Registration No. 333-
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
BUCYRUS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-871 39-0188050
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
P.O. Box 500
1100 Milwaukee Avenue
South Milwaukee, Wisconsin 53172
(Address of principal executive offices)
Bucyrus-Erie Company Non-Employee Directors' Stock Option Plan
(Full title of the plan)
_________________________
Bucyrus International, Inc.
P.O. Box 500
1100 Milwaukee Avenue
South Milwaukee, Wisconsin 53172
(414) 768-4000
(Name, address and telephone
number, including area
code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
________________________________________________________________________________________
<CAPTION>
Title of Amount Proposed Maximum Proposed Maximum
Securities to be to be Offering Price Aggregate Offering Amount of
Registered Registered Per Share Price Registration Fee
<S> <C> <C> <C> <C>
________________________________________________________________________________________
Common Stock, 60,000 shares $ 8.1875 $ 491,250 $ 164.00
$.01 par value
________________________________________________________________________________________
<FN>
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on the
average of the high and low prices for Bucyrus International, Inc.
Common Stock as reported on the NASDAQ National Market System on
November 21, 1996.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in
Part 1 are not required to be filed with the Securities and Exchange
Commission as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by Bucyrus
International, Inc. (formerly known as Bucyrus-Erie Company) (the "Company")
with the Securities and Exchange Commission (the "Commission") and are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
2. All other reports filed by the Company with the
Commission pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1995.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to such time as the Company files a post-
effective amendment to the Registration Statement indicating that all
securities offered hereby have been sold, or which deregisters all such
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.
The authorized share of capital of the Company consists of
20,000,000 shares of Common Stock, $.01 par value (the "Common Stock"). As of
November 1, 1996, 10,234,574 shares of Common Stock were issued and
outstanding, all of which are fully paid and nonassessable.
Common Stock
Holders of Common Stock are entitled to one vote per share on all
matters which, pursuant to the Delaware General Corporation Law (the "DGCL"),
require the approval of the Company's stockholders, provided, however, that
pursuant to the Second Amended Joint Plan of Reorganization of B-E Holdings,
Inc. and Bucyrus-Erie Company, as modified December 1, 1994 (the "Plan"), each
stockholder is deemed to have voted in favor of the election of each Original
Director (as that term is defined in Section 5.04 of the Plan) at each annual
meeting of stockholders until the 1997 Annual Meeting. In the event of a
liquidation, dissolution or winding up of the Company, holders of Common Stock
are entitled to participate ratably in all distributions to the holders of
Common Stock after payment of liabilities. Holders of Common Stock are not
entitled to any preemptive rights. Holders of Common Stock are entitled to
receive cash dividend ratably on a per share basis if and when such dividends
are declared by the Board of Directors from funds legally available therefor.
Section 203 of the Delaware Law
Generally, Section 203 of the DGCL prohibits certain Delaware
corporations from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless (i) prior to the
date of the business combination, the transaction is approved by the Board of
Directors of the combination, (ii) upon consummation of the transaction which
resulted in the stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the outstanding voting stock, or (iii) on or
after the consummation date the business combination is approved by the Board
and by the affirmative vote of at least 66 % of the outstanding voting stock
which is not owned by the interested stockholder. "Business combinations"
include mergers, asset sales and other transactions resulting in a financial
benefit to the stockholder. An "interested stockholder" is a person who,
together with affiliates and associates, owns (or within three years, did own)
15% or more of the corporation's voting stock. A Delaware corporation may
"opt out" from the application of Section 203 of the DGCL through a provision
in its certificate of incorporation or by-laws. The Company has not "opted
out" from the application of Section 203.
