<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
CATERPILLAR FINANCIAL SERVICES
CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 37-1105865
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
3322 WEST END AVENUE, NASHVILLE, TENNESSEE 37203-0983
(615) 386-5800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
NANCY L. SNOWDEN
3322 WEST END AVENUE
NASHVILLE, TENNESSEE 37203-0983
(615) 386-5800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
LESLIE P. JAY ROBERT E. BUCKHOLZ, JR.
ORRICK, HERRINGTON & SUTCLIFFE SULLIVAN & CROMWELL
400 SANSOME STREET 125 BROAD ST.
SAN FRANCISCO, CALIFORNIA 94111 NEW YORK, NEW YORK 10004
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
----------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
TITLE OF EACH CLASS PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE MAXIMUM OFFERING AGGREGATE AMOUNT OF
REGISTERED REGISTERED PRICE PER UNIT** OFFERING PRICE** REGISTRATION FEE
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<S> <C> <C> <C> <C>
Debt Secu-
rities... $1,000,000,000* 100%*** $1,000,000,000*** $344,830
</TABLE>
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* Or, if any Debt Securities are issued (i) with a principal amount
denominated in a foreign currency, such principal amount as shall result in
an aggregate initial offering price equivalent to $1,000,000,000 at the time
of initial offering, or (ii) at an original issue discount, such greater
principal amount as shall result in proceeds to the registrant of
$1,000,000,000.
** Estimated solely for the purpose of calculating the registration fee.
*** Exclusive of accrued interest, if any.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
CATERPILLAR FINANCIAL SERVICES CORPORATION
DEBT SECURITIES
----------------
The Company from time to time may offer its Debt Securities consisting of
debentures, notes and/or other unsecured evidences of indebtedness in one or
more series at an aggregate initial offering price not to exceed
$1,000,000,000. The terms of the Debt Securities, including, where applicable,
the specific designation, aggregate principal amount, denominations, which may
include securities denominated in U.S. dollars, in any other currency or in
composite currencies such as the European Currency Unit, date or dates on which
principal is payable, interest rate or rates (which may be fixed or variable)
and time of payment of interest, if any, terms for redemption at the option of
the Company, terms for any repayment of principal amount at the option of the
holder (which option may be conditional), terms for any sinking fund payments,
the initial public offering price, the names of any underwriters or agents, the
principal amounts, if any, to be purchased by underwriters and the compensation
of such underwriters or agents and the other terms in connection with the
offering and sale of the Debt Securities in respect of which this Prospectus is
being delivered, are set forth in the accompanying Prospectus Supplement. The
Debt Securities are solely the obligations of the Company and are not
guaranteed by Caterpillar Inc. This Prospectus may not be used to consummate
the sale of Debt Securities unless accompanied by a Prospectus Supplement.
The Company may sell Debt Securities to or through one or more underwriters
for public offering and sale by them or may sell Debt Securities to investors
directly or through agents. See "Plan of Distribution." Such underwriters or
agents may include one or more of Goldman, Sachs & Co., Lehman Brothers Inc.,
and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, or
a group represented by one or more of such firms or by one or more other firms.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
----------------
The date of this Prospectus is June , 1994
<PAGE>
AVAILABLE INFORMATION
Caterpillar Financial Services Corporation (the "Company") and Caterpillar
Inc. ("Caterpillar"), which owns 100% of the outstanding common stock of the
Company, are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
file reports, proxy material (Caterpillar only) and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
material and other information can be inspected and copied at the offices of
the Commission at 450 Fifth Street, N.W., Washington, D.C., as well as 500 West
Madison Street, Suite 1400, Chicago, Illinois, and 7 World Trade Center, New
York, New York, and copies can be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Reports, proxy material and other information concerning
Caterpillar can also be inspected at the offices of the New York, Chicago and
Pacific Stock Exchanges.
The Company is not required to deliver an annual report to its security
holders pursuant to Section 14 of the 1934 Act, nor does it currently intend to
deliver to holders of its debt securities any other report that contains
financial information relating to the Company that has been examined and
reported upon, with an opinion expressed by, an independent accountant. Such
information, however, is contained in the Company's Annual Report on Form 10-K
that the Company will provide without charge (without exhibits), upon request,
to any such security holder.
This Prospectus does not contain all information set forth in the
Registration Statement and Exhibits thereto which the Company has filed with
the Commission and to which reference is hereby made.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31, 1993
and the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1994, filed with the Commission pursuant to the 1934 Act, are hereby
incorporated in this Prospectus by reference.
