Case Corporation common stock offering increased to 14 million; senior debt offering increased to $300 million; pricing set.

RACINE, Wis.--(BUSINESS WIRE)--July 27, 1995--Case Corporation (NYSE:CSE) announced today that it will file with the Securities and Exchange Commission (SEC) to increase its previously announced common stock offering to 14 million shares, all of which are currently held by Tenneco Inc. (NYSE:TEN). Case had filed a registration statement with the SEC on Tuesday to offer 9 million shares.

Upon completion of the entire offering, Tenneco's holdings will be reduced to 24 percent of Case's approximately 71 million shares outstanding.

Pending effectiveness of the stock offering by the SEC, Case expects to conclude the offering by mid-August. Lead underwriters are Morgan Stanley & Co. Incorporated and C.S. First Boston Corporation, with Lazard Freres & Co., Merrill Lynch & Co., J.P. Morgan Securities Inc., and Smith Barney Inc. as co-managers. In addition to raising its stock offering, Case yesterday expanded its senior debt offering from $250 million to $300 million, due to increased investor interest. The offering is part of a shelf registration for $600 million of debt securities that Case filed with the SEC on June 30, 1995. The $300 million offering consists of 10-year notes priced to yield 7.36 percent per annum, 90 basis points above U.S. Treasury Notes of similar tenor. The debt was rated Baa3 by Moody's Investors Service Inc. and BBB- by Standard & Poor's Ratings Group. The registration statement related to these securities was declared effective on Wednesday, July 26, by the SEC, and delivery of notes is scheduled for Monday, July 31.

All proceeds of the debt offering will be used to repay approximately $300 million of Case's bank term loan facility, reducing the balance to approximately $380 million.

Case Corporation, with net sales of $4.3 billion in 1994, is a leading worldwide designer, manufacturer and distributor of agricultural and construction equipment. Headquartered in Racine, Wisconsin, the company's products are sold through a network of approximately 4,100 independent dealers and distributors in more than 150 countries. -0-

A registration statement relating to the common stock offering has been filed with the SEC, but is not yet effective. Those securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of those securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws by any such State.

Copies of a prospectus for the common stock offering may be obtained by contacting the Corporate Secretary, Case Corporation, 700 State Street, Racine, Wisconsin 53404, [phone].

CONTACT: Case Corporation, Racine

William B. Masterson, 414/636-5793