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)
SUPPLEMENTAL 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 $10,000,000 100% $10,000,000 $3,000
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. Supplemental
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.
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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 Supplemental 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 their
compensation which would otherwise qualify as participant contributions
under Part 1 and/or Part 2 of the Caterpillar Inc. Employees' Investment
Plan ("EIP"). 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.
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Compensation deferred by a Participant, together with any employer
contribution, ("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.
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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.
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;
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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.
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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
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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
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EXHIBIT INDEX
Exhibit
Number Description
4 The Caterpillar Inc. Supplemental Employees' Investment Plan, as
amended and restated (incorporated by reference from Exhibit
10(d) 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.
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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 $10,000,000 of the Company's Deferred
Compensation Obligations which are issuable under the Caterpillar Inc.
Supplemental 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