All other documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference in this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the written or oral
request of such person, a copy of any or all of the documents referred to above
which have been or may be incorporated in this Prospectus by reference, other
than exhibits to such documents. Requests for such copies should be directed to
Goldman, Sachs & Co., 85 Broad Street, New York, New York, 10004, Attn: Donald
T. Hansen; telephone: (212) 902-1000.
THE COMPANY
The Company is a wholly owned finance subsidiary of Caterpillar. The Company
and its wholly owned subsidiaries in North America, Australia, and Europe are
principally engaged in the business of financing sales and leases of
Caterpillar products and non-competitive related equipment through Caterpillar
dealers and are also engaged in extending loans to Caterpillar customers and
dealers.
The Company's business is largely dependent upon the ability of Caterpillar
dealers to generate sales and leasing activity, the willingness of the
customers and the dealers to enter into financing
2
<PAGE>
transactions with the Company, and the availability of funds to the Company to
finance such transactions. See "Relationship with Caterpillar" for information
as to certain operational and financial support provided to the Company by
Caterpillar. Additionally, the Company's business is affected by changes in
market interest rates, which, in turn, are related to general economic
conditions, demand for credit, inflation, governmental policies and other
factors.
The Company currently offers the following types of retail financing plans:
(1) installment sale contracts; (2) non-tax (financing) leases; (3) tax-
oriented leases; (4) customer loans; (5) dealer loans; and (6) governmental
lease-purchase contracts. The Company also provides wholesale financing of
Caterpillar dealer inventory in Germany and Caterpillar dealer rental fleets in
the United States. At March 31, 1994, the percentages of total value of the
Company's portfolio represented by these financing plans were as follows:
installment sale contracts, 26%; non-tax (financing) leases, 20%; tax-oriented
leases, 19%; customer loans, 18%; dealer loans, 9%; wholesale finance, 5%; and
governmental lease-purchase contracts, 3%.
The Company is a Delaware corporation which was incorporated in 1981 and is
the successor to a company formed in 1954. The Company has wholly owned finance
subsidiaries in Canada, Australia, Germany, England, Spain and Sweden, and a
joint venture finance subsidiary in France. Unless the context otherwise
requires, the term "Company" includes its predecessor and subsidiary companies.
The principal executive office of the Company is located at 3322 West End
Avenue, Nashville, Tennessee 37203-0983 and its telephone number is: (615) 386-
5800.
CATERPILLAR
Caterpillar together with its consolidated subsidiary companies operates in
three principal business segments: (a) Machinery--design, manufacture, and
marketing of earthmoving, construction, and materials handling machinery, (b)
Engines--design, manufacture, and marketing of engines, and(c) Financial
Products--providing through the Company financing alternatives for Caterpillar
and non-competitive related equipment sold through Caterpillar dealers,
extending loans to Caterpillar customers and dealers, and providing various
forms of insurance for Caterpillar dealers, suppliers, and end-users.
Caterpillar reported profits (losses) before effects of accounting changes of
$(404) million, $(218) million, and $681 million for 1991, 1992, and 1993,
respectively, on sales and revenues of $10.18 billion, $10.19 billion, and
$11.62 billion, respectively. Caterpillar reported profits of $192 million on
sales and revenues of $3.29 billion for the first three months of 1994 as
compared with profits of $34 million on sales and revenues of $2.70 billion for
the first three months of 1993. The principal executive office of Caterpillar
is located at 100 NE Adams Street, Peoria, Illinois 61629. As used herein, the
term "Caterpillar" means Caterpillar Inc. and its consolidated subsidiary
companies, unless the context otherwise requires.
RELATIONSHIP WITH CATERPILLAR
Caterpillar provides the Company with certain operational and financial
support which is integral to the conduct of the Company's business. The
following description summarizes these arrangements.
EMPLOYEE BENEFITS AND INTERCOMPANY SERVICES
The employees of the Company are covered by various benefit plans, including
pension/post-retirement plans, administered by Caterpillar. In addition, the
Company reimburses Caterpillar for certain corporate services and pays rent for
space occupied on Caterpillar premises. The amount of such charges was $3.7
million, $3.9 million, and $4.2 million for the years ended December 31, 1991,
1992, and 1993, respectively.
3
<PAGE>
SPECIAL MERCHANDISING PROGRAMS
The Company, in conjunction with Caterpillar and its subsidiaries,
periodically offers below-market-rate financing to customers under
merchandising programs. Caterpillar and its subsidiaries, at the outset of the
transaction, remit to the Company an amount equal to the interest differential
which is recognized as income over the term of the contract. During 1993, the
Company received $7.9 million from Caterpillar and its subsidiaries relative to
such programs, compared with $5.7 million in 1992 and $9.6 million in 1991.
PURCHASE OF RECEIVABLES
The Company entered into agreements with a subsidiary of Caterpillar to
purchase, at a discount, some or all of the subsidiary's dealer receivables
generated by sales of products to Caterpillar dealers in Germany, Austria, and
the Czech Republic. These purchases (dealer floor planning) in 1993 and 1992
amounted to $210.2 million and $201.7 million, respectively. At December 31,
1993, wholesale notes receivable balances related to floor planning were $124.1
million compared with $49.3 million at December 31, 1992.
