SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
CNH Global N.V.
(Formerly New Holland N.V.)
(Name of Issuer)
Common Shares, par value Euro 2.25 per share
(Title of Class of Securities)
N20935 20 6
(CUSIP Number)
John A. Marzulli, Jr., Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
(Name, Address and Telephone Number
of Person Authorized to Receive Notices)
April 7, 2003 and April 8, 2003
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g),
check the following box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. N20935 20 6
--------- ----------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Fiat Netherlands Holding N.V. (formerly New Holland Holdings N.V.)
--------- ----------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a)
(b)
--------- ----------------------------------------------------------------------
3 SEC Use Only
--------- ----------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF
--------- ----------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
--------- ----------------------------------------------------------------------
6 Citizenship or Place of Organization
Fiat Netherlands Holding N.V. is organized under the laws of the
Kingdom of The Netherlands
-------------------------------- ----- -----------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 Sole Voting Power
OWNED BY
EACH 0
REPORTING PERSON
WITH
-------------------------------- ----- -----------------------------------------
8 Shared Voting Power
211,866,037*
-------------------------------- ----- -----------------------------------------
9 Sole Dispositive Power
0
-------------------------------- ----- -----------------------------------------
10 Shared Dispositive Power
211,866,037*
--------- ----------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
211,866,037*
--------- ----------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
--------- ----------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
91.7%*
--------- ----------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
--------- ----------------------------------------------------------------------
--------------------
* The amounts reflected in rows 8, 10 and 11 and the percentage reflected in
row 13 were calculated after accounting for the 1-for-5 reverse stock split
effected by the Issuer on April 1, 2003 and assuming the full conversion of
the Series A Preference Shares on April 8, 2003, both as described more fully
in Item 5 of this Amendment.
2
CUSIP No. N20935 20 6
--------- ----------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Fiat S.p.A.
--------- ----------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a)
(b)
--------- ----------------------------------------------------------------------
3 SEC Use Only
--------- ----------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO
--------- ----------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
--------- ----------------------------------------------------------------------
6 Citizenship or Place of Organization
Fiat S.p.A. is organized under the laws of Italy
-------------------------------- ------ ----------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 Sole Voting Power
OWNED BY
EACH 0
REPORTING PERSON
WITH
-------------------------------- ------ ----------------------------------------
8 Shared Voting Power
211,866,037*
-------------------------------- ------ ----------------------------------------
9 Sole Dispositive Power
0
-------------------------------- ------ ----------------------------------------
10 Shared Dispositive Power
211,866,037*
--------- ----------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
211,866,037*
--------- ----------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
--------- ----------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
91.7%*
--------- ----------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
HC, CO
--------- ----------------------------------------------------------------------
--------------------
* The amounts reflected in rows 8, 10 and 11 and the percentage reflected in
row 13 were calculated after accounting for the 1-for-5 reverse stock split
effected by the Issuer on April 1, 2003 and assuming the full conversion of
the Series A Preference Shares on April 8, 2003, both as described more fully
in Item 5 of this Amendment.
3
This Amendment No. 4 (this "Amendment") amends the Statement on
Schedule 13D/A filed with the Securities and Exchange Commission by Fiat
Netherlands Holdings N.V. ("Holdings"), and Fiat S.p.A. ("Fiat"), on June 17,
2002 that amended and restated the Statement on Schedule 13D filed by Holdings
and Fiat, as previously amended (the "Schedule 13D"). Unless otherwise defined
herein, all capitalized terms shall have the meanings ascribed to them in the
Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby supplemented and amended by the insertion of
the following at the end thereof:
"On April 3, 2003 and April 4, 2003, Fiat, Sicind S.p.A, a
corporation incorporated under the laws of Italy and a wholly owned
subsidiary of Fiat ("Sicind"), and the Issuer entered into two Issue
and Subscription Agreements (collectively, the "Series A Subscription
Agreement") whereby, on April 7, 2003 the Issuer issued an aggregate of
4,800,000 shares of the Issuer's Series A preference shares of par
value Euro 2.25 (the "Series A Preference Shares") and on April 8, 2003
the Issuer issued an aggregate of 3,200,000 Series A Preference Shares
to Fiat and Sicind in exchange for the contribution by Fiat and Sicind
of an aggregate of U.S. $2,000,000,000 to the Issuer in the form of
receivables owed by the Issuer to Fiat and Sicind. Pursuant to the
terms of the Series A Subscription Agreement, the 8,000,000 Series A
Preference Shares issued to Fiat and Sicind are convertible into
100,000,000 Shares (on a post-reverse stock split basis) as set forth
in the Series A Subscription Agreement and described in Item 6 below.
On April 7 and 8, 2003, Fiat and Sicind contributed an aggregate of
8,000,000 Series A Preference Shares to Holdings pursuant to two Deeds
of Issue, Subscription and Contribution among Fiat, Sicind, Holdings
and the Issuer, dated as of April 7 and 8, 2003 (the "Deeds of
Contribution"). Copies of the Series A Subscription Agreement and the
Deeds of Contribution are filed as exhibits hereto and incorporated
herein by reference."