Certain Charter and By-law Provisions
The By-laws of the Company provide that the Board of Directors of
the Company shall consist of nine directors until the 1997 Annual Meeting and
thereafter shall consist of a number fixed by the Board of Directors but shall
not be more than 15 nor less than three directors. Any vacancies on the Board
may be filled for the unexpired portion of the term only by a majority vote of
the remaining directors, provided, however, that until the 1997 Annual
Meeting, the constituency which nominated an Original Director with respect to
whom a vacancy has occurred shall nominate the successor to such Original
Director. A director may be removed from office, but only for cause. The
Company's Restated Certificate of Incorporation and By-laws generally prohibit
stockholders of the Company from taking action by written consent without a
meeting of stockholders. The By-laws provide that meetings of stockholders of
the Corporation may be called only by the Chairman of the Board, the Board of
Directors pursuant to a written request signed by not less than three
directors and delivered to the Secretary, or by the President or Secretary
upon the written request, of stockholders of record who together own a
majority of the Common Stock. The By-laws further provide that nominations
for the election of directors and advance notice of other action to be taken
at meetings of stockholders of the Company must be given in the manner
provided in the Company's By-laws, and the By-laws contain detailed notice
requirements relating to nominations and other action.
The foregoing provisions and the prohibitions set forth in Section
203 of the DGCL could have the effective of delaying, deferring or preventing
a change in control or the removal of existing management of the Company.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Restated By-Laws of the Company (the "Restated By-
Laws"), a director or officer shall be indemnified against liability to the
fullest extent provided by the Delaware General Corporation Law ("DGCL"). The
DGCL provides that a director or officer shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred to the extent
such director or officer has been successful on the merits or otherwise in any
action brought against such director or officer because of his or her status
as such. With respect to a third-party action, the Company shall indemnify a
director or officer against liability if such director or officer (a) acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company and (b) with respect to any
criminal action, had no reasonable cause to believe his or her conduct was
unlawful. With respect to claims brought against a director or officer by or
in the right of the Company, such director or officer shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by him or her except that no indemnification shall be made in respect to any
claim as to which such director or officer was adjudged to be liable to the
Company unless and only to the extent that the Delaware Chancery Court
determines otherwise.
The Company has purchased insurance as permitted by the DGCL and
the Restated By-Laws on behalf of directors and officers which may cover
liabilities under the Securities Act of 1933, as amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this registration statement:
Exhibit No. Exhibit
(4) Bucyrus-Erie Company Non-Employee Directors' Stock Option Plan
(incorporated by reference to Exhibit 10.32 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995
(Commission File No. 1-871)).
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (included in Exhibit 5 hereto)
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;
(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; provided, however, that
paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-
effective amendment by those paragraphs is contained
in periodic reports filed 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.
(b) 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.
(c) 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.
1. 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 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
2. 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>
SIGNATURES
Pursuant to the requirement 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 South Milwaukee, State of Wisconsin,
on November 21, 1996.
BUCYRUS INTERNATIONAL, INC.
By: /s/W. R. Hildebrand
Willard R. Hildebrand
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated. Each person whose signature appears below constitutes
and appoints Craig R. Mackus and John F. Bosbous his true and lawful attorney-
in-fact and agent with full power of substitution and resubstitution, for him
and his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement and to file the same, with all exhibits thereto, and other documents
in connection herewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Name Title Date
/s/W. R. Hildebrand President, Chief Executive November 21, 1996
Willard R. Hildebrand Officer and Director
(Principal Executive Officer)
/s/Craig R. Mackus Secretary and Controller November 22, 1996
Craig R. Mackus (Principal Accounting Officer)
/s/C. Scott Bartlett Jr. Director November 21, 1996
C. Scott Bartlett, Jr.
/s/C. Macaluso Director November 21, 1996
Charles S. Macaluso
/s/Frank W. Miller Director November 21, 1996
Frank W. Miller
<PAGE>
Name Title Date
/s/George A. Poole Director November 22, 1996
George A. Poole, Jr.
/s/Joseph J. Radecki, Jr. Director November 21, 1996
Joseph J. Radecki, Jr.