SUPPORT AGREEMENT
Through May 31, 1994, Caterpillar has provided the Company with equity
contributions totaling $275.0 million. The Company and Caterpillar have also
entered into an agreement (the "Support Agreement") which provides, among other
things, that Caterpillar will (i) remain, directly or indirectly, the sole
owner of the Company, (ii) ensure that the Company will maintain a tangible net
worth of at least $20 million, and (iii) permit the Company to use (and the
Company is required to use) the name "Caterpillar" in the conduct of its
business. The Support Agreement provides that it may be modified, amended or
terminated by either party; provided, however, that no such modification or
amendment which adversely affects the holders of any debt outstanding at the
execution thereof and no such termination shall be binding on or in any manner
become effective with respect to (i) any then outstanding commercial paper, or
(ii) any other debt then outstanding unless approved in writing by the holders
of 66 2/3% of the aggregate principal amount of such other debt. See
"Description of Debt Securities--Certain Restrictions" for a description of the
Indenture covenant relating to the Support Agreement.
The obligations of Caterpillar under the Support Agreement are to the Company
only and are not directly enforceable by any creditor of the Company, nor do
they constitute a guarantee by Caterpillar of the payment of any debt or
obligation of the Company.
BORROWING ARRANGEMENTS
The Company currently relies primarily on external sources for its debt
financing needs. See "Discussion of Selected Financial Information--Capital
Resources and Liquidity." To supplement external debt financing sources, the
Company has variable amount lending agreements with Caterpillar (including one
of its subsidiaries). Under these agreements, which may be amended from time to
time, the Company may borrow up to $55.1 million from Caterpillar and its
subsidiaries, and Caterpillar and its subsidiaries may borrow up to $85.1
million from the Company. All of the variable amount lending agreements are
effective for indefinite terms and may be terminated by either party upon 30
days' notice. At March 31, 1994, there were no outstanding borrowings or loans
under these agreements.
The Company has also entered into forward exchange contracts with Caterpillar
to hedge the U.S. dollar borrowings in Australia against currency fluctuations.
These contracts generally have maturities not exceeding 90 days. At March 31,
1994, the Company had forward exchange contracts with Caterpillar totaling
$144.4 million.
4
<PAGE>
TAX SHARING AGREEMENTS
The Company has entered into a Tax Sharing Agreement with Caterpillar in
which the Company consented to the filing of consolidated income tax returns
with Caterpillar, and Caterpillar agreed, among other things, to collect from
or pay to the Company, within 45 days of realization, its allocated share of
any consolidated income tax liability or credit applicable to any period for
which the Company is included in Caterpillar's consolidated federal income tax
return. The Tax Sharing Agreement sets forth the method by which the Company's
allocated share shall be determined and provides that Caterpillar will
indemnify the Company for any related tax liability in excess of that amount.
Similar agreements were executed between Caterpillar Financial Australia
Limited and Caterpillar of Australia Ltd. with respect to taxes payable in
Australia, and between the Company and Caterpillar with respect to taxes
payable in Germany.
USE OF PROCEEDS
The net proceeds from the sale of the Debt Securities offered hereby will be
used by the Company for the financing of future sales and leasing transactions,
for customer and dealer loans and for other corporate purposes. The Company
expects to incur additional indebtedness in connection with its financing
operations. However, the amount, timing and precise nature of such indebtedness
have not yet been determined and will depend upon the volume of the Company's
business, the availability of credit and general market conditions.
5
<PAGE>
SELECTED FINANCIAL INFORMATION OF THE COMPANY
The following selected financial information of the Company for the years
ended December 31, 1991, 1992, and 1993, and the three months ended March 31,
1993 and March 31, 1994, with the exception of the ratios of profit to fixed
charges, was derived from the Company's consolidated financial statements
contained in its Annual Report on Form 10-K for the year ended December 31,
1993 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 1994
and is qualified in its entirety by such documents. See "Documents Incorporated
by Reference." The selected financial information of the Company for the years
ended December 31, 1989 and 1990, with the exception of the ratios of profit to
fixed charges, was derived from the consolidated financial statements of the
Company for such periods which have not been incorporated herein by reference.
