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)
DEFERRED EMPLOYEES' INVESTMENT PLAN
(Full title of the plan)
Registrant's telephone number, including area code: (309) 675-1000
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)
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(1) Per Unit(2) Price(1)(3) Fee
- ----------- ------------ ----------- ---------- ------------
Deferred
Compensation $40,000,000 100% $10,000,000 $12,000
Obligations
- --------------------------------------------------------------------------
(1) In U.S. dollars or the equivalent thereof in foreign denominated
currency or a composite currency.
(2) The Deferred Compensation Obligations are unsecured obligations of
Caterpillar Inc. to pay deferred compensation in the future in
accordance with the terms of the Caterpillar Inc. Deferred
Employees' Investment Plan.
(3) Estimated solely for the purposes of calculating the registration
fee in accordance with Rule 457(c) under the Securities Act of 1933
and exclusive of accrued interest, if any.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified by Part I of
this Form S-8 Registration Statement (the "Registration Statement") will
be sent or given to participants of the Deferred Employees' Investment
Plan (the "Plan") of Caterpillar Inc., a Delaware corporation (the
"Company"), as specified in Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act"). Such document(s) are not being filed
with the Securities and Exchange Commission but constitute, together with
the documents incorporated by reference into the Registration Statement
pursuant to Item 3 of Part II of the Registration Statement, a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Company with the
Commission and are hereby incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 and quarterly report on Form 10-Q for the
quarter ended March 31, 1997.
(b) All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Deferred Compensation Obligations
---------------------------------
Pursuant to the terms of the Plan, eligible employees (each a
"Participant") of the Company may elect to defer all or a portion of
(1) their compensation not to exceed the excess of (a) 6% of their base
salary over (b) the total amount deferred by them into Part 2 of the
Caterpillar Inc. Employees' Investment Plan ("EIP") and into the
Supplemental Employees' Investment Plan ("SEIP"); (2) the incentive
compensation payable to them for a calendar year; or (3) base salary
payable to them for a calendar year. The portion of compensation deferred
under such elections are referred to herein as "Deferred Compensation
Obligations". Deferred Compensation Obligations will be unsecured general
obligations of the Company to pay the deferred compensation in the future
in accordance with the terms of the Plan and will rank equally with other
unsecured and unsubordinated indebtedness of the Company.
PAGE 2
<PAGE>
Compensation deferred by a Participant ("Deferral") will be held in
the general funds of the Company. The Company will establish an
individual bookkeeping account for each Participant. Deferral amounts
will be allocated to Participant accounts in accordance with investment
alternatives they select and the terms of the Plan. Investment
alternatives include i) an interest account; ii) a stock account treated
as though it were invested in Company common stock ("Stock Election"); or
iii) a mutual fund account or accounts treated as though it were invested
in certain mutual funds specified in the Plan. Deferrals invested under
a Stock Election will accrue dividend equivalents and will be reinvested.
A Participant's account will in all other respects reflect share ownership
for events such as a stock split, but no voting rights will exist.
All amounts in the Plan and the establishment of individual
bookkeeping accounts shall not be deemed to have created a trust, and no
Participant shall have an ownership interest in any such account. A
Participant's rights to any amounts credited to his account shall not be
transferrable or assignable.
Deferred Compensation Obligations are not subject to redemption, in
whole or in part by Participants, except upon termination of employment
or death as specified in the Plan. The Company reserves the right to
amend, merge, consolidate or terminate the Plan at any time, except that
such action shall not adversely affect the amount that any Participant is
entitled to receive, nor change the time of payment of any amount credited
to a Participant's account.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers
Under our Bylaws, we are required to indemnify officers and
directors to the full extent permitted under Delaware law. Delaware law
permits us to indemnify officers and directors against expenses,
judgments, fines, and amounts paid in settlement if they acted in good
faith and in a manner they reasonably believed to be in the best interests
of the company. In a criminal action, indemnification is permissible if
the officer or director had no reasonable cause to believe his conduct
was unlawful. Indemnification is not permissible if the officer or
director is deemed liable to us by a court, unless the court otherwise
determines indemnification is proper.
