UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
A.S.V., INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
001963107
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(CUSIP Number)
CATERPILLAR INC.
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(Name of Persons Filing Statement)
R. RENNIE ATTERBURY III
Vice President, Secretary and General Counsel
Caterpillar Inc.
100 NE Adams Street
Peoria, IL 61629-7310
Tel. No.: (309) 675-1000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 29, 1999
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(Date of Event which Requires Filing of this Statement)
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 001963107 Page 2 of 5 Pages
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(1) NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Caterpillar Inc.
FEIN: 37-0602744
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
11,267,127
NUMBER OF SHARES
BENEFICIALLY OWNED -----------------------------------------------
BY EACH REPORTING (8) SHARED VOTING POWER
PERSON WITH None
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(9) SOLE DISPOSITIVE POWER
11,267,127
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(10) SHARED DISPOSITIVE POWER
None
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,267,127
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 51%
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(14) TYPE OF REPORTING PERSON*
CO
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<PAGE>
PRELIMINARY NOTE
The Reporting Person (as defined below) listed on the cover page to this
Schedule 13D hereby makes the following Statement pursuant to Section 13(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations promulgated thereunder.
The shares of common stock, par value $0.01 per share (the "Common
Stock"), of A.S.V., Inc. (the "Issuer") covered by this report were purchased by
Caterpillar Inc. ("Caterpillar") subject to the terms and conditions of and upon
the exercise of (i) the Securities Purchase Agreement dated October 14, 1998 by
and between Caterpillar and the Issuer, and described in Item 4 of this Report
(the "Securities Purchase Agreement"), which is attached as Exhibit 1 to the
Schedule 13D filed on October 26, 1998 and (ii) the Warrant Certificate (the
"Warrant Certificate"), which is attached as Exhibit 3 to the Schedule 13D filed
on October 26, 1998, granted to Caterpillar pursuant to the Securities Purchase
Agreement.
With respect to each contract, agreement or other document referred to
herein and filed with the Securities and Exchange Commission as an exhibit to
the Schedule 13D filed on October 26, 1998, reference is made to the exhibit for
a more complete description of the matter involved, and this Statement shall be
deemed qualified in its entirety by such reference.
The original Schedule 13D to which this Amendment No. 1 relates reported
the beneficial ownership of 1,579,000 shares of Common Stock pursuant to that
certain Option Certificate dated October 14, 1998 granted to Caterpillar (the
"Option Certificate"). Concurrently with the transactions described in this
Amendment No. 1, the Option Certificate was cancelled.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, par value $0.01 per share
(the "Common Stock" or the "Shares," an individual share of which is a "Share"),
of A.S.V., Inc., a Minnesota corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 840 Lily Lane, Grand Rapids, Minnesota
55744.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed by Caterpillar Inc. ("Caterpillar" or the
"Reporting Person"), a Delaware corporation, which is a leading manufacturer of
earthmoving and construction equipment. Caterpillar distributes its products
through its worldwide network of independent dealers. Caterpillar's principal
offices are located at 100 NE Adams Street, Peoria, Illinois 61629.
During the last five years, to the best of Caterpillar's knowledge,
neither Caterpillar nor any of its executive officers or directors has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Shares and Warrant to be Issued to Caterpillar
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Pursuant to the Securities Purchase Agreement and subject to the terms
and conditions therein (including approval by the Issuer's stockholders and
various regulatory agencies), Issuer issued and sold to Caterpillar and
Caterpillar purchased from Issuer for an aggregate purchase price of $18,000,000
(i) 1,000,000 shares of Common Stock and (ii) a warrant (the "Warrant") to
purchase an additional 10,267,127 shares of Common Stock at an exercise price of
$21.00 per share, exercisable in whole or in part at any time and from time to
Page 3 of 5
<PAGE>
time from January 29, 1999 until January 29, 2009 (subject to certain rights of
the Issuer to accelerate such date), pursuant to the terms of the Warrant
Certificate (the "Warrant Certificate"). The source of the $18,000,000 used by
Caterpillar for its purchase of 1,000,000 shares of Common Stock and the Warrant
to purchase an additional 10,267,127 shares of Common Stock from the Issuer was
from available working capital. If and when Caterpillar elects to exercise the
Warrant held by it, Caterpillar presently anticipates that the up to
$215,609,667 that would be required to be paid by Caterpillar for the shares of
Common Stock issuable upon the exercise of the Warrant will be from available
working capital and funds borrowed by Caterpillar in the ordinary course of
business. Reference is hereby made to the Securities Purchase Agreement and the
Warrant Certificate for the full text of their terms, including the conditions
upon which they may be exercised or terminated as applicable.