Results for the three-month periods ended March 31, 1993 and March 31, 1994 are
unaudited. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary for a fair statement of the results
have been reflected therein. The results for the three-month period ended March
31, 1994 are not necessarily indicative of results to be expected for the
entire year 1994.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN MILLIONS
---------------------------------------------------------------------
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED
-------------------------------------------- -----------------------
MARCH 31, MARCH 31,
1989 1990 1991 1992 1993 1993 1994
-------- -------- -------- -------- -------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Wholesale Finance In-
come.................. $ -- $ -- $ -- $ 4.1 $ 5.8 $ 1.2 $ 2.4
Retail Finance Income.. 156.9 200.0 227.7 235.2 246.4 59.2 66.1
Rental income.......... 48.4 64.1 78.0 88.7 95.7 23.0 29.0
Other income, net...... 7.9 7.2 10.7 14.4 15.7 3.1 4.7
-------- -------- -------- -------- -------- -------- --------
Total Revenues....... 213.2 271.3 316.4 342.4 363.6 86.5 102.2
-------- -------- -------- -------- -------- -------- --------
Expenses:
Interest............... 121.5 153.2 176.3 174.4 173.1 42.3 45.9
Depreciation........... 34.1 44.9 54.4 63.1 69.6 16.4 21.9
General, operating,
and administrative.... 16.9 21.6 29.6 32.9 41.7 9.1 10.7
Provision for credit
losses................ 11.2 13.4 13.2 20.4 20.8 3.3 5.0
Other expense.......... -- -- -- -- -- .2 9.0
-------- -------- -------- -------- -------- -------- --------
Total Expenses....... 183.7 233.1 273.5 290.8 305.2 71.3 92.5
-------- -------- -------- -------- -------- -------- --------
Income before income
taxes, minority
interest, and
cumulative effect of
change in accounting
for income taxes 29.5 38.2 42.9 51.6 58.4 15.2 9.7
Provision for income
taxes.................. 8.3 12.0 14.4 17.6 21.3 5.3 3.5
Minority interest in
earnings (losses) of
subsidiary............. -- -- -- -- (0.7) (0.1) (0.2)
-------- -------- -------- -------- -------- -------- --------
Income before cumulative
effect of change in
accounting for income
taxes 21.2 26.2 28.5 34.0 37.8 10.0 6.4
Cumulative effect of
change in accounting
for income taxes....... -- -- -- 2.6 -- -- --
-------- -------- -------- -------- -------- -------- --------
Net income.............. $ 21.2 $ 26.2 $ 28.5 $ 36.6 $ 37.8 $ 10.0 $ 6.4
======== ======== ======== ======== ======== ======== ========
Ratio of profit to fixed
charges*............... 1.23 1.24 1.23 1.28 1.33 1.35 1.21
Total assets (end of
period)................ $1,709.7 $2,173.2 $2,489.0 $2,843.3 $3,564.7 $2,908.6 $3,737.0
Long-term debt (end of
period)................ 475.3 773.7 876.3 995.9 1,410.4 922.1 1,489.3
Total stockholder's
equity (end of period). 238.4 274.1 312.9 354.0 418.0 364.7 426.2
</TABLE>
- --------
* For the purpose of calculating this ratio, profit consists of income before
cumulative effect of change in accounting for income taxes plus provision
for income taxes and fixed charges. Profit is reduced by the Company's
equity in profit of certain partnerships in which the Company participates.
Fixed charges consist of interest on borrowed funds (including any
amortization of debt discount, premium and issuance expense) and a portion
of rentals representing interest.
6
<PAGE>
DISCUSSION OF SELECTED FINANCIAL INFORMATION
1993 RESULTS
Total revenues for 1993 were $363.6 million, a 6% increase over 1992 revenues
of $342.4 million. The increase in revenues, limited by a low interest rate
environment, was primarily the result of earnings from the larger portfolio
which increased to $3,522.1 million at December 31, 1993 from $2,812.7 million
at December 31, 1992.
New retail financing during 1993 totaled $1,967.4 million, a 28% increase
over the $1,531.8 million financed in 1992 and a 59% increase over the 1991 new
business of $1,240.0 million. New retail financing volume for 1993 exceeded
1992 and 1991 levels due to increased machine financing in the United States
and Europe. New business volume for 1992 exceeded the 1991 level primarily as
the result of financing activity in Germany. The Company had wholesale
financing during 1993 of $228.2 million.
The composition of the Company's portfolio by financing plans did not change
significantly from 1992 to 1993. The Company's wholesale financing increased
due to a higher floor planning receivable balance in Germany and the addition
of receivables from dealers under the inventory rental assistance program in
the United States.
Revenues from operations in the United States were more than 80% of total
revenues in 1993. Net income from operations in the United States was more than
90% of total net income in 1993. For more geographic segment information, see
Note 12 of the Notes to the Consolidated Financial Statements included in the
Company's Annual Report on Form 10-K for the year ended December 31,1993.
The annualized interest rate on finance receivables (computed by dividing
finance income by the average monthly finance receivable balances) was 9.1% for
1993 compared with 10.3% for 1992. Tax benefits associated with governmental
lease-purchase contracts and a portion of tax benefits associated with long-
term tax-oriented leases are not reflected in such annualized interest rates.
The decrease in the annualized interest rate reflected a decrease in interest
rates charged to customers.
