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Filed
Pursuant to Rule 424(b)(5)
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Registration Nos. 333-43983 and 333-22041
PROSPECTUS SUPPLEMENT
(To Prospectuses Dated January 12, 1998, and
February 20, 1997)
$300,000,000
[CATERPILLAR LOGO APPEARS HERE]
7.25% Senior Debentures due 2009
The Debentures will bear interest at a rate of 7.25% per year.
Interest on the Debentures is payable semi-annually on March 15 and
September 15 of each year, beginning on March 15, 2000. The
Debentures will mature on September 15, 2009. Caterpillar may redeem
the Debentures in whole or in part, at its option at any time. The
redemption prices are discussed under the caption “Optional
Redemption Feature”.
The Debentures will be senior obligations of Caterpillar and
will rank equally with all of Caterpillar’s other unsecured
senior indebtedness.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved these
securities, or determined if this Prospectus Supplement or the
accompanying Prospectuses are truthful or complete. Any
representation to the contrary is a criminal offense.
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Per Senior
Debenture
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Total
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Offering Price..
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99.811%
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$299,433,000
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Underwriting Discount..
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.65 %
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$
1,950,000
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| Proceeds
to Caterpillar..
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99.161%
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$297,483,000
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Interest on the Debentures will accrue from September 15, 1999
to date of delivery.
The underwriters are offering the Debentures subject to
various conditions. The underwriters expect to deliver the
Debentures to purchasers on or about September 17, 1999.
Salomon Smith Barney
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Banc
of America Securities LLC
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September 14, 1999.
You should rely only on the information incorporated by
reference or provided in this Prospectus Supplement or the
Prospectuses. We have not authorized anyone else to provide you with
different information or representations. We are only making an
offer with respect to these Debentures. 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
Supplement or the Prospectuses is accurate as of any date other than
the date on the front of these documents.
TABLE OF CONTENTS
Certain persons participating in this offering may engage in
transactions that stabilize, maintain or otherwise affect the price
of the Debentures, including over-allotment, stabilizing and
short-covering transactions in the Debentures, and the imposition of
a penalty bid, in connection with the offering. For a description of
these activities, see “Underwriting.”
Caterpillar, through its employees and dealers, designs,
manufactures, markets, finances and provides 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. Information on our
web site is not incorporated by reference into this Prospectus
Supplement.
DESCRIPTION OF THE DEBENTURES
The Debentures will be limited to $300,000,000 aggregate
principal amount. Each Debenture will bear interest at the rate per
annum stated on the cover page of this Prospectus Supplement.
Interest will be payable semi-annually on March 15 and September 15
of each year, beginning on March 15, 2000. Interest payable on the
Debentures shall be paid to holders of record on the March 1st and
September 1st, respectively, immediately preceding the interest
payment date. The Debentures will mature on September 15, 2009.
For additional important information on the Debentures, see
“Description of the Debentures” in the accompanying
Prospectuses. That information includes:
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additional information on the terms of the Debentures;
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general
information on the Indenture and Trustee;
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a
description of certain restrictive covenants contained in the
Indenture; and
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a
description of events of default under the Indenture.
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Pursuant to the Trust Indenture Act of 1939, as amended, if a
default occurred on the Debentures, Citibank, N.A. would be required
to resign as Trustee within 90 days of default unless the default
were cured, duly waived or otherwise eliminated.
OPTIONAL REDEMPTION FEATURE
We may redeem the Debentures in whole or in part, at our
option at any time, on not less than 30 or more than 60 days’
notice mailed to registered Holders, at a redemption price equal to
the greater of:
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100% of
the principal amount of the Debentures to be redeemed; or
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the sum
of the present values of the remaining scheduled payments
discounted to the redemption date on a semiannual basis at the
Treasury Rate plus 10 basis points,
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together in either case with accrued interest on the
principal amount being redeemed to the date of redemption.
On and after the redemption date, interest will cease to
accrue on Debentures called for redemption. On or before any
redemption date, Caterpillar shall deposit with a paying agent (or
the Trustee) money sufficient to pay the redemption price of and
accrued interest on the Debentures to be redeemed on that date. If
less than all the Debentures are to be redeemed, the Debentures to
be redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate.
Subject to the terms of the Underwriting Agreement, we have
agreed to sell to the Underwriters the Debentures in the following
amounts:
| Salomon Smith
Barney Inc...
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$210,000,000
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| ABN AMRO
Incorporated..
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30,000,000
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| Banc of America
Securities LLC..
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30,000,000
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| Chase Securities
Inc...
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30,000,000
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Total..
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$300,000,000
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Under the Underwriting Agreement, the Underwriters are
committed to take and pay for all of the Debentures if any are
taken. A copy of the Underwriting Agreement will be filed on Form
8-K with the SEC.
