Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 17± 76K
Pursuant to a Transaction
2: EX-1 Underwriting Agreement 21± 103K
3: EX-4.1 Indenture Dated May 1, 1987 72± 310K
4: EX-4.2 First Supplement to Indenture 6± 31K
5: EX-4.3 Appointment of Successor Trustee Under Indenture 6± 25K
6: EX-4.4 Second Supplement to Indenture 5± 26K
7: EX-4.5 Third Supplement to Indenture 6± 32K
8: EX-5 Opinion Re: Legality 1 8K
9: EX-12 Statement Re: Computation of Ratios 1 7K
10: EX-23.2 Consent of Independent Accountants 1 7K
11: EX-25 Statement of Eligibility of Trustee 5± 22K
S-3 — Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents
Registration No. - 333-_________
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CATERPILLAR INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
37-0602744
(IRS Employer Identification Number)
100 NE Adams Street, Peoria, Illinois
(Address of principal executive offices)
61629
(Zip Code)
Registrant's telephone number, including area code: (309) 675-1000
R. RENNIE ATTERBURY III
Vice President, General Counsel and Secretary
Caterpillar Inc.
100 NE Adams Street
Peoria, IL 61629-7310
Approximate Date of Commencement of Proposed Sale to the Public: From
time to time 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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: X
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. __
CALCULATION OF REGISTRATION FEE
Title of each Class of Securities to be Registered:
Debentures
Amount to be Registered<F1>
$500,000,000
Proposed Maximum Offering Price per Unit<F2>
$500,000,000
Proposed Maximum Aggregate Offering Price<F1><F2>
$500,000,000
Amount of Registration Fee
$151,515.15
<F1> In U.S. dollars or the equivalent thereof in foreign denominated
currency or a composite currency.
<F2> Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(a) under the Securities Act of 1933 and exclusive of
accrued interest, if any.
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.
[CATERPILLAR LOGO]
PROSPECTUS
$500,000,000
DEBT SECURITIES
Caterpillar Inc.
100 NE Adams Street
Peoria, IL 61629
(309) 675-1000
Caterpillar Inc. intends to offer at one or more times Debentures with a total
value not to exceed $500,000,000 and a maturity up to 100 years. We will
provide the specific terms of these securities in supplements to this
prospectus. You should read this prospectus and the supplements carefully
before you invest.
The information in this prospectus is not complete. We may not sell these
securities until the registration statement filed with the SEC is effective.
This prospectus is not an offer to sell nor is it seeking an offer to buy
these securities in any state where the offer or sale is not permitted.
These securities have not been approved by the Securities & Exchange
Commission or any state securities commission, nor have these organizations
passed upon the adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
The date of this prospectus is ____________________, 1997.
WHERE YOU CAN FIND MORE INFORMATION
-----------------------------------
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available
to the public from the SEC's web site at http://www.SEC.gov. Our common stock
and certain debt securities are listed on the New York Stock Exchange. Our
common stock is also listed on the Chicago and Pacific Stock Exchanges.
Information about us is also available at those locations.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and later information that we
file with the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we sell all of the Debentures. This prospectus is
part of a registration statement filed with the SEC.
* Annual Report on Form 10-K for the year ended December 31, 1995;
* Quarterly Reports on Form 10-Q for quarters ended March 31, June 30, and
September 30, 1996;
* Current Reports on Form 8-K filed on March 19, June 3, June 12, July 16,
October 15, December 11, December 16, 1996, and January 21 and February
18, 1997.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Caterpillar Inc.
100 N.E. Adams St.
Peoria, IL 61629
Attn: Corporate Secretary
(309)675-1000
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these Debentures in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any
supplement is accurate as of any date other than the date on the front of
those documents.
THE COMPANY
-----------
Caterpillar, through its employees and dealers, design, manufacture,
market, finance and provide support for Caterpillar machines and engines.
We believe our products help make progress possible around the world.
More information about Caterpillar is available on our web site at
http://www.CAT.com.
Construction, Mining and Agricultural Machinery: Caterpillar
construction machines are used to build, maintain and rebuild the world's
infrastructure - highways, dams, airports, water and sewer systems, office
complexes and housing developments. Our mining machines help extract and
deliver needed raw materials and our agricultural tractors till the world's
soil.