Other income, net, of $15.7 million for 1993 included fees, gains on sales of
equipment returned from lease, and other miscellaneous income. The increase of
$1.3 million for 1993 was primarily due to a higher amount of fees collected
and earned.
Interest expense for 1993 was $173.1 million, $1.3 million less than 1992.
Although there were increased borrowings to support the larger portfolio,
interest expense decreased due to lower borrowing rates as the average cost of
borrowed funds was 6.5% in 1993 compared with 7.8% in 1992.
Depreciation expense increased from $63.1 million in 1992 to $69.6 million in
1993 due to the increase in equipment on operating leases which, computed as a
monthly average balance, increased 9%.
General, operating, and administrative expenses increased $8.8 million over
1992 primarily due to staff-related and other expenses required to service the
larger portfolio and expansion into Europe. The Company's full-time employment
increased from 324 at the end of 1992 to 361 at December 31, 1993.
Provision for credit losses during 1993 increased from $20.4 million in 1992
to $20.8 million in 1993. This increase, partially offset by a higher provision
taken in 1992 for the U.S., Australian, and Canadian companies, reflected
increased levels of new business for 1993. Receivables, net of recoveries,
of$18.8 million were written off against the allowances for credit losses
during 1993 compared with$14.3 million during 1992 due to an acceleration of
write-offs from the time of sale to the time of
7
<PAGE>
repossession. Receivables past due over 30 days were 1.9% of total receivables
at December 31, 1993 compared with 2.5% at December 31, 1992. Past due
percentages decreased primarily as a result of an improving U.S. economy and
collection efforts. The allowance for credit losses is monitored to provide for
an amount which, in management's judgment, will be adequate to cover
uncollectible receivables. At December 31, 1993, the allowance for credit
losses was $41.5 million which was 1.3% of finance receivables, net of unearned
income, compared with $36.5 million and 1.4% at December 31, 1992,
respectively.
The effective income tax rate for 1993 was 36% compared with 34% (before the
cumulative effect of a change in accounting for income taxes in 1992) for 1992,
primarily due to the 1993 increase in the Federal income tax rate. For
additional information, see Note 8 of the Notes to the Consolidated Financial
Statements included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1993.
Consolidated net income in 1993 was $37.8 million, compared with $34.0
million in 1992, excluding the cumulative effect of a change in accounting for
income taxes in 1992. The increase in net income generally reflected the
increased revenues from a larger portfolio and lower cost of borrowed funds,
partially offset by increased costs to support the larger portfolio and
European expansion.
THREE MONTHS 1994 RESULTS
Total revenues for the first quarter of 1994 were $102.2 million, an 18%
increase over 1993 first quarter revenues of $86.5 million. The increase in
revenues was primarily the result of earnings from the larger portfolio which
increased to $3,688.0 million at March 31, 1994 from $2,871.6 million at March
31, 1993.
The Company financed new retail business transactions totaling $441.2 million
during the first quarter of 1994 compared with $316.9 million during the first
quarter of 1993. New retail financing in the first quarter of 1994 was higher
than 1993 levels due to increased machine financing in the United States and
Europe. The Company had wholesale financing during the first quarter of 1994 of
$82.3 million, compared with $48.4 million for the first quarter of 1993.
The annualized interest rate on finance receivables (computed by dividing
annualized finance income by the average monthly finance receivable balances)
was 8.7% for the first quarter of 1994 compared with 9.4% for the first quarter
of 1993. Tax benefits associated with governmental lease purchase contracts and
a portion of tax benefits associated with long-term tax-oriented leases are not
reflected in such annualized interest rates. The decrease in the annualized
interest rate reflected a decrease in interest rates charged to customers.
Other income of $4.7 million for the first quarter of 1994 included fees,
gains on sales of equipment returned from lease, and other miscellaneous
income. The increase of $1.6 million during the first quarter of 1994, as
compared with the same period in 1993, was primarily due to a higher amount of
fees collected and earned.
First quarter interest expense of $45.9 million was $3.6 million higher than
1993 first quarter interest expense due to increased borrowings to support the
larger portfolio, mostly offset by lower borrowing rates as the average cost of
borrowed funds was 6.0% for the first quarter of 1994, compared with 7.1% for
the first quarter of 1993.
Depreciation expense for the first quarter of 1994 was $21.9 million, $5.5
million higher than the same period in 1993. This increase resulted from
additional equipment on operating leases which, computed as a monthly average
balance, increased 24.7%.
General, operating, and administrative expenses increased $1.6 million during
the first quarter of 1994 compared with the same period last year. This
increase resulted primarily from staff-related and other expenses required for
expansion into Europe and to service the larger portfolio. The Company's full-
time employment increased from 343 at March 31, 1993 to 369 at March 31, 1994.