Item 4. Purpose of Transaction
Item 4 is hereby supplemented and amended by the insertion of
the following new paragraph before the penultimate paragraph thereof:
"Item 3 of this Amendment is hereby incorporated by reference
in this Item 4. The purpose of the Series A Subscription Agreement is
to enable the Issuer to retire U.S. $2,000,000,000 principal amount of
short-term and long-term indebtedness owed by the Issuer to Fiat and
Sicind."
Item 5. Interest in Securities of the Issuer
The first paragraph of Item 5 (a) - (b) is hereby amended and
restated in its entirety by the insertion of the following new paragraphs:
"According to the Form 6-K filing of the Issuer filed on April
1, 2003, on such date, the Issuer effected a 1-for-5 reverse stock
split, with fractional shares being exchanged for payments in cash.
After accounting for such reverse stock split, Holdings
4
directly beneficially owned and Fiat indirectly beneficially owned
111,866,037 Shares which represented 85.3% of the 131,121,494 Shares
then outstanding.
Assuming the full conversion of the Series A Preference Shares
into 100,000,000 Shares, at the close of business on April 8, 2003,
Holdings directly beneficially owned and Fiat indirectly beneficially
owned 211,866,037 Shares which represented approximately 91.7% of the
231,121,494 Shares then outstanding. Holdings and Fiat share voting and
dispositive power over all of the 211,866,037 Shares so owned.
Holders of Series A Preference Shares are entitled to vote
with holders of the Shares on all matters presented to the shareholders
of the Issuer for a vote. Prior to conversion into Shares, the holders
of Series A Preference Shares are entitled to one vote per Series A
Preference Share."
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby supplemented and amended
by the insertion of the following new paragraph after the last paragraph
thereof:
"On April 3, 2003 and April 4, 2003, Fiat, Sicind and the
Issuer entered into the Series A Subscription Agreement whereby, on
April 7, 2003 the Issuer issued an aggregate of 4,800,000 Series A
Preference Shares and on April 8, 2003 the Issuer issued an aggregate
of 3,200,000 Series A Preference Shares to Fiat and Sicind in exchange
for the contribution by Fiat and Sicind of an aggregate of U.S.
$2,000,000,000 to the Issuer in the form of receivables owed by the
Issuer to Fiat and Sicind. Pursuant to the terms of the Series A
Subscription Agreement, Fiat and Sicind received a total of 8,000,000
Series A Preference Shares that are convertible into 100,000,000 Shares
(on a post-reverse stock split basis). On April 7 and 8, 2003, Fiat and
Sicind contributed an aggregate of 8,000,000 Series A Preference Shares
to Holdings. The Series A Preference Shares will automatically convert
into 100,000,000 Shares (on a post-reverse stock split basis) if the
average closing price per Share over a period of 30 consecutive trading
days is greater than $24.00 per share at any time through and including
December 31, 2006, or $21.00 per share at any time on or after January
1, 2007. The market price of the Shares at the close of business of the
New York Stock Exchange on April 7, 2003 was U.S. $8.05. In connection
with this transaction, Fiat and Sicind entered into a Registration
Rights Agreement with the Issuer dated April 8, 2003, whereby the
Issuer granted certain registration rights to Fiat and Sicind."
Item 7. Material to be Filed as Exhibits.
99.7 Issue and Subscription Agreement among Fiat S.p.A.,
Sicind S.p.A. and CNH Global N.V. dated as of April
3, 2003.
99.8 Issue and Subscription Agreement among Fiat S.p.A.,
Sicind S.p.A. and CNH Global N.V. dated as of April
4, 2003.
99.9 Deeds of Issue, Subscription and Contribution among
Fiat S.p.A., Sicind S.p.A., Fiat Netherlands Holding
N.V. and CNH Global N.V. dated as of April 7 and 8,
2003.
99.10 Registration Rights Agreement among Fiat S.p.A.,
Sicind S.p.A. and CNH Global N.V. dated as of April
8, 2003.
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 10, 2003
FIAT NETHERLANDS HOLDING N.V.
By: /s/Guilio Merlani
--------------------------
Name: Giulio Merlani
Title: Vice President
FIAT S.p.A.
By: /s/Bruno Cova
--------------------------
Name: Bruno Cova
Title: Senior Vice President and
General Counsel
INDEX TO EXHIBITS
Exhibit Exhibit
Number
99.7 Issue and Subscription Agreement among Fiat S.p.A.,
Sicind S.p.A. and CNH Global N.V. dated as of
April 3, 2003.
99.8 Issue and Subscription Agreement among Fiat S.p.A.,
Sicind S.p.A. and CNH Global
N.V. dated as of April 4, 2003.
99.9 Deeds of Issue, Subscription and Contribution among Fiat
S.p.A., Sicind S.p.A., Fiat Netherlands Holding N.V. and CNH
Global N.V. dated as of April 8, 2003.
99.10 Registration Rights Agreement among Fiat S.p.A., Sicind
S.p.A. and CNH Global N.V. dated as of April 8, 2003.