Engines: Caterpillar engines provide power to the world - for on-highway
trucks, ships and boats, locomotives, and construction, mining and
agricultural equipment. Through electrical power generating systems, they
supply power to developing or isolated areas. Other systems provide emergency
power to hospitals, schools, factories, office buildings and airports. A
Caterpillar subsidiary, Solar Turbines Incorporated, makes turbine engines
that are used to produce, process and transport crude oil and natural gas,
and to provide electrical power in many different industries.
Financial Products: Caterpillar Financial Services Corporation and its
subsidiaries offer a wide variety of financing options to help Caterpillar
customers worldwide acquire and use Caterpillar equipment. Caterpillar
Insurance Services Corporation provides various forms of insurance to
Caterpillar customers and dealers to help support their purchase and financing
of Caterpillar equipment.
PROSPECTUS SUPPLEMENT
---------------------
The Prospectus Supplement for each offering of debentures will contain
the specific information and terms for that offering. The Prospectus
Supplement may also add, update or change information contained in this
Prospectus. It is important for you to read both this Prospectus and the
Prospectus Supplement in making your investment decision.
USE OF PROCEEDS
---------------
The net proceeds from the sale of securities will be used for general
corporate purposes. General corporate purposes may include acquisitions,
repurchases of common stock, additions to working capital, capital
expenditures, and retirement of debt.
RATIO OF PROFIT TO FIXED CHARGES
--------------------------------
The Ratio of Profit to Fixed Charges for each of the periods indicated is
as follows:
Twelve months ended December 31,
1996 4.5
1995 4.0
1994 3.8
1993 2.4
1992 <F1>
<F1>Because of pretax losses for the year ended December 31, 1992, profit
was not sufficient to cover fixed charges. The coverage deficiency was
approximately $341 million.
These ratios include Caterpillar, our consolidated subsidiaries, and 50%-
owned unconsolidated affiliated companies. Profit is determined by adding
income from continuing operations, income taxes and fixed charges. Fixed
charges include interest, other costs related to borrowed funds and a portion
of rentals representing interest.
DESCRIPTION OF THE DEBENTURES
----------------------------------
General
We will issue the debentures under an indenture between us and the
Trustee, Citibank, N.A., dated May 1, 1987, and supplemented June 1, 1989, May
15, 1992, and December 16, 1996. This Prospectus briefly outlines some of the
indenture provisions. If you would like more information on these provisions,
review the indenture and its supplements that we filed with the SEC as
Exhibits to the registration statement containing this prospectus. See Where
You Can Find More Information on how to locate the indenture and the
supplements. You may also review the indenture at the Trustee's offices
located in New York, New York.
The indenture does not limit the amount of debentures that may be issued
and each series of debentures may differ as to their terms. The debentures
may be issued up to the principal amount that may be authorized by us and may
be in any currency or currency unit designated by us.
The debentures will be unsecured and unsubordinated and will rank equally
with all our unsecured and unsubordinated indebtedness. The debentures will
not be subject to any conversion, amortization, or sinking fund. It is
anticipated that the debentures will be "book-entry," represented by a
permanent global certificate registered in the name of the Depository Trust
Company or its nominee. However, we reserve the right to issue the securities
in certificate form registered in the name of the security holders.
For current information on our debt outstanding see our most recent Form
10-K and 10-Q. See Where You Can Find More Information.
Conditional Right to Advance Maturity and Tax Event Redemption
We plan to deduct interest paid on the Debentures for federal income tax
purposes. However, President Clinton's budget proposal for Fiscal Year 1997,
released March 19, 1996, had proposed tax law changes that, among other
things, would prohibit us from deducting interest payments on debt with a
maturity of more than 40 years. On March 29, 1996, the Chairmen of the Senate
Finance Committee and the House Ways and Means Committee issued a joint
statement that the proposed legislation if enacted would not be effective
prior to the date of appropriate congressional action. Senator Daniel Patrick
Moynihan and Representatives Sam M. Gibbons and Charles B. Rangel wrote
letters to the Treasury Department concurring with the joint statement. The
proposed legislation was not enacted by the 104th Congress. There can be no
assurance that the proposed legislation or similar legislation affecting our
ability to deduct interest paid on the Debentures will not be enacted in the
future. There also can be no assurance that this type of legislation would
not have a retroactive effect.