8
<PAGE>
Provision for credit losses during the first quarter of 1994 was $5.0
million, compared with$3.3 million during the first quarter last year,
reflecting the increased levels of new business. Receivables, net of
recoveries, of $3.3 million were written off against the allowance for credit
losses during the first quarter of 1994 compared with $1.2 million during the
first quarter of 1993. Receivables past due over 30 days were 2.1% of total
receivables at March 31, 1994, compared with 2.7% at March 31, 1993. Past due
percentages for the first quarter of 1994 decreased primarily as a result of
an improving U.S. economy and collection efforts. The allowance for credit
losses is monitored to provide for an amount which, in management's judgment,
will be adequate to cover uncollectible receivables. At March 31, 1994, the
allowance for credit losses was $43.6 million which was 1.3% of finance
receivables, net of unearned income, compared with $38.8 million and 1.5% at
March 31, 1993, respectively.
Other expense of $9.0 million for the first quarter of 1994 primarily
resulted from unrealized losses due to marking to market the interest rate
caps and swaptions written by the Company which are used as part of its
overall funding strategy.
The effective income tax rate for the first quarter of 1994 was 36% compared
with 35% for the first quarter of 1993. The increase was primarily due to
losses recorded by the Company's European subsidiaries' operations without a
related tax benefit.
Consolidated net income for the first quarter of 1994 was $6.4 million, $3.6
million below 1993 first quarter net income of $10.0 million. The decrease in
net income resulted from the cap and swaption agreements written by the
Company being marked to market with unrealized losses, net of tax, of $5.4
million. Without the marked-to-market adjustment for such caps and swaptions,
the consolidated net income for the first quarter of 1994 would have been
$11.8 million, $1.8 million above 1993 first quarter net income. This increase
generally reflected the increased revenues from a larger portfolio. The
increase was partially offset by an increased provision for credit losses due
to growth in new business volume and by administrative costs to support the
larger portfolio.
CAPITAL RESOURCES AND LIQUIDITY
The Company's operations were primarily funded with a combination of medium-
term notes, commercial paper, bank borrowings, and retained earnings. The
ratio of debt to equity at March 31, 1994 was 7.5 to 1 compared with 7.3 to 1
at December 31, 1993. In April 1994, Caterpillar invested an additional $25.0
million of equity in the Company.
Total debt outstanding as of March 31, 1994 was $3,178.3 million, an
increase of $137.3 million over that at December 31, 1993, and was primarily
comprised of $1,960.6 million of medium-term notes, $776.6 million of
commercial paper, and $392.8 million of notes payable to banks. The increase
in debt and the funds provided by operations were used to finance the increase
in the portfolio.
The Company is intending to consummate an asset-backed securitization of
approximately $243 million of its fixed-rate installment sale contracts. The
proceeds will be used to reduce existing debt. No material loss is anticipated
under this transaction.
At March 31, 1994, the Company had available in the United States,
Australia, Canada, Germany, Spain, Sweden, and the United Kingdom a total of
$1,065.1 million of short-term credit lines which expire at various dates in
1994 and first quarter 1995, and $34.4 million of long-term credit lines which
expire at various dates from March 1996 to May 1996. These credit lines are
with a number of banks and are considered support for the Company's
outstanding commercial paper, commercial paper guarantees, the discounting of
bank and trade bills, and bank borrowings at various interest rates. At March
31, 1994, there were $378.1 million of these lines utilized for bank
borrowings in Australia and Europe.
The Company also has a $445.0 million revolving credit agreement with a
group of banks. This agreement is also considered support for the Company's
outstanding commercial paper and
9
<PAGE>
commercial paper guarantees. The agreement terminates in 1996 and provides for
borrowings at interest rates which vary according to LIBOR or money market
rates. At March 31, 1994, there were no borrowings under this agreement.
In connection with its match funding objectives, the Company entered into a
variety of interest rate contracts including interest rate swap and cap
agreements, options, and forward rate agreements. These agreements are entered
into with major financial institutions to reduce the Company's exposure to
changes in interest rates by matching the maturities of interest-earning assets
with comparable maturities of long-term and short-term funding.
As of March 31, 1994, there were outstanding swap and cap agreements with
notional amounts totaling $2,265.5 million and $636.2 million, respectively.
These agreements have terms generally ranging up to five years, which
effectively changed $1,078.0 million of floating rate debt to fixed rate debt,
$799.1 million of fixed rate debt to floating rate debt, and $1,024.6 million
of floating rate debt to floating rate debt having different conditions. In
connection with swap agreements having a total notional amount of $47.2
million, the Company entered into option agreements (swaptions) which would
allow the counterparty to enter into swap agreements at some future date or
alter the conditions of certain swap agreements. The Company has marked to
market the cap and swaption agreements written by the Company which resulted in
an after-tax charge of $5.4 million for unrealized losses.