The Underwriters will offer the Debentures directly to the
public at the offering price on the cover page of the final
Prospectus Supplement. They will also offer the Debentures to
certain dealers at that price less a concession not to exceed .40%
of the principal amount of the Debentures. The Underwriters may
allow, and dealers may reallow, a concession not to exceed .25% of
the principal amount of the Debentures to certain other dealers.
After the public offering, the Underwriters may change the public
offering price and other selling terms for the Debentures.
We do not intend to apply for listing of the Debentures on a
national securities exchange. The Underwriters intend to make a
market in the Debentures in the secondary trading market. The
Underwriters are not obligated to make a market in the Debentures
and they may discontinue market making at any time. We cannot assure
the liquidity or trading markets for the Debentures.
In connection with the offering, Salomon Smith Barney Inc., on
behalf of the Underwriters, may purchase and sell the Debentures in
the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover short positions
created by the Underwriters. Stabilizing transactions consist of
bids or purchases designed to prevent or slow a decline in the
market price of the Debentures. Short positions created by the
Underwriters involve the sale by the Underwriters of a greater
aggregate principal amount of Debentures than they are required to
purchase from Caterpillar in the offering.
The Underwriters also may impose a penalty bid whereby selling
concessions allowed to broker-dealers for Debentures sold in the
offering may be reclaimed if Debentures are repurchased by the
Underwriters in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market
price of the Debentures, which may be higher than the price
otherwise in the open market. These activities may be discontinued
at any time and may be effected in the over-the-counter market or
otherwise.
Citibank, N.A., ABN AMRO Incorporated, The Chase Manhattan
Bank, and Bank of America have normal commercial banking
relationships with us and we have paid them and their affiliates at
times for investment banking and commercial banking services not
related to this offering. Citibank, N.A. is an affiliate of Salomon
Smith Barney Inc., Bank of America is an affiliate of Banc of
America Securities LLC and The Chase Manhattan Bank is an affiliate
of Chase Securities Inc. Because more than 10% of the net proceeds
will be paid to affiliates of the Underwriters, the offering is
being made pursuant to Rule 2710(c)(8) of the Conduct Rules of the
National Association of Securities Dealers, Inc.
We have agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
The net proceeds from the sale of Debentures will be used for
general corporate purposes, including the reduction of short-term
debt obligations of Caterpillar. These obligations have maturities
of less than one year at interest rates which are typically 10 basis
points above the Fed Funds Rate prevailing at the time the
obligation is incurred.
RATIO OF PROFIT TO FIXED CHARGES
The Ratio of Profit to Fixed Charges for each of the periods
indicated is as follows:
6/30
1999
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12/31
1998
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12/31
1997
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12/31
1996
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12/31
1995
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12/31
1994
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| 2.6
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3.6
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4.9
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4.5
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4.0
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3.8
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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.
INFORMATION INCORPORATED BY REFERENCE
In addition to the information specifically incorporated by
reference in the accompanying Prospectuses, the following are
incorporated by reference:
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our
1998 Form 10-K, as amended, filed with the SEC on March 31, 1999;
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our
1999 Annual Meeting Proxy Statement and Financial Appendix filed
with the SEC on February 17, 1999;
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our
1st quarter 1999 Form 10-Q filed with the SEC on May 6, 1999;
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our
2nd quarter 1999 Form 10-Q filed with the SEC on August 13, 1999;
and
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our
1999 8-K reports filed with the SEC on January 14, January 20,
February 4, March 12, April 16, June 10, June 23, and July 17,
1999.
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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
The financial statements as of December 31, 1998, 1997 and
1996 and for each of the three years in the period ended December
31, 1998 incorporated by reference in this Prospectus Supplement
have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in auditing and accounting.
The validity of the Debentures will be passed upon for
Caterpillar by Richard P. Konrath, Esq., our internal Securities
Counsel, and for the Underwriters by Sullivan & Cromwell, New
York, New York.
PROSPECTUS
$500,000,000
DEBENTURES
Caterpillar Inc. intends to offer at one or more
times Debentures with a total value not to exceed $500,000,000 and a
maturity of 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 date of this Prospectus is January 12, 1998
[CATERPILLAR LOGO APPEARS HERE]
Caterpillar Inc.
100 NE Adams Street
Peoria, IL 61629
(309) 675-1000
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.
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.
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Annual Report on Form 10-K for the year ended December 31, 1996;
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Quarterly Reports on Form 10-Q for quarters ended March 31, June
30, and September 30, 1997;
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Current Reports on Form 8-K filed on January 22, February 18,
April 15, June 2, June 11, July 2, July 18, July 22, August 28,
October 15, November 3, December 1, and December 11, 1997.
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You
may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
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Attn: Corporate Secretary
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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.
Caterpillar, through its employees and dealers, designs,
manufactures, markets, finances and provides 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. Information on our
web site is not incorporated by reference into this Prospectus or
any Prospectus Supplement.
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.
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.
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:
9/30
1997
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12/31
1996
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12/31
1995
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12/31
1994
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12/31
1993
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12/31
1992
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| 4.9
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4.5
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4.0
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3.8
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2.4
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*
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*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.