Under our Certificate of Incorporation, no director is personally
liable to us or any stockholder for a breach of fiduciary duty, unless
the director is liable under Section 174 of Title 8 of the Delaware Code,
has breached his or her duty of loyalty, has not acted in good faith,
acted in a manner involving intentional misconduct or knowing violation
of law, or has derived an improper personal benefit.
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.
PAGE 3
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index filed as part of this
Registration Statement.
Item 9. 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;
PAGE 4
<PAGE>
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.
PAGE 5
<PAGE>
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-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, State of Illinois, on
the 4th day of August, 1997.
CATERPILLAR INC.
(Registrant)
By: /s/R. R. ATTERBURY III
Date: August 4, 1997 R. R. Atterbury III, Secretary
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.
August 4, 1997 /s/DONALD V. FITES Chairman of the Board,
Director and Chief
Executive Officer
August 4, 1997 /s/GLEN A. BARTON Group President
August 4, 1997 /s/GERALD S. FLAHERTY Group President
August 4, 1997 /s/JAMES W. OWENS Group President
August 4, 1997 /s/RICHARD L. THOMPSON Group President
August 4, 1997 /s/DOUGLAS R. OBERHELMAN Vice President and
Chief Financial Officer
August 4, 1997 /s/ROBERT R. GALLAGHER Controller and
Chief Accounting Officer
PAGE 6
<PAGE>
August 4, 1997 /s/LILYAN H. AFFINITO Director
August 4, 1997 /s/W. FRANK BLOUNT Director
August 4, 1997 /s/JOHN T. DILLON Director
August 4, 1997 /s/DAVID R. GOODE Director
August 4, 1997 /s/JAMES P. GORTER Director
August 4, 1997 /s/PETER A. MAGOWAN Director
August 4, 1997 /s/GORDON R. PARKER Director
August 4, 1997 /s/GEORGE A. SCHAEFER Director
August 4, 1997 /s/JOSHUA I. SMITH Director
August 4, 1997 /s/CLAYTON K. YEUTTER Director
PAGE 7
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4 The Caterpillar Inc. Deferred Employees' Investment Plan, as
amended and restated (incorporated by reference from Exhibit
10(h) to Form 10-K for the year ended December 31, 1996,
Commission File No. 1 -768).
5 Opinion of Richard P. Konrath, Securities Counsel for Caterpillar
Inc., as to the legality of deferred compensation obligations.
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.
PAGE 8
Caterpillar Inc.
100 N.E. Adams St.
Peoria, IL 61629
Ladies and Gentlemen:
This opinion is in connection with the Registration Statement filed
on Form S-8 ("Registration Statement") filed by Caterpillar Inc.
("Company")with the Securities & Exchange Commission for registration
under the Securities Act of 1933 of $40,000,000 of the Company's Deferred
Compensation Obligations which are issuable under the Caterpillar Inc.
Deferred Employees' Investment Plan (the "Plan").
In that connection, I have examined copies of such corporate records
and made such inquiries as I have deemed necessary for the purposes of
rendering the opinion set forth.
Based upon the foregoing, in my opinion,:
1. The Company has been duly organized and is validly existing under
the laws of the State of Delaware.
2. The Plan has been duly adopted by the Board of Directors of the
Company.
3. When issued, the Deferred Compensation Obligations of the Company
will be valid and binding obligations of the Company, enforceable
in accordance with their terms. This opinion is qualified insofar
as enforceability may be limited by fraudulent transfer, bankruptcy,
insolvency or similar laws affecting creditor's rights generally and
the availability of equitable remedies may be limited by equitable
principles of general applicability.
This opinion is limited to the federal laws of the United States of
America and the laws of the State of Illinois.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/Richard P. Konrath
Richard P. Konrath
Securities Counsel
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Caterpillar Inc. of our report dated January 21, 1997
appearing on page A-3 of the Appendix to the 1997 Annual Meeting of
Stockholders 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, 1996. 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.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Peoria, Illinois
July 29, 1997
