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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT
pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
33-99298
(Commission file number)
CASE RECEIVABLES II INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0439709
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
475 Half Day Road
Lincolnshire, IL 60069
(Address of principal executive offices)
847-955-0228
(Registrant's telephone number)
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes x No ___
As of June 23, 1999, 200 shares of Case Receivables II Inc.'s common stock,
$5.00 par value, were outstanding.
No documents have been incorporated by reference in this Form 10-K.
TABLE OF CONTENTS
Page
PART I
Item 1. Business....................................................1
Item 2. Properties..................................................1
Item 3. Legal Proceedings...........................................1
Item 4. Submission of Matters to a Vote of Security Holders.........1
PART II
Item 5. Market for Registrant's Common Equity and Realty Stockholder
Matters.....................................................1
Item 6. Selected Financial Data.....................................2
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation....................................2
Item 8. Financial Statements and Supplementary Data.................2
Item 9. Changes in and Disagreements With Accounts on Accounting and
Financial Disclosure....................................... 2
PART III
Item 10. Directors and Executive Officers of the Registrant..........2
Item 11. Executive Compensation......................................2
Item 12. Security Ownership of Certain Beneficial Owners and
Management..................................................2
Item 13. Certain Relationships and Related Transactions..............3
PART IV
Item 14. Exhibits, Financial Statements Schedules, and Reports on
Form 8-K ...................................................3
On March 24, 1993, a letter (the "No-Action Letter") was submitted
on behalf of Case Equipment Loan Trust 1992-A and similarly situated trusts
to the Office of Chief Counsel, Division of corporation finance, of the
Securities and Exchange (the "Commission") requesting that the Commission
raise no objection if trusts originated by Case Corporation file reports
pursuant to Sections 13, 15(d) and 16 of the Securities Exchange Act of
1934, as amended, in the manner described in the No-Action Letter. Case
Receivables II, Inc. has prepared and filed this Annual Report on Form 10-K
in accordance with the No-Action Letter.
PART I
ITEM 1. BUSINESS
Omitted pursuant to the No-Action Letter.
ITEM 2. PROPERTIES
The Case Equipment Loan Trust 1997-B (the "Trust") was formed
pursuant to the Trust Agreement, dated as of September 1, 1997 (the
Agreement), between Case Receivables II Inc., as seller (the "Depositor"),
and The Chase Manhattan Bank, USA, as Trustee. The assets of the Trust
include, among other things, receivables consisting of retail installment
sale contracts secured by new or used agricultural or construction
equipment, rights to receive certain payments made with respect to such
receivables, security interests in the equipment financed thereby and the
proceeds thereof. On September 22, 1997, the Trust issued $90,000,000 Class
A-1 5.612% Asset Backed Notes, $204,500,000 Class A-2 5.914% Asset Backed
Notes, $237,000,000 Class A-3 6.240% Asset Backed Notes, $188,591,000 Class
A-4 6.410% Asset Backed Notes, $34,719,000 Class C 6.410% Asset Backed
Notes (collectively, the "Notes") and $15,190,000 6.410% Asset Backed
Certificates (the "Certificates", and together with the Notes, the
"Securities").
Reference is made to the Annual Statement of Compliance included
under Item 14.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
There is no established public trading market for the
Certificates. The entire principal amount of the Certificates were issued
to and have been retained by the Depositor.
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The Trust does not pay dividends on the Certificates.
ITEM 6. SELECTED FINANCIAL DATA
Omitted pursuant to the No-Action Letter.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Omitted pursuant to the No-Action Letter.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Omitted pursuant to the No-Action Letter.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted pursuant to the No-Action Letter.
ITEM 11. EXECUTIVE COMPENSATION
Omitted pursuant to the No-Action Letter.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of June 30, 1999, the following participants in the DTC
system were known to be the holders of more than 5% of the total principal
amount of Securities outstanding on that date:
Class A Asset Backed Notes
Name and Address of Beneficial Owner Amount Percent of Class
- ------------------------------------ ------ ----------------
The Bank of New York $36,780,427 23.9%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company $26,178,240 16.7%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Bank One Trust Company, N.A. $9,269,476 6.0%
1900 Polaris Parkway
Columbus, OH 43240
Boston Safe Deposit and Trust Company $9,706,772 6.3%
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $15,962,776 10.4%
4 New York Plaza
New York, NY 10004
Northern Trust Company $9,935,832 6.5%
801 S. Canal Street
Chicago, IL 60607
State Street Bank and Trust Company $23,361,104 15.2%
1776 Heritage Drive
North Quincy, MA 02171
Class C Asset Backed Notes
Name and Address of Beneficial Owner Amount Percent of Class
- ------------------------------------ ------ ----------------
Bankers Trust Company $8,000,000 30.1%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank $15,000,000 57.7%
4 New York Plaza
New York, NY 10004
PNC Bank, National Association $2,000,000 7.6%
1600 Market Street
Philadelphia, PA 19103
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K
(a) Listed below are the documents filed as a part of this report:
Exhibit
Number
-------
99(a) Annual Statement of Compliance
99(b) Accountant's Statement
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
(d) Omitted pursuant to the No-Action Letter.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
CASE RECEIVABLES II INC.
(Registrant)
By: /s/ Ralph A. Than July 9, 1999
-------------------------
Ralph A. Than
Vice President and Treasurer
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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
No annual report to security holders and no proxy statement, form of proxy
or other proxy soliciting material has been sent to any security holder of
the registrant.
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