If independent tax counsel tells us that based on governmental action
there is some risk interest on the Debentures will not be deductible for
federal income tax purposes, we will have the right to advance the maturity
date on the Debentures to the minimum extent required for interest on the
Debentures to be deductible. If we do so, we will mail notice of the advanced
maturity to each record holder of the Debentures within 60 days of having
received tax counsel's opinion.
We believe the Debentures should constitute indebtedness for federal
income tax purposes under current law and that advancing the maturity date as
described above would not be a taxable event to holders. You should be aware,
however, that exercise of our right to advance the maturity date would be a
taxable event to holders if the Debentures are treated as equity for purposes
of federal income taxation before the maturity date is advanced.
If the maturity date is advanced as described above and tax counsel
believed there was still a risk that interest on the debentures may not be
deductible, we would have the right to redeem the debentures in whole within
90 days of tax counsel's opinion. The redemption price would be equal to the
greater of:
* 100% of the principal amount of the Debentures; or
* the sum, as determined by the Quotation Agent, of the present values of the
principal amount and the remaining scheduled payments of interest from the
redemption date, in each case discounted to the redemption date on a semi-
annual basis at the Adjusted Treasury Rate, plus, in each such case,
accrued interest thereon to the date of redemption.
We would mail notice of any redemption at least 30 days but not more than
60 days before the redemption date to each Debenture holder. Unless we
defaulted in payment of the redemption price, on and after the redemption
date, interest would no longer accrue on the Debentures called for redemption.
For purposes of this discussion:
Adjusted Treasury Rate means, for any redemption date, the rate per annum
equal to the semi-annual yield to maturity of the Comparable Treasury Issue,
calculated on the third Business Day preceding such redemption date using a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date plus ___%.
Comparable Treasury Issue means the United States Treasury security
selected by the Quotation Agent as having a maturity that would be used, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity with
the Remaining Life of the Debentures.
Quotation Agent means the Reference Treasury Dealer appointed by the
Trustee after consultation with us.
Comparable Treasury Price means, with respect to any redemption date, the
average of five Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or, if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such quotations.
Reference Treasury Dealer Quotations means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third Business Day preceding such redemption date.
Exchange, Registration, Transfer, and Payment
Principal and interest on the Debentures will be payable, and the
exchange or transfer of Debentures will be registerable at a location
designated in the Prospectus Supplement. No service charge will be applied
for a registration of transfer or exchange of Debentures except to cover
tax or any governmental charge.
Global Securities
Debentures may be issued in the form of one or more Global Securities
that will be deposited with The Depository Trust Company, New York, New York
("DTC"). If this is done, we will not issue certificates to each holder. One
or more global securities would be issued to DTC who would keep a computerized
record of its participants (for example, your broker) whose clients have
purchased the securities. The participant would then keep a record of its
clients who purchased the securities. A global security may not be
transferred; except that DTC, its nominees, and their successors may transfer
a global security as a whole to one another.
Beneficial interests in global securities will be shown on, and transfers
of global securities will be made only through, records maintained by DTC and
its participants.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the United States Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered under Section 17A of the Securities Exchange Act
of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also records the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through computerized records for Direct Participant's accounts.
This eliminates the need to exchange certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
Direct Participant. The rules that apply to DTC and its participants are on
file with the SEC.
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.
We will wire principal and interest payments to DTC's nominee. We and
the Trustee will treat DTC's nominee as the owner of the global securities for
all purposes. Accordingly, we, the Trustee, and the paying agent will have no
direct responsibility or liability to pay amounts due on the securities to
owners of beneficial interests in the global securities.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit Direct Participants' accounts on the payment date
according to their respective holdings of beneficial interests in the global
securities as shown on DTC's records. In addition, it is DTC's current
practice to assign any consenting or voting rights to Direct Participants
whose accounts are credited with securities on a record date, by using an
omnibus proxy. Payments by participants to owners of beneficial interests in
the global securities, and voting by participants, will be governed by the
customary practices between the participants and owners of beneficial
interests, as is the case with securities held for the account of customers
registered in "street name." However, payments will be the responsibility of
the participants and not of DTC, the trustee, or us.