/s/F. J. Stark Director November 21, 1996
F. John Stark III
/s/Russell Swansen Director November 22, 1996
Russell W. Swansen
/s/Samuel Victor Director November 22, 1996
Samuel M. Victor
<PAGE>
EXHIBIT INDEX
BUCYRUS INTERNATIONAL, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
Exhibit No. Exhibit
(4) Bucyrus-Erie Company Non-Employee Directors' Stock Option Plan
(incorporated by reference to Exhibit 10.32 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995
(Commission File No. 1-871)).
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (included in Exhibit 5 hereto)
EI-1
EXHIBIT 4
FORM S-8
BUCYRUS-ERIE COMPANY
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1. Purpose. The purpose of the Bucyrus-Erie Company Non-Employee
Directors' Stock Option Plan (the "Plan") is to promote the best interests of
the Bucyrus-Erie Company (the "Company") and its shareholders by providing
non-employee directors of the Company with an opportunity to acquire a
proprietary interest in the Company. By encouraging stock ownership by
non-employee directors, the Company seeks both to attract and retain on its
Board of Directors (the "Board") persons of exceptional competence and to
provide a further incentive to serve as a director of the Company.
2. Administration. The Plan shall be administered by the Board.
In accordance with the provisions of the Plan, the Board shall administer the
Plan and adopt such rules and regulations for carrying out the Plan as it may
deem proper and in the best interests of the Company. The interpretation of
any provision of the Plan by the Board and any determination made by the
Board on the matters referred to in this Section 2 shall be final.
The Board may appoint a committee (the "Committee"), which shall
consist of not less than two non-employee members of the Board, and may
delegate to the Committee full power and authority to take any and all
action required or permitted to be taken by the Board under the Plan whether
or not the power and the authority of the Committee is hereinafter fully
set forth.
3. Shares Subject to the Plan. The shares that are subject to
options under the Plan shall be shares of the Company's Common Stock
("Stock"). The total number of shares of Stock that may be purchased
pursuant to options granted under the Plan shall not exceed an aggregate of
60,000 shares, subject to adjustment as provided in Section 7 hereof. Shares
of Stock delivered upon exercise of an option under the Plan may consist, in
whole or in part, of authorized but unissued shares or of treasury shares.
In the event that an option granted under the Plan expires, is canceled or
terminates unexercised as to any shares of Stock covered thereby, such shares
shall thereafter be available for the granting of additional options under
the Plan.
4. Grants of Options
(a) Eligibility. Each member of the Board who is not an employee
of the Company or any of its subsidiaries or any parent corporation of the
Company (a "Non-Employee Director") shall be eligible to be granted stock
options under the Plan. A Non-Employee Director may hold more than one
option, but only on the terms and subject to any restrictions set forth in
this Section 4.
(b) Option Price. The option exercise price per share of Stock
shall be equal to the last sale price for the Stock on the Nasdaq National
Market System ("NASDAQ") on the date of grant of the option, as reported in
the Wall Street Journal (Midwest Edition); provided, however, that if the
principal market for the Stock is then a national securities exchange, the
option exercise price shall be the closing price for the Stock on the
principal securities exchange on which the Stock is traded on the date of
grant of the option or, in either case above, if no trading occurred on such
date of grant, then the option exercise price shall be determined with
reference to the next preceding date on which the Stock is traded.
(c) Grant of Options.
(i) Any person who is a Non-Employee Director at the
Effective Date of the Plan, as defined in Section 13 hereof, shall
automatically be granted an option to purchase 2000 shares of Stock
on such date.
(ii) Any person who is first elected or appointed as a
Non-Employee Director after the Effective Date of the Plan shall
automatically on the date of such election or appointment be granted
an option to purchase 2,000 shares of Stock (which number shall be
subject to adjustment in the manner as provided in Section 7).