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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.
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.
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:
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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;
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We
deliver to the Trustee an order that the global security shall be
exchangeable; or
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There is a continuing Event of Default, as described below,
regarding the Securities.
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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:
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any
subsidiary acquired or organized by us after May 1, 1987, as long
as that subsidiary is not a successor to a Restricted Subsidiary;
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any
subsidiary with principal business and assets located outside the
United States (its territories and possessions) and Canada;
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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;
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any
subsidiary with the principal business of owning, leasing, dealing
in or developing real property; and
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any
subsidiary with substantially all assets consisting of securities
of subsidiaries described above.
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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:
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any
Important Property of Caterpillar or any Restricted Subsidiary; or
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any
shares of stock or indebtedness of a Restricted Subsidiary.
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Value: means with respect to a Sale and
Leaseback Transaction, an amount equal to the greater of:
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the
net proceeds of the sale of the property leased pursuant to the
Sale and Leaseback Transaction; or
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the
fair value of the property at the time of the Sale and Leaseback
Transaction, as determined by our Board of Directors.
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(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:
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certain mortgages, pledges, liens, security interests or
encumbrances to secure payment of all or part of the cost of
acquisition, construction or improvement of our property or the
property of a Restricted Subsidiary;
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mortgages, pledges, liens, security interests or encumbrances on
property acquired, whether or not assumed by us or a Restricted
Subsidiary;
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mortgages, pledges, liens, security interests or encumbrances on
property, stock, or indebtedness of a Restricted Subsidiary at the
time it becomes such;
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mortgages, pledges, liens, security interests or encumbrances on
property of
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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;
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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;
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any
extension, renewal or replacement of any mortgage, pledge, lien or
encumbrance referred to above;
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any
mortgage, pledge, lien, security interest, or encumbrance securing
debt owed by us or a Restricted Subsidiary to us or a Restricted
Subsidiary.
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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:
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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;
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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.
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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. No retirement referred to in this clause may be by payment
at maturity or a mandatory prepayment provision.
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 Debentures when due;
|
·
|
failure to pay interest on Debentures 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
2
/
3
% in
aggregate principal amount of the outstanding debt of each series to
be affected. 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 of payment of principal or
interest;
|
·
|
impairment of the right to institute suit for the enforcement of
payment;
|
·
|
reduction in 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
are the continuing corporation, or the successor corporation is a
domestic corporation and 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)
Under
certain circumstances 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 sufficient
to pay principal and interest on the Debentures. One condition for
such defeasance is that we must deliver to the Trustee an opinion of
counsel that holders of the Debentures will not recognize income,
gain or loss for federal income tax purposes as a result of the
defeasance.
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 of the series 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 and their affiliates may engage in
transactions with, or perform services for, us or our subsidiaries
in the ordinary course of their businesses.
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.
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.
PROSPECTUS
$500,000,000
DEBENTURES
Caterpillar Inc. intends to offer at one or more
times Debentures with a total value not to exceed $500,000,000 and a
maturity of 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 date of this Prospectus is February 20, 1997
[CATERPILLAR LOGO APPEARS HERE]
Caterpillar Inc.
100 NE Adams Street
Peoria, IL 61629
(309) 675-1000
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.
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:
|
Attn: Corporate Secretary
|
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.
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.
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.
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
|
|
1995
|
|
1994
|
|
1993
|
|
1992
|
| 4.5
|
|
4.0
|
|
3.8
|
|
2.4
|
|
*
|
| |
*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.
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 the
corporate trust office of the Trustee in New York, New York. 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
|
·
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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
acquisition, 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 Subsidi
-
ary) 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:
·
|
if
we or a Restricted Subsidiary could 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;
|
·
|
if
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 Articles 5 and 6)
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 Debentures when due;
|
·
|
failure to pay interest on Debentures 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 provi
-
sions 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
2
/
3
% in
aggregate principal amount of the outstanding debt of each series to
be affected. 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 of payment of principal or
interest;
|
·
|
impairment of the right to institute suit for the enforcement of
payment;
|
·
|
reduction in 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
are the continuing corporation, or the successor corporation is a
domestic corporation and 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 Article 13)
Under
certain circumstances 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 sufficient
to pay principal and interest on the Debentures. One condition for
such defeasance is that we must deliver to the Trustee an opinion of
counsel that holders of the Debentures will not recognize income,
gain or loss for federal income tax purposes as a result of the
defeasance.
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 of the series 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 and their affiliates may engage in
transactions with, or perform services for, us or our subsidiaries
in the ordinary course of their businesses.
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.
$300,000,000
CATERPILLAR LOGO
7.25% Senior Debentures due 2009
PROSPECTUS SUPPLEMENT
September 14, 1999
Salomon Smith Barney
ABN AMRO Incorporated
Banc of America Securities LLC
Chase Securities Inc.