holders of a majority of the
principal amount of your series of the outstanding debt securities a
direction not to take legal action or otherwise has failed to take legal
action within 60 days.
However, these limitations do not apply to a suit instituted by a holder of a
debt security to enforce payment of the principal of and any premium or
interest on the holder's debt security on or after the due dates expressed in
the debt security.
Case is required to furnish to the trustee annually a statement as to its
performance of certain of its obligations under the Indenture and as to any
default in its performance.
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Modification and Waiver
Case may modify and amend the Indenture only if the trustee and the holders
of at least the majority of the principal amount of each series of the
outstanding debt securities issued under the Indenture and affected by the
modification or amendment consent to the amendment. Case may not make the
following amendments without the consent of the holders of all affected debt
securities:
(1) any change to the stated maturity of the principal of, or any
installment of principal of or interest on, any debt security;
(2) any reduction to the principal amount of, any premium, or unless
Case indicates otherwise in a prospectus supplement, interest on any debt
security including, in the case of an original issue discount security, the
amount payable upon acceleration;
(3) any change in the place or currency of payment of principal of, any
premium, or interest on any debt security;
(4) any changes that impair your right to take legal action for
enforcement of any payment on any debt security on or after its stated
maturity or, in the case of redemption, on or after the redemption date; or
(5) any reduction in the percentage of the principal amount of any
series of outstanding debt securities that must consent to modify or amend
the Indenture, to waive compliance with its provisions or to waive events
of default.
The holders of at least a majority of the principal amount of any series of
outstanding debt securities may, on behalf of all holders of that series, waive
Case's compliance with some of the restrictive provisions of the Indenture. The
holders of at least a majority of the principal amount of any series of
outstanding debt securities may, on behalf of all holders of that series, waive
any past default under the Indenture, except a default in the payment of
principal, premium or interest and a default in respect of a covenant or
provision of the Indenture that cannot be modified or amended without the
consent of each holder of the affected series of outstanding debt securities.
Consolidation, Merger and Sale of Assets
Case may not consolidate with or merge into any other person or, transfer
substantially all of its assets to any person. Case also may not permit any
person to merge into or consolidate with Case or transfer substantially all of
its asset to Case.
The above restrictions do not apply to:
(1) any successor to Case or purchaser of substantially all of Case's
assets that is organized under the laws of the United States of America,
any state or the District of Columbia, and assumes Case's obligations
relating to the debt securities;
(2) immediately after the transaction, no event of default, has occurred
or would occur; and
(3) if Case's properties or assets become subject to a lien that is not
permitted by the Indenture, Case or its successor grants you a lien on that
property that is equal or superior to the lien resulting from the
transaction.
Defeasance and Covenant Defeasance
The Indenture provides that, if the terms of any debt security permit, at
its option, Case:
(1) will be discharged from its obligations under the debt securities
except for its obligations to register the transfer of debt securities,
replace stolen, lost or mutilated debt securities, maintain paying agencies
and hold moneys for payment in trust; or
34
(2) is not required to comply with certain restrictive covenants in the
Indenture, including those described under "--Certain Covenants of Case,"
and the event described in clause (4) under "--Events of Default" will no
longer be an event of default,
if Case deposits with the trustee to hold in trust a sufficient amount of money
or U.S. government obligations to make all required payments on the debt
securities of such series when the payments are due. The due dates may include
one or more redemption dates designated by Case. All payments must be made in
accordance with the terms of such series of debt securities. Case may establish
a trust arrangement of this type only if, among other things:
(a) no event of default has occurred or would occur on the date of the
deposit or on any later date specified in the Indenture if Case becomes
bankrupt or insolvent;
(b) the deposit will not cause the trustee to have any conflict of
interest with any of Case's other debt securities;
(c) the defeasance will not violate or be a default under the Indenture
or any of Case's agreements; and
(d) Case has delivered an opinion of counsel that states that the
holders will not recognize income, gain or loss for federal income tax
purposes as a result of the deposit or defeasance and will be subject to
federal income tax in the same manner as if the defeasance had not
occurred. The opinion of counsel, in the case of full defeasance described
in clause (1) above, must refer to and be based upon a published ruling of
the Internal Revenue Service, a private ruling of the Internal Revenue
Service addressed to Case, or otherwise be based on a change in federal
income tax laws after the date of the Indenture.
If Case does not comply with its remaining obligations under the Indenture
after a covenant defeasance and the series of debt securities are declared due
and payable because of the occurrence of any event of default, the amount of
money and U.S. government obligations on deposit with the trustee may be
insufficient to pay amounts due on that series of debt securities at the time
of the acceleration. However, Case will remain liable for such payments.
Concerning the Trustee
The Bank of New York is the trustee under the Indenture. The Bank of New
York is also trustee under certain indentures of Case Credit Corporation, a
subsidiary of Case. The Bank of New York performs services for Case and its
affiliates in the ordinary course of business and is a lender bank under
certain credit facilities of Case and its affiliates.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following discussion summarizes the material federal income tax
considerations of the issuance of the new notes and the exchange offer. This
summary does not discuss all aspects of federal income taxation that may be
relevant to particular holders of new notes, especially in light of a holder's
personal investment circumstances, or to certain types of holders subject to
special treatment under the federal income tax laws (for example, life
insurance companies, tax-exempt organizations and foreign corporations and
individuals who are not citizens or residents of the United States) and does
not discuss any aspects of state, local or foreign taxation. This discussion is
limited to those holders who will hold the new notes as "capital assets"
(generally, property held for investment) within the meaning of Section 1221 of
the Internal Revenue Code of 1986, as amended (the "Code").