The Company will continue to manage the caps and swaptions written by the
Company on an economic basis. This could lead to future marked-to-market gains
or losses. Increases in interest rates since the first quarter resulted in an
additional marked-to-market after-tax charge of $2.2 million as of May 31,
1994. It is the intention of the Company that, going forward, the use of
interest rate contracts will be limited to those that qualify for hedge
accounting treatment, thereby minimizing fluctuations to the earnings of the
Company created by marked-to-market accounting treatment.
The Company's outstanding forward rate agreements totaled $298.2 million at
the end of the first quarter of 1994. These agreements have terms generally
ranging up to six months.
The Company has entered into forward exchange contracts to hedge its U.S.
dollar denominated obligations in Australia against currency fluctuations. At
March 31, 1994, the outstanding forward exchange contracts totaled $144.4
million.
Additional short-term funding is available from Caterpillar. See
"Relationship with Caterpillar--Borrowing Arrangements." No intercompany
borrowings were outstanding at March 31, 1994.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement
and the extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating
to such Debt Securities.
Offered Debt Securities (as defined below) are to be issued under an
Indenture (the "Indenture") dated as of April 15, 1985, as supplemented,
between the Company and Morgan Guaranty Trust Company of New York, as Trustee.
The statements under this caption relating to the Debt Securities and the
Indenture are summaries and do not purport to be complete. Such summaries make
use of terms defined in the Indenture and are qualified in their entirety by
express reference to the Indenture and the cited provisions thereof, a copy of
which is filed as an exhibit to the Registration Statement.
10
<PAGE>
GENERAL
The Debt Securities will be unsecured obligations of the Company. The
Indenture does not limit the aggregate principal amount of Debt Securities
which may be issued thereunder and provides that Debt Securities may be issued
thereunder from time to time in one or more series.
Reference is made to the Prospectus Supplement relating to the particular
Debt Securities offered thereby (the "Offered Debt Securities") for the
following terms of the Offered Debt Securities: (1) the title of the Offered
Debt Securities; (2) any limit on the aggregate principal amount of the Offered
Debt Securities; (3) the date or dates on which the principal of the Offered
Debt Securities will be payable; (4) the rate or rates per annum at which the
Offered Debt Securities will bear interest, if any, or the formula pursuant to
which such rate or rates shall be determined, and the date or dates from which
such interest will accrue; (5) the dates on which such interest, if any, will
be payable and the regular record dates for such interest payment dates; (6)
the place or places where principal of (and premium, if any) and interest on
Offered Debt Securities shall be payable; (7) any mandatory or optional sinking
fund or analogous provisions; (8) if applicable, the price at which, the
periods within which, and the terms and conditions upon which the Offered Debt
Securities may, pursuant to any optional or mandatory redemption provisions, be
redeemed at the option of the Company; (9) if applicable, the terms and
conditions upon which the Offered Debt Securities may be repayable prior to
final maturity at the option of the holder thereof (which option may be
conditional); (10) the portion of the principal amount of the Offered Debt
Securities, if other than the principal amount thereof, payable upon
acceleration of maturity thereof; (11) the currency or currencies, including
composite currencies, in which principal of (and premium, if any) and interest
may be payable (which may be other than those in which the Offered Debt
Securities are stated to be payable); (12) any index pursuant to which the
amount of payments of principal of (and premium, if any) or interest may be
determined; (13) whether all or any part of the Offered Debt Securities will be
issued in the form of a Global Security or Securities and, if so, the
Depositary for, and other terms relating to, such Global Security or
Securities; and(14) any other terms of the Offered Debt Securities. (Section
301)
Unless otherwise indicated in the Prospectus Supplement relating thereto, the
Offered Debt Securities are to be issued as registered securities without
coupons in denominations of $1,000 or any integral multiple of $1,000. (Section
302) No service charge will be made for any transfer or exchange of such
Offered Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Section 305)
The applicable Prospectus Supplement will describe any special United States
federal tax consequences and any other special considerations with respect to
the Offered Debt Securities.