(iii) Thereafter, in consideration for serving on the
Board, each Non-Employee Director (if he or she continues to serve
in such capacity) shall automatically be granted an option on the date
of the first Board meeting in each calendar year, commencing in 1996,
for so long as the Plan remains in effect and a sufficient number of
shares are available thereunder for the granting of such option.
Such option shall entitle the Non-Employee Director to purchase 2000
shares of Stock (which number shall be subject to adjustment in the
manner as provided in Section 7).
(d) Exercisability and Termination of Options. Options granted
to Non-Employee Directors shall vest and become exercisable immediately on
the date of grant. Options granted to Non-Employee Directors shall terminate
on the earlier of:
(i) ten years after the date of grant;
(ii) six months after the Non-Employee Director ceases to be a
director of the Company by reason of death; or
(iii) three months after the Non-Employee Director ceases to be
a director of the Company for any reason other than death.
(e) Exercise of Options. An option may be exercised, subject to
its terms and conditions and the terms and conditions of the Plan, in full or
in part, from time to time by delivery to the Secretary of the Company at the
Company's principal office in South Milwaukee, Wisconsin, of a written notice
of exercise specifying the number of shares with respect to which the option
is being exercised. Any notice of exercise shall be accompanied by full
payment of the option price of the shares being purchased in cash or its
equivalent. No shares shall be issued until full payment therefor has been
made.
5. Nontransferability of Options. No option shall be transferable
by an optionee other than by will or the laws of descent and distribution.
Options under the Plan may be exercised during the life of the optionee only
by the optionee or the optionee's guardian or legal representative.
6. Powers of the Company Not Affected. The existence of the Plan
or any options granted under the Plan shall not affect in any way the right
or power of the Company or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations, or other changes in the
Company's capital structure or its business, or any merger or consolidation
of the Company, or any issuance of bonds, debentures, or preferred or prior
preference stock ahead of or affecting the Stock or the rights thereof, or
any dissolution or liquidation of the Company, or any sale or transfer of all
or any part of the Company's assets or business or any other corporate act or
proceeding, whether of similar character or otherwise.
7. Capital Adjustments Affecting Stock. In the event of a capital
adjustment resulting from a stock dividend, stock split, reorganization,
spin-off, split up or distribution of assets to shareholders, recapitalization,
merger, consolidation, combination or exchange of shares or the like following
the Effective Date of the Plan, the number of shares of Stock subject to the
Plan, the number of shares subject to options to be granted pursuant to
Section 4(c) hereof, and the number of shares under option in outstanding
option agreements shall be adjusted in a manner consistent with such capital
adjustment; provided, however, that no such adjustment shall require the
Company to sell any fractional shares and the adjustment shall be limited
accordingly. The price of any shares under option shall be adjusted so that
there will be no change in the aggregate purchase price upon exercise of any
such option. The determination of the Board or the Committee, as the case may
be, shall be final.
8. Option Agreements. All options granted under the Plan shall be
evidenced by written agreements (which need not be identical) in such form as
the Board or the Committee, as the case may be, shall determine.
9. Rights as a Shareholder; Rights as a Director. An optionee
shall have no rights as a shareholder with respect to shares covered by an
option until the date of issuance of stock certificates to him or her and
only after such shares are fully paid. Neither the Plan nor any option
granted hereunder shall confer upon any optionee the right to continue as a
director of the Company.
10. Transfer Restrictions. Shares of Stock purchased under the
Plan may not be sold or otherwise disposed of except pursuant to an effective
registration statement under the Securities Act of 1933, as amended, or
except in a transaction that, in the option of counsel for the Company, is
exempt from registration under said Act. The Board or the Committee, as the
case may be, may waive the foregoing restrictions in whole or in part in any
particular case or cases or may terminate such restrictions whenever the Board
or the Committee, as the case may be, determines that such restrictions
afford no substantial benefit to the Company.