This summary is based upon laws, regulations, rulings and decisions now in
effect and upon proposed regulations, all of which are subject to change
(possibly with retroactive effect) by legislation, administrative action or
judicial decision.
35
Exchange Offer. The exchange of old notes for new notes pursuant to the
exchange offer should not be treated as a taxable "exchange" because the new
notes should not be considered to differ materially in kind or extent from the
old notes. Rather, the new notes received by a holder of the old notes should
be treated as a continuation of the old notes. As a result, there should be no
gain or loss to holders exchanging the old notes for the new notes pursuant to
the exchange offer.
Interest. A holder will be required to include in gross income the stated
interest on the old notes or the new notes in accordance with the holder's
method of tax accounting.
Tax Basis. Generally, a holder's tax basis in a note will initially be the
holder's purchase price for the note and will be decreased by the amount of any
principal payments received. If a holder exchanges an old note for a new note
pursuant to the exchange offer, the tax basis of the new note immediately after
such exchange should equal the holder's tax basis in the old note immediately
prior to the exchange.
Sale. The sale, exchange or other disposition of a note (other than pursuant
to the exchange offer) generally will be a taxable event. A holder generally
will recognize gain or loss equal to the difference between (a) the amount of
cash plus the fair market value of any property received upon such sale,
exchange or other taxable disposition of a note (other than in respect of
accrued interest on the note) and (b) the holder's adjusted tax basis in such
note. Such gain or loss will be capital gain or loss and would be long-term
capital gain or loss if the notes were held by the holder for the applicable
holding period (currently more than one year) at the time of such sale or other
disposition. The holding period of each new note would include the holding
period of the old notes exchanged therefor.
Purchasers of Notes at Other than Original Issuance. The above summary does
not discuss special rules which may affect the treatment of purchasers that
acquire notes other than at original issuance, including those provisions of
the Code relating to the treatment of "market discount" and "acquisition
premium." Any such purchaser should consult its tax advisor as to the
consequences to him of the acquisition, ownership and disposition of notes.
Backup Withholding. Unless a holder or other payee provides his correct
taxpayer identification number (employer identification number or social
security number) to Case (as payor) and certifies that such number is correct,
under the federal income tax backup withholding rules, generally 31% of (a) the
interest paid on the notes, and (b) proceeds of sale or other disposition of
the notes must be withheld and remitted to the United States Department of
Treasury. Therefore, each holder should complete and sign the Substitute Form
W-9 so as to provide the information and certification necessary to avoid
backup withholding. However, certain exchanging holders (including, among
others, certain foreign individuals) are not subject to these backup
withholding and reporting requirements. In order for a foreign individual to
qualify as an exempt foreign recipient, that exchanging holder must submit a
statement, signed under penalties of perjury, attesting to that individual's
exempt foreign status.
Withholding is not an additional federal income tax. Rather, the federal
income tax liability of a person subject to withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.
The foregoing summary is included for general information only. Each holder
of notes should consult its tax advisor as to the specific tax consequences to
it of the exchange offer, including the application of and effect of state,
local, foreign and other tax laws.
PLAN OF DISTRIBUTION
Each broker-dealer that receives new notes for its own account as a result
of market-making activities or other trading activities in connection with the
exchange offer must acknowledge that it will deliver a prospectus
36
in connection with any resale of such new notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of new notes received in exchange for old notes where
such old notes were acquired as a result of market-making activities or other
trading activities.
Case will receive no proceeds in connection with the exchange offer or any
sale of new notes by broker-dealers. New notes received by broker-dealers for
their own account pursuant to the exchange offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the new notes or a combination
of such methods of resale, at market prices prevailing at the time of resale,
at prices related to such prevailing market prices or negotiated prices. Any
such resale may be made directly to purchasers or to or through brokers or
dealers who may receive compensation in the form of commissions or concessions
from any such broker-dealers or the purchasers of any such new notes. Any
broker-dealer that resells new notes that were received by it for its own
account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of such new notes may be deemed to be an
"underwriter" within the meaning of the 1933 Act and any profit on any such
resale of new notes and any commissions or concessions received by any such
persons may be deemed to be underwriting compensation under the 1933 Act. The
letter of transmittal states that by acknowledging that it will deliver, and by
delivering, a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the 1933 Act.
LEGAL MATTERS
Certain legal matters in connection with the new notes will be passed upon
for Case by Richard S. Brennan, General Counsel and Secretary of Case, and by
Mayer, Brown & Platt, Chicago, Illinois. In addition to his positions at Case,
Mr. Brennan is also a partner at Mayer, Brown & Platt. Mr. Brennan has advised
Case that, at March 31, 1999, he beneficially owned 34,000 shares of common
stock of Case and had options to purchase 10,000 shares of common stock of
Case.
EXPERTS
The audited financial statements and schedules included or incorporated by
reference in this prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as set forth in their reports with respect
thereto, and are included or incorporated by reference herein in reliance upon
the authority of that firm as experts in giving such reports.
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$300,000,000
Exchange Offer
Case Corporation
6 1/4% Notes due December 1, 2003
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PROSPECTUS
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