Securities represented by a global security would be exchangeable for
Debenture certificates with the same terms in authorized denominations
only if:
* DTC notifies us that it is unwilling or unable to continue as depositary or
if DTC ceases to be a clearing agency registered under applicable law and a
successor depository is not appointed by us within 90 days;
* We deliver to the Trustee an order that the global security shall be
exchangeable; or
* There is a continuing Event of Default, as described below, regarding the
securities.
Certain Restrictive Covenants
The indenture requires us to comply with certain restrictive covenants.
These covenants apply to us and Restricted Subsidiaries maintained by us.
What is a Restricted or Unrestricted Subsidiary?
A "Restricted Subsidiary" is defined as any subsidiary other than an
Unrestricted Subsidiary and any Unrestricted Subsidiary designated by our
Board of Directors after May 1, 1987, as a Restricted Subsidiary.
"Unrestricted Subsidiary" is defined as:
* any subsidiary acquired or organized by us after May 1, 1987, as long as
that subsidiary is not a successor to a Restricted Subsidiary.
* any subsidiary with principal business and assets located outside the United
States (its territories and possessions) and Canada;
* any subsidiary with the principal business of financing our dealers and
distributors, as well as acquisitions and dispositions of our products
by dealers, distributors, or other customers;
* any subsidiary with the principal business of owning, leasing, dealing in or
developing real property; and
* any subsidiary with substantially all assets consisting of securities of
subsidiaries described above.
Other Definitions
Important Property: means any manufacturing plants or facilities of us or
any Restricted Subsidiary located in the U.S., Canada, or Puerto Rico having a
gross book value (without deduction for depreciation) in excess of 1% of
Consolidated Net Tangible Assets, other than any plant or other facility our
Board believes is not important to our business as a whole.
Consolidated Net Tangible Assets: means the total of all assets appearing on
a consolidated balance sheet of Caterpillar and its consolidated subsidiaries
prepared in accordance with generally accepted accounting principles,
excluding the sum of (1) all current liabilities and (2) all goodwill,
patents, copyrights, trademarks and other like intangibles.
Secured Debt: means indebtedness secured by a mortgage, pledge, lien,
security interest or encumbrance on:
* any Important Property of Caterpillar or any Restricted Subsidiary; or
* any shares of stock or indebtedness of a Restricted Subsidiary.
Value: means with respect to a Sale and Leaseback Transaction, an amount
equal to the greater of:
* the net proceeds of the sale of the property leased pursuant to the Sale and
Leaseback Transaction; or
* the fair value of the property at the time of the Sale and Leaseback
Transaction, as determined by our Board of Directors.
(In either case, the amount derived is first divided by the term of the
lease and then multiplied by the number of years remaining on the lease at the
time of determination.)
Restrictions on Secured Debt (Indenture Section 1007)
The Indenture prohibits us and our Restricted Subsidiaries from creating
Secured Debt (without securing the Debentures equally and ratably with Secured
Debt), with the following exceptions:
* certain mortgages, pledges, liens, security interests or encumbrances to
secure payment of all or part of the cost of construction or improvement of
our property or the property of a Restricted Subsidiary;
* mortgages, pledges, liens, security interests or encumbrances on property
acquired, whether or not assumed by us or a Restricted Subsidiary;
* mortgages, pledges, liens, security interests or encumbrances on property,
stock, or indebtedness of a Restricted Subsidiary at the time it becomes
such;
* mortgages, pledges, liens, security interests or encumbrances on property of
a corporation merged with us or a Restricted Subsidiary or at the time of a
disposition of substantially all of the property of another corporation to
us or a Restricted Subsidiary;
* mortgages, pledges, liens, security interests, or encumbrances on our
property or the property of a Restricted Subsidiary in favor of a
governmental entity pursuant to contract or statute or to secure certain
indebtedness;
* any extension, renewal or replacement of any mortgage, pledge, lien or
encumbrance referred to above;
* any mortgage, pledge, lien, security interest, or encumbrance securing debt
owed by us or a Restricted Subsidiary to us or a Restricted Subsidiary.
