Registration No. - 333-_______
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________
CATERPILLAR INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 37-0602744
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 NE ADAMS STREET,
PEORIA, ILLINOIS 61629
(Address of principal executive offices) (Zip Code)
Caterpillar Inc. 1996 Stock Option and Long-Term Incentive Plan
(Full title of the plan)
R. RENNIE ATTERBURY III
Vice President, Secretary and General Counsel
Caterpillar Inc.
100 NE Adams Street
Peoria, IL 61629-7310
(Name and address of agent for service)
(309) 675-4429
(Telephone number, including area code, of agent for service)
_______________________
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
- ----------- ---------- ------------ ---------- ------------
7,000,000
Common Stock shares $62.6875 $438,812,500 $151,314.66
- -----------------------------------------------------------------------------
(1)Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(h), based upon a price of
$62.6875 per share for 7,000,000 shares of Common Stock, such price being the
average of the high and low prices of the Common Stock reported for the
shares on the New York Stock Exchange on May 8, 1996, a date within five
business days prior to the date of filing this Registration Statement.
Associated with the Common Stock are preferred stock purchase rights that
will not be exercisable or evidenced separately from the Common Stock prior
to the occurrence of certain events.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Caterpillar Inc. ("Company") with the
Securities and Exchange Commission are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(2) The Company's quarterly report on Form 10-Q for the first quarter
of 1996 ended March 31, 1996;
(3) The Company's definitive proxy statement dated March 1, 1996 filed
in connection with its April 10, 1996 Annual Meeting of
Stockholders;
(4) The description of the Company's Common Stock contained in Form
S-3 filed on May 6, 1991 (Registration No. 33-40393), including
any amendment or report filed with the Commission for the purpose
of updating such description.
(5) The description of the Company's Preferred Stock Purchase Rights
contained in Form S-3 filed on May 6, 1991 (Registration No.
33-40393), including any amendment or report filed with the
Commission for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 ("Exchange Act"),
prior to the filing of a post-effective amendment which indicates that all
securities to be granted under the Plan have been granted or which
deregisters all securities then remaining ungranted, shall be deemed to be
incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware authorizes
the Company to indemnify its directors and officers under specified
circumstances. Article V of the Company's Bylaws provides in effect that
the Company shall provide certain indemnification to such persons. Article
Ninth of the Company's Restated Certificate of Incorporation provides that
a director shall not be liable to the Company or its stockholders for any
breach of fiduciary duty except in certain circumstances. The Company has
purchased directors' and officers' liability insurance in the amounts and
subject to the conditions set forth in such policies.
Item 7. Exemption from Registration.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this registration
statement:
Exhibit
Number Description
----------- -----------------------------------------------------
4.1 Restated Certificate of Incorporation (incorporated
by reference from Exhibit 3(a)(i) to Form 10-K for the
year ended December 31, 1994, Commission File No.
1-768).
4.2 Bylaws (incorporated by reference from exhibit 3(ii)
to Form 10-Q for the quarter ended September 30,
1995, Commission File No. 1-768).
4.3 Rights Agreement dated as of November 12, 1986,
between Caterpillar Inc., the Registrant hereunder,
and First Chicago Trust Company of New York (formerly
Morgan Shareholder Services Trust Company)
(incorporated by reference from Exhibit 10(a) to Form
10-K for the year ended December 31, 1990, Commission
File No. 1-768) and First Amendment to Rights
Agreement dated December 9, 1992 (incorporated by
reference from Exhibit 10(a) to Form 10-K for the year
ended December 31, 1992, Commission File No. 1-768).
23 Attached consent of Price Waterhouse LLP
Item 9. Undertakings.
The Company 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 reflect 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 any material change to such information
in the Registration Statement; provided, however,
that paragraphs (1)(i) and (1)(ii) above 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 Commission by the registrant
pursuant to Section 13 or Section 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.
The Company further undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company'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.
Insofar as indemnification for liabilities arising under the
Securities Actof 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for
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indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Caterpillar
Inc. certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Peoria, and the State of Illinois, on this 13th
day of May, 1996.
CATERPILLAR INC.
(Registrant)
By: /s/R. R. ATTERBURY III
Date: May 13, 1996 R. R. Atterbury III, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
May 13, 1996 /s/DONALD V. FITES Chairman of the Board,
Director and Chief
Executive Officer
May 13, 1996 /s/DOUGLAS R. OBERHELMAN Vice President and
Chief Financial Officer
May 13, 1996 /s/ROBERT R. GALLAGHER Controller and Chief
Accounting Officer
May 13, 1996 /s/LILYAN H. AFFINITO Director
May 13, 1996 /s/W. FRANK BLOUNT Director
May 13, 1996 /s/DAVID R. GOODE Director
May 13, 1996 /s/JAMES P. GORTER Director
May 13, 1996 /s/JERRY R. JUNKINS Director
May 13, 1996 /s/PETER A. MAGOWAN Director
May 13, 1996 /s/GORDON R. PARKER Director
May 13, 1996 /s/GEORGE A. SCHAEFER Director
May 13, 1996 /s/JOSHUA I. SMITH Director
May 13, 1996 /s/CLAYTON K. YEUTTER Director
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 18, 1996, which appears
on page A-3 of the Appendix to the 1996 Annual Meeting Proxy Statement of
Caterpillar Inc., which is incorporated by reference in Caterpillar Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1995. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule listed in Item 14(a) of such Annual Report on Form 10-K
for the year ended December 31, 1995. We also consent to the incorporation
by reference of our report on the Finanical Statement Schedule listed in
Item 14(a) of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Peoria, Illinois
May 8, 1996