11. Amendment of Plan. The Board shall have the right to amend the
Plan at any time and for any reason; provided, however, that the Plan shall
not be amended more than once every six months, other than to comport with
changes in the Internal Revenue Code of 1986, as amended, and successor
provisions thereto (the "Code"), the Employee Retirement Income Security Act
of 1974, as amended, or the rules promulgated thereunder; and provided,
further, that shareholder approval of any amendment to the Plan shall also be
obtained:
(a) if otherwise required by (i) the rules and/or regulations
promulgated under Section 16 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (in order for the Plan to remain qualified under
Rule 16b-3 or any successor provision under such Act), or (ii) the quotation
or listing requirements of NASDAQ or any principal securities exchange or
market on which the Stock is then traded (in order to maintain the Stock's
quotation or listing thereon);
(b) if such amendment materially modifies the eligibility
requirements as provided in Section 4(a) hereof;
(c) if such amendment increases the total number of shares of
Stock, except as provided in Section 7 hereof, which may be purchased
pursuant to the exercise of options granted under the Plan; or
(d) if such amendment reduces the minimum option price per share
at which options may be granted as provided in Section 4(b) hereof.
Any amendment of the Plan shall not, without the consent of the optionee,
alter or impair any rights of obligations under any option previously granted
to the optionee.
12. Termination of Plan. The Board shall have the right to
suspend or terminate the Plan at any time. Termination of the Plan shall not
affect the rights of optionees under options previously granted to them, and
all unexpired options shall continue in force and operation after termination
of the Plan except as they may lapse or be terminated by their own terms and
conditions.
13. Effective Date. The Effective Date of the Plan shall be
February 16, 1995, subject to approval and ratification by the shareholders
of the Company. All options granted prior to shareholder approval and
ratification of the Plan shall be subject to such approval and ratification
and shall not be exercisable until after such approval and ratification.
14. Override. Plan transactions are intended to comply with all
applicable conditions of Rule 16b-3 or any successor provision under the
Exchange Act. To the extent any provision of the Plan or action by the Board
or the Committee, as the case may be, fails to so comply, the provision or
action shall be deemed null and void to the extent permitted by law and
deemed proper and in the best interests of the Company by the Board or the
Committee, as the case may be.
F O L E Y & L A R D N E R EXHIBIT 5
ATTORNEYS AT LAW AND 23.2
FORM S-8
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON D.C.
SACRAMENTO WEST PALM BEACH
November 22, 1996
Bucyrus International, Inc.
P.O. Box 500
1100 Milwaukee Avenue
South Milwaukee, WI 53172
Re: Bucyrus-Erie Company Non-Employee Directors' Stock Option Plan
Gentlemen:
We have acted as counsel for Bucyrus International, Inc., a
Delaware corporation (the "Company"), in conjunction with the preparation
of a Form S-8 Registration Statement (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to
60,000 shares of the Company's common stock, $.01 par value (the "Common
Stock") to be issued pursuant to the Bucyrus-Erie Company Non-Employee
Directors' Stock Option Plan (the "Plan").
We have examined: (a) the Plan; (b) copies of the Registration
Statement bearing fscsimile signatures; (c) the Company's Restated Certificate
of Incorporation and By-laws, as amended to date; (d) minutes of the Company's
Board of Directors relating to the Plan and the issuance of securities
thereunder; and (e) such other documents and records as we have deemed
necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws
of the State of Delaware.
2. The shares of Common Stock, when issued pursuant to the terms
and conditions of the Plan, and as contemplated in the Registration Statement,
will be validly issued, fully paid and nonassessable.
<PAGE>
Bucyrus International, Inc.
November 22, 1996
Page 2
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of said Act.
Very truly yours,
/s/Foley & Lardner
FOLEY & LARDNER
EXHIBIT 23.1
FORM S-8
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 29, 1996
included or incorporated by reference in Bucyrus-Erie Company's Form 10-K for
the year ended December 31, 1995 and to all references to our Firm included in
this registration statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, WI
November 22, 1996