In addition to these exceptions, we or a Restricted Subsidiary may
create, assume, or guarantee other Secured Debt without securing the
Debentures if the total amount of Secured Debt outstanding and value of Sale
and Leaseback Transactions at the time does not exceed 10% of Consolidated Net
Tangible Assets.
Restrictions on Sale and Leaseback Transactions (Indenture Section 1008)
Neither we nor any Restricted Subsidiary can sell or transfer (except to
us or a Restricted Subsidiary) any Important Property we own with the
intention of taking back a lease on the property, except for a lease not
exceeding three years, with the following exceptions:
* we or a Restricted Subsidiary may incur Secured Debt equal to the amount
received on a sale or transfer secured by a mortgage on the property to be
leased without equally and ratably securing the Debentures;
* we or a Restricted Subsidiary apply an amount equal to the value of the
property leased to the retirement, within 120 days after the effective date
of the arrangement, of indebtedness for money borrowed by us or a Restricted
Subsidiary recorded as funded debt as of the date of its creation and which,
in the case of indebtedness of us, is not subordinated in right of payment
to the prior payment of the Debentures. The amount applied to the
retirement of that indebtedness shall be reduced by (i) the principal amount
of any Debentures delivered within 120 days of the effective date to
the Trustee for retirement and cancellation, and (ii) the principal amount
of the indebtedness, other than Debentures, retired by us or a
Restricted Subsidiary within 120 days of the effective date of the
arrangement. No retirement referred to in this clause may be by payment
at maturity or a mandatory prepayment provision.
Restriction on Transfer of Important Property (Indenture Section 1009)
Neither we nor a Restricted Subsidiary can transfer Important Property to
an Unrestricted Subsidiary except in limited circumstances. The transfer can
occur if we apply an amount equal to the fair value of the property at the
time of transfer (as determined by our Board of Directors) to the retirement
of indebtedness of us or a Restricted Subsidiary that is recorded as funded
debt and is not subordinated in right of payment to the Debentures. The debt
retirement must occur within 120 days of the transfer.
Events of Default (Indenture Sections 501, 502, 601, 602, and 603)
Unless we indicate otherwise in a Prospectus Supplement, the following
events are defined in the indenture as "Events of Default" regarding the
Debentures:
* failure to pay principal or premium on any Debenture when due;
* failure to pay interest on a Debenture when due, continued for 60 days;
* failure to deposit any sinking fund payment when due;
* failure to perform any other covenant in the indenture for 60 days after we
have received written notice of the failure;
* certain events in bankruptcy, insolvency or reorganization; and
* any other Event of Default stipulated.
Unless stated otherwise in a Prospectus Supplement, any Event of Default
on a particular series of Debentures is not necessarily an Event of Default on
another series of Debentures.
If an Event of Default occurs on outstanding Debentures of a particular
series and continues, the Trustee or holders of at least 25% of that series'
Debentures may declare the principal amount of all Debentures in the series
due and payable. Under certain circumstances, holders of a majority of the
Debentures in the series may rescind that declaration.
The Trustee must within 90 days after a default occurs, notify the
holders of Debentures of that series of the default if we have not remedied
it. The Trustee may withhold notice to the holders of any default (except in
the payment of principal or interest) if it in good faith considers such
withholding in the interest of holders. We are required to file an annual
certificate with the Trustee, signed by an officer, about any default by us
under any provisions of the indenture.
Subject to the provisions of the indenture relating to its duties in case
of default, the Trustee shall be under no obligation to exercise any of its
rights or powers under the indenture at the request, order or direction of any
holders unless such holders offer the Trustee reasonable indemnity. Subject
to the provisions for indemnification, the holders of a majority in principal
amount of the Debentures may direct the time, method and place of conducting
any proceedings for any remedy available to, or exercising any trust or power
conferred on, the Trustee with respect to such Debentures.
