AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 2002
REGISTRATION STATEMENT NO. 333-84954
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CNH GLOBAL N.V.
(Exact name of Registrant as specified in its charter)
CNH GLOBAL N.V.
(Translation of Registrant's name into English)
KINGDOM OF THE NETHERLANDS 3531 NONE
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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WORLD TRADE CENTER, AMSTERDAM AIRPORT
TOWER B, 10TH FLOOR
SCHIPHOL BOULEVARD 217
1118 BH AMSTERDAM
THE NETHERLANDS
(011-31-20) 446-0429
(Address and telephone number of Registrant's principal executive offices)
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ROBERTO MIOTTO
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CNH GLOBAL N.V.
GLOBAL MANAGEMENT OFFICES
100 SOUTH SAUNDERS ROAD
LAKE FOREST, ILLINOIS 60045
(847) 955-3910
(Name, address and telephone number of agent for service)
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WITH COPIES TO
CHRISTOPHER C. PACI, ESQ. ROBERT F. WALL, ESQ.
SHEARMAN & STERLING WINSTON & STRAWN
599 LEXINGTON AVENUE 35 WEST WACKER DRIVE, SUITE 4700
NEW YORK, NEW YORK 10022 CHICAGO, ILLINOIS 60601
(212) 848-4000 (312) 558-5600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ---
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ---
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
The sole purpose of this Amendment is to file an exhibit to the
Registration Statement. Accordingly, this Amendment consists only of the facing
page, this explanatory note and Part II of the Registration Statement. The
prospectus is unchanged and has been omitted.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 15 of the Articles of Association of CNH provides that:
"The company shall indemnify any and all of its directors or officers
or former directors or officers or any person who may have served at its
request as a director or officer of another company in which it owns shares
or of which it is a creditor against expenses actually and necessarily
incurred by them in connection with the defense of any action, suit or
proceeding in which they, or any of them, are made parties, or a party, by
reason of being or having been directors or officers or a former director
or officer of the company, or of such other company, except in relation to
matters as to which any such director or officer or former director or
officer or person shall be adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in the performance of duty. Such
indemnification shall not be deemed exclusive of any other rights to which
those indemnified may be entitled otherwise."
In addition, at our general shareholders' meeting in June 2000,
shareholders approved a form of indemnification agreement for directors and
officers of CNH.
CNH has obtained directors' and officers' liability insurance, which,
subject to policy terms and limitations, includes coverage to reimburse CNH for
amounts that it may be required or permitted by law to pay its directors and
officers.
ITEM 9. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
----------- -----------
1.1 Form of U.S. Purchase Agreement.
4.1 Articles of Association of CNH Global N.V.**
4.2 Specimen of Common Shares of CNH Global N.V. (incorporated
by reference to Exhibit 4.2 to Amendment No. 1 to CNH's
Registration Statement on Form F-3 (No. 333-38778) filed on
July 3, 2000).
4.3 Registrar, Transfer Agency and Service Agreement between CNH
Global N.V. and Morgan Guaranty Trust Company of New York
(incorporated by reference to Exhibit 3 to Amendment No. 1
to CNH's Registration Statement on Form F-3 (No. 333-38778)
filed on July 3, 2000).
5.1 Opinion of Nauta Dutilh as to the legality of the securities
registered hereunder.**
8.1 Opinion of Loyens & Loeff regarding tax matters.**
8.2 Opinion of Shearman & Sterling regarding tax matters.**
10.1 CNH Global N.V. Equity Incentive Plan (as amended and
restated on July 23, 2001).**
23.1 Consent of PricewaterhouseCoopers N.V.**
23.2 Consent of Arthur Andersen LLP.**
23.3 Consent of Nauta Dutilh (included in its opinion filed as
Exhibit 5.1).**
23.4 Consent of Loyens & Loeff (included in its opinion filed as
Exhibit 8.1).**
II-1
EXHIBIT
NO. DESCRIPTION
----------- -----------
23.5 Consent of Shearman & Sterling.**
23.6 Consent of Standard & Poor's Corporate Value Consulting, a
division of The McGraw-Hill Companies, Inc.**
24 Powers of Attorney.**
99.1 Letter of CNH regarding Arthur Andersen LLP.**
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** Previously filed.
ITEM 10. UNDERTAKINGS.
(a) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Denver, Colorado on the 6th day of June, 2002.
CNH GLOBAL N.V.
By: /s/ PAOLO MONFERINO
------------------------------------
Name: Paolo Monferino
Title: President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
NAME TITLE DATE
---- ----- ----
Chairman and Director , 2002
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Jean-Pierre Rosso
* President and Chief Executive Officer June 6, 2002
------------------------------------- and Director (Principal Executive
Paolo Monferino Officer)
* Chief Financial Officer and June 6, 2002
------------------------------------- President, Financial Services
Michel Lecomte (Principal Financial Officer)
* Interim Vice President, Corporate June 6, 2002
------------------------------------- Controller (Principal Accounting
David Barry Officer)
* Director June 6, 2002
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Paolo Cantarella
* Director June 6, 2002
-------------------------------------
Damien Clermont
Director , 2002
-------------------------------------
Alfredo Diana
Director , 2002
-------------------------------------
Edward A. Hiler
* Director June 6, 2002
-------------------------------------
Katherine M. Hudson
II-3
NAME TITLE DATE
---- ----- ----
* Director June 6, 2002
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Kenneth Lipper
Director , 2002
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James L.C. Provan
*By: /s/ ROBERTO MIOTTO June 6, 2002
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Attorney-in-Fact
II-4
AUTHORIZED REPRESENTATIVE
Pursuant to the Securities Act of 1933, as amended, the undersigned, the
duly authorized representative in the United States of CNH Global N.V., has
signed this Registration Statement in Lake Forest, Illinois on the 6th day of
June, 2002.
By: /s/ ROBERTO MIOTTO
------------------------------------
Name: Roberto Miotto
Title: Senior Vice President,
General
Counsel and Secretary
II-5
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
1.1 Form of U.S. Purchase Agreement.
4.1 Articles of Association of CNH Global N.V.**
4.2 Specimen of Common Shares of CNH Global N.V. (incorporated
by reference to Exhibit 4.2 to Amendment No. 1 to CNH's
Registration Statement on Form F-3 (No. 333-38778) filed on
July 3, 2000).
4.3 Registrar, Transfer Agency and Service Agreement between CNH
Global N.V. and Morgan Guaranty Trust Company of New York
(incorporated by reference to Exhibit 3 to Amendment No. 1
to CNH's Registration Statement on Form F-3 (No. 333-38778)
filed on July 3, 2000).
5.1 Opinion of Nauta Dutilh as to the legality of the securities
registered hereunder.**
8.1 Opinion of Loyens & Loeff regarding tax matters.**
8.2 Opinion of Shearman & Sterling regarding tax matters.**
10.1 CNH Global N.V. Equity Incentive Plan (as amended and
restated on July 23, 2001).**
23.1 Consent of PricewaterhouseCoopers N.V.**
23.2 Consent of Arthur Andersen LLP.**
23.3 Consent of Nauta Dutilh (included in its opinion filed as
Exhibit 5.1).**
23.4 Consent of Loyens & Loeff (included in its opinion filed as
Exhibit 8.1).**
23.5 Consent of Shearman & Sterling.**
23.6 Consent of Standard & Poor's Corporate Value Consulting, a
division of The McGraw-Hill Companies, Inc.**
24 Powers of Attorney.**
99.1 Letter of CNH regarding Arthur Andersen LLP.**
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** Previously filed.