ITEM 4. PURPOSE OF TRANSACTION
On October 14, 1998, the Issuer and Caterpillar entered into the
Securities Purchase Agreement, pursuant to which, on January 29, 1999, the
Issuer issued and sold to Caterpillar and Caterpillar purchased from Issuer for
an aggregate purchase price of $18,000,000 (i) 1,000,000 shares of Common Stock
and (ii) the Warrant to purchase an additional 10,267,127 shares of Common Stock
at an exercise price of $21.00 per share, exercisable in whole or in part at any
time and from time to time from January 29, 1999 until January 29, 2009 (subject
to certain rights of the Issuer to accelerate such date), pursuant to the terms
of the Warrant Certificate.
In accordance with the Securities Purchase Agreement, concurrently with
the closing of the transactions contemplated thereunder, the number of directors
constituting the Board of Directors of the Issuer was increased to ten (10) and
Richard A. Benson and Richard A. Cooper, designated by Caterpillar, were added
to such Board. The Issuer and Caterpillar agreed in the Securities Purchase
Agreement that at any time Caterpillar's percentage interest in the outstanding
Common Stock increases (whether by exercise of all or a portion of the Warrant
or other purchase of Common Stock or by reduction in the number of outstanding
shares of Common Stock), at the next meeting of the Board of Directors, (i) one
or more existing Directors (other than the Directors designated by Caterpillar),
as selected by a plurality of the Directors of the Issuer, or if no such
plurality exists, then as selected by the Directors of the Issuer designated by
Caterpillar, shall resign as a Director of the Issuer effective at such time,
and (ii) one or more persons designated by Caterpillar shall replace such
resigning Director or Directors on such Board, so that the ratio of Directors
designated by Caterpillar to the total number of Directors on the Board shall be
substantially equal to the ratio of the number of shares of Common Stock owned
by Caterpillar to the total number of issued and outstanding shares of Common
Stock, provided that until Caterpillar owns a majority of the outstanding Common
Stock, at no time shall Caterpillar have the right to increase the number of
Directors designated by Caterpillar to a number such that the ratio of that
number to the total number of Directors is greater than Caterpillar's percentage
ownership of the outstanding Common Stock of the Issuer and provided further
that the Directors designated by Caterpillar shall constitute a majority of the
Board at such time as Caterpillar owns a majority of the outstanding shares of
Common Stock.
The descriptions herein of the Securities Purchase Agreement and the
Warrant Certificate are qualified in their entirety by reference to such
agreements which are incorporated herein by reference in their entirety.
Other than as described above, Caterpillar has no plans or proposals
which relate to, or may result in, any of the matters listed in Items 4(a) - (j)
of Schedule 13D (although Caterpillar reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Caterpillar owns 1,000,000 shares of Common Stock and has the right to
acquire an additional 10,267,127 shares of Common Stock (the "Warrant Shares")
through the exercise of the Warrant more fully described in Item 4. As a result,
Caterpillar has, if the Warrant is exercised in full, the sole power to vote or
direct the voting of, and to dispose or to direct the disposition of, 11,267,127
shares of Common Stock.
Page 4 of 5
<PAGE>
Except as described herein, neither Caterpillar nor, to the best of
Caterpillar's knowledge, any director or executive officer of Caterpillar,
beneficially owns or has acquired or disposed of any Shares of the Issuer during
the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the Securities Purchase Agreement and the Warrant
Certificate, none of the persons named in Item 2 has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
persons with respect to any securities of the Issuer, including, but not limited
to, transfers or voting of any securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 29, 1999
CATERPILLAR INC.
By: /s/ R.Rennie Atterbury III
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Name: R. Rennie Atterbury III
Title: Vice President and Secretary
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