Modification of Indenture (Indenture Section 902)
Under the Indenture, our rights and obligations and the rights of the
holders of debt securities may be changed. Certain changes require the
consent of the holders of not less than 66(% in aggregate principal amount
of the outstanding debt of all series to be affected, voting as one class.
However, the following changes may not be made without the consent of each
holder of the Debentures:
* changes to the stated maturity date of the principal or any interest
installment;
* reductions in the principal amount or interest due;
* changes to the place or currency regarding payment of principal;
* impairment of the right to institute suit for the enforcement of
payment;
* reduction of the stated percentage of holders necessary to modify the
indenture; or
* modifications to any of these requirements or to reduce the percentage
of outstanding Debentures necessary to waive compliance with certain
provisions of the Indenture or for the waiver of certain defaults.
Consolidation, Merger, or Sale (Indenture Section 801)
We cannot merge with another company or sell or lease substantially all
of our property to another company unless:
* we as the continuing corporation or the successor corporation expressly
assumes the payment of principal and interest on the Debentures and the
performance and observance of all the covenants and conditions of the
indenture binding on us;
* we, or the successor corporation, are not immediately after the merger,
consolidation, or sale in default in the performance of a covenant or
condition in the indenture; and
* if as a result of the merger, consolidation or sale we become subject to a
mortgage, pledge, lien, security interest or other encumbrance not permitted
by the Indenture, we or the successor corporation take steps necessary to
secure the Debentures equally and ratably with all indebtedness secured.
Defeasance (Indenture Section 1301 through 1305)
We may be discharged from our obligations on the Debentures of a series
at any time before the stated maturity if we deposit with the Trustee
money or certain equivalents in an amount sufficient to pay the principal
and interest on the Debentures. Under Federal income tax law as of the
date of this prospectus, such deposit and discharge may be treated as an
exchange of the related Debentures. Each holder may be required to recognize
gain or loss equal to the difference between the holder's cost or other tax
basis for the Debentures and the value of the holder's interest in the trust.
Such holders might be required to include in income a different amount than
would be includable without the discharge. Prospective investors are urged to
consult their own tax advisers as to the consequences of such a deposit and
discharge, including the applicability and effect of tax laws other than the
Federal income tax law.
PLAN OF DISTRIBUTION
--------------------
We may sell the Debentures (a) through underwriters or dealers;
(b) directly to one or more purchasers; or (c) through agents. The Prospectus
Supplement will include the names of underwriters, dealers or agents
retained. The Prospectus Supplement also will include the purchase price of
the Debentures, Caterpillar's proceeds from the sale, any underwriting
discounts or commissions and other items constituting underwriters'
compensation.
The underwriters will acquire the Debentures for their own account. They
may resell the Debentures in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The obligations of the underwriters to purchase the
securities will be subject to certain conditions. The underwriters will be
obligated to purchase all the securities offered if any of the securities are
purchased. Any initial public offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may be changed from time to time.
Underwriters, dealers, and agents that participate in the distribution of
the Debentures may be underwriters as defined in the Securities Act of 1933
("Act"), and any discounts or commissions received by them from us and any
profit on the resale of the Debentures by them may be treated as underwriting
discounts and commissions under the Act.
We may have agreements with the underwriters, dealers, and agents to
indemnify them against certain civil liabilities, including liabilities under
the Act, or to contribute with respect to payments which the underwriters,
dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
LEGAL OPINIONS
--------------
Richard P. Konrath, our Securities Counsel, will issue an opinion about
the legality of the Debentures for us. Underwriters and agents may have their
own counsel issuing an opinion for them. They may rely on the opinion of our
counsel as to matters of Illinois law.
EXPERTS
-------
Price Waterhouse LLP, independent accountants, audited our financial
statements and schedules incorporated by reference in this prospectus and
elsewhere in the registration statement. These documents are incorporated by
reference in reliance upon the authority of Price Waterhouse as experts in
accounting and auditing in giving the report.
