UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
October 31, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.[ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7(b) 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
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(8) SHARED VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED
BY EACH REPORTING ----------------------------------------
PERSON (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" or the "Shares," an individual share of which is a "Share"), of A.S.V.,
Inc., a Minnesota corporation (the "Issuer") covered by this report were
acquired by Caterpillar Inc. ("Caterpillar") subject to the terms and conditions
of (i) the Securities Purchase Agreement dated October 31, 2000 by and between
Caterpillar and the Issuer (the "Securities Purchase Agreement"), which is
attached as Exhibit 1 hereto, and (ii) the Replacement Warrant (the "Replacement
Warrant"), which is attached as Exhibit 2 hereto, granted to Caterpillar
pursuant to the Securities Purchase Agreement.
The information contained in the following schedules is incorporated
herein by reference: (i) original Schedule 13D ("Original Schedule 13D") filed
October 26, 1998 by Caterpillar, and (ii) Amendment No. 1 to the Original
Schedule 13D ("Amendment No. 1") filed February 9, 1999 by Caterpillar.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock of 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 Replacement Warrant to be Issued to Caterpillar
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Pursuant to the Securities Purchase Agreement and subject to the terms
and conditions therein, Issuer issued and sold to Caterpillar and Caterpillar
purchased from Issuer for an aggregate purchase price of $9,000,000, 500,000
shares of Common Stock. Concurrent with this purchase, the warrant dated October
14, 1998, whereby Issuer issued a warrant to Investor for 10,267,127 shares of
Common Stock (the "Original Warrant"), was amended by the issuance of a
Replacement Warrant to reduce the number of shares of Common Stock subject to
the Replacement Warrant by 500,000 shares to 9,767,127 shares. The Original
Warrant has been terminated and is of no further force or effect.
The source of the $9,000,000 used by Caterpillar for its purchase of
500,000 shares of Common Stock was from available working capital. If and when
Caterpillar elects to exercise the Replacement Warrant held by it, Caterpillar
presently anticipates that the up to $ 205,109,667 that would be required to be
paid by Caterpillar for the shares of Common Stock issuable upon the exercise of
the Replacement 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 Replacement Warrant for the
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full text of their terms, including the conditions upon which they may be
exercised or terminated as applicable.
ITEM 4. PURPOSE OF TRANSACTION
(a)-(j) Caterpillar acquired the Shares to fund the Issuer's
participation in new product research and development between Caterpillar and
the Issuer. On October 31, 2000, the Issuer and Caterpillar entered into the
Securities Purchase Agreement, pursuant to which, the Issuer issued and sold to
Caterpillar and Caterpillar purchased from Issuer for an aggregate purchase
price of $9,000,000, 500,000 shares of Common Stock. Concurrent with this
purchase, the Original Warrant was amended by the issuance of a Replacement
Warrant to reduce the number of shares of Common Stock subject to the Warrant by
500,000 shares to 9,767,127 shares. The Original Warrant Certificate has been
terminated and is of no further force or effect.
The Replacement Warrant grants Caterpillar the right to purchase an
additional 9,767,127 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
October 31, 2000 until January 29, 2009 (subject to certain rights of the Issuer
to accelerate such date), pursuant to the terms of the Replacement Warrant,
which is attached hereto as Exhibit 2.
The descriptions herein of the Securities Purchase Agreement and the
Replacement Warrant 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 1,500,000 shares of Common Stock and has the right to
acquire an additional 9,767,127 shares of Common Stock (the "Warrant Shares")
through the exercise of the Replacement Warrant more fully described in Item 4.
As a result, Caterpillar has, if the Replacement 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.
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 Replacement
Warrant, 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
1. Securities Purchase Agreement, dated October 31, 2000 between
Caterpillar Inc., as Investor, and A.S.V., Inc., as Issuer.
2. Replacement Warrant, dated October 31, 2000, between Caterpillar
Inc., as Holder, and A.S.V. Inc.
Page 4 of 5
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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.
November 8, 2000
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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