TABLE OF CONTENTS
Where You Can Find More Information
The Company
Prospectus Supplement
Use of Proceeds
Ratio of Profit to Fixed Charges
Description of the Debt Securities
Plan of Distribution
Legal Opinions
Experts
$500,000,000
[CAT LOGO]
DEBENTURES
_______________________
PROSPECTUS SUPPLEMENT
___________, 1997
_______________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Registration Fee $151,515.15
Accountants' Fees and Expenses 25,000.00
Trustee Fees and Expenses 25,000.00
Debt Rating Agency Fees 250,000.00
Printing and Delivery Expenses 50,000.00
Legal Fees and Expenses 75,000.00
Miscellaneous Expenses 50,000.00
Total $626,515.15
All except the first item are estimates.
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware Corporation Law and our Bylaws provide for
indemnification of officers and directors under certain circumstances.
Insurance carried by us provides (within limits and subject to certain
exclusions) for reimbursement of amounts which (a) we may be required to pay
as indemnities to officers or directors for claims made against them and (b)
individual directors, officers and certain employees may become legally
obligated to pay as the result of acts committed while acting in their
corporate fiduciary capacities.
The underwriting and distribution agreements may provide for the
indemnification of our officers and directors under certain circumstances.
Item 16. Exhibits
Reference is made to the Exhibit Index filed as part of this Registration
Statement.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement(or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of the securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3, Form S-8, or
Form F-3 and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Peoria, State of Illinois, on the
12th day of February, 1997.
CATERPILLAR INC.
(Registrant)
By: /s/R. R. ATTERBURY III
R. R. Atterbury III, Secretary
Date: February 19, 1997
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
February 19, 1997 /s/DONALD V. FITES Chairman of the Board, Director
and Chief Executive Officer
February 19, 1997 /s/GLEN A. BARTON Group President
February 19, 1997 /s/GERALD S. FLAHERTY Group President
February 19, 1997 /s/JAMES W. OWENS Group President
February 19, 1997 /s/RICHARD L. THOMPSON Group President
February 19, 1997 /s/DOUGLAS R. OBERHELMAN Vice President and
Chief Financial Officer
February 19, 1997 /s/ROBERT R. GALLAGHER Controller and
Chief Accounting Officer
February 19, 1997 /s/LILYAN H. AFFINITO Director
February 19, 1997 /s/JOHN W. FONDAHL Director
February 19, 1997 /s/DAVID R. GOODE Director
February 19, 1997 /s/PETER A. MAGOWAN Director
February 19, 1997 /s/GORDON R. PARKER Director
February 19, 1997 /s/GEORGE A. SCHAEFER Director
February 19, 1997 /s/JOSHUA I. SMITH Director
February 19, 1997 /s/CLAYTON K. YEUTTER Director
EXHIBIT INDEX
Exhibit
Number Description
1 Form of Underwriting Agreement
4.1 Indenture dated as of May 1, 1987, between the Registrant and The
First National Bank of Chicago, as Trustee.
4.2 First Supplemental Indenture, dated as of June 1, 1989, between
Caterpillar Inc. and The First National Bank of Chicago, as
Trustee.
4.3 Appointment of Citibank, N.A. as Successor Trustee, dated October
1, 1991, under the Indenture, as supplemented, dated May 1, 1987.
4.4 Second Supplemental Indenture, dated as of May 15, 1992, between
Caterpillar Inc. and Citibank, N.A., as Successor Trustee.
4.5 Third Supplemental Indenture, dated as of December 16, 1996,
between Caterpillar Inc. and Citibank, N.A., as Successor Trustee.
4.6 Rights Agreement dated as of December 11, 1996, between
Caterpillar Inc. and First Chicago Trust Company of New York
(incorporated by reference from Exhibit 1 to Form 8-A filed
December 11, 1996, Commission File No. 1-768).
5 Opinion of Richard P. Konrath, Securities Counsel for Caterpillar
Inc., as to the legality of debt securities.
12 Statement Setting Forth Computation of Ratios of Profit to Fixed
Charges
23.1 The consent of Richard P. Konrath, Securities Counsel for
Caterpillar Inc., is contained in his opinion filed as Exhibit 5
to this Registration Statement.
23.2 Consent of Price Waterhouse LLP
25 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of Citibank, N.A.
Dates Referenced Herein and Documents Incorporated by Reference
6 Subsequent Filings that Reference this Filing
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