CERTAIN RESTRICTIONS
Support Agreement. The Indenture provides that the Company (1) will observe
and perform in all material respects all covenants or agreements of the Company
contained in the Support Agreement; (2) to the extent possible, will cause
Caterpillar to observe and perform in all material respects all covenants or
agreements of Caterpillar contained in the Support Agreement; and (3) will not
waive compliance under, amend in any material respect, or terminate the Support
Agreement; provided, however, that the Support Agreement may be amended if such
amendments would not have a material adverse effect on the Holders of any
outstanding Debt Securities of any series or if the Holders of at least 66 2/3%
in principal amount of the Outstanding Debt Securities of each series so
affected (excluding from the amount so outstanding and from such Holders, the
Holders of such series who are not so affected) shall waive compliance with the
provisions of this Section insofar as it relates to such amendment. (Section
1004)
Restrictions on Liens and Encumbrances. The Company will not create, assume
or guarantee any Secured Debt (as defined below) without making effective
provision for securing the Debt Securities
11
<PAGE>
(and, if the Company shall so determine, any other indebtedness of or
guaranteed by the Company), equally and ratably with such Secured Debt. The
term "Secured Debt" shall mean indebtedness for money borrowed which is secured
by a mortgage, pledge, lien, security interest or encumbrance on any property
of any character of the Company. This covenant does not apply to debt secured
by(i) certain mortgages, pledges, liens, security interests or encumbrances in
connection with the acquisition, construction or improvement of any fixed asset
or other physical or real property by the Company, (ii) mortgages, pledges,
liens, security interests or encumbrances on property existing at the time of
acquisition thereof, whether or not assumed by the Company, (iii) mortgages,
pledges, liens, security interests or encumbrances on property of a corporation
existing at the time such corporation is merged into or consolidated with the
Company or at the time of a sale, lease or other disposition of the properties
of a corporation or firm as an entirety or substantially as an entirety to the
Company,(iv) mortgages, including mortgages, pledges, liens, security interests
or encumbrances, on property of the Company in favor of the United States of
America, any state thereof, or any other country, or any agency,
instrumentality or political subdivision thereof, to secure certain payments
pursuant to any contract or statute or to secure indebtedness incurred for the
purpose of financing all or any part of the purchase price or the cost of
construction or improvement of the property subject to such mortgages, (v) any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any mortgage, pledge, lien or
encumbrance referred to in the foregoing clauses(i) to (iv), inclusive or (vi)
any mortgage, pledge, lien, security interest, or encumbrance securing
indebtedness owing by the Company to one or more wholly owned Subsidiaries.
Notwithstanding the above, the Company may, without securing the Debt
Securities, create, assume or guarantee Secured Debt which would otherwise be
subject to the foregoing restrictions, provided that, after giving effect
thereto, the aggregate amount of all Secured Debt then outstanding (not
including Secured Debt permitted under the foregoing exceptions) at such time
does not exceed 5% of the Consolidated Net Tangible Assets. (Sections 101 and
1005)
The Indenture provides that no consolidation or merger of the Company and no
sale, conveyance or lease of the property of the Company, substantially as an
entirety, shall be made with or to another corporation if as a result thereof
any properties or assets of the Company would become subject to a lien or
mortgage not permitted by the terms of the Indenture unless effective provision
shall be made to secure the Debt Securities equally and ratably with (or prior
to) all indebtedness thereby secured. (Section 801)
The term "Consolidated Net Tangible Assets" shall mean as of any particular
time the aggregate amount of assets after deducting therefrom (a) all current
liabilities (excluding any such liability that by its terms is extendable or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed) and (b) all
goodwill, excess of cost over assets acquired, patents, copyrights, trademarks,
tradenames, unamortized debt discount and expense and other like intangibles,
all as shown in the most recent consolidated financial statements of the
Company and its Subsidiaries prepared in accordance with generally accepted
accounting principles. The term "Subsidiary" means any corporation of which
more than 50% of the outstanding stock having ordinary voting power to elect
directors is owned directly or indirectly by the Company or by one or more
other corporations more than 50% of such stock of which is similarly owned or
controlled. (Section 101)
THE TRUSTEE
The Indenture contains certain limitations on the right of the Trustee, as a
creditor of the Company, to obtain payment of claims in certain cases, or to
realize on certain property received in respect of any such claim as security
or otherwise. (Section 613) In addition, the Trustee may be deemed to have a
conflicting interest and may be required to resign as Trustee if at the time of
a default under the Indenture it is a creditor of the Company.
12
<PAGE>
Morgan Guaranty Trust Company of New York, the Trustee under the Indenture,
maintains a banking relationship with the Company and Caterpillar.
EVENTS OF DEFAULT AND NOTICE THEREOF
The following events are defined in the Indenture as "Events of Default" with
respect to Debt Securities of any series: (a) failure to pay principal of or
premium, if any, on any Debt Security of that series when due; (b) failure to
pay any interest on any Debt Security of that series when due, continued for 60
days; (c) failure to deposit any sinking fund payment, when due, in respect of
any Debt Security of that series; (d) default in the performance, or breach, of
any term or provision of the covenant described under "Certain Restrictions--
Support Agreement;" (e) failure to perform any other covenant of the Company in
the Indenture (other than a covenant included in the Indenture solely for the
benefit of a series of Debt Securities other than that series), continued for
60 days after written notice given to the Company by the Trustee or the holders
of at least 25% in principal amount of the Debt Securities outstanding and
affected thereby; (f) Caterpillar or one of its wholly owned subsidiaries shall
at any time fail to own all of the issued and outstanding shares of the capital
stock of the Company; (g) default in payment of principal in excess of
$10,000,000 or acceleration of any indebtedness for money borrowed in excess of
$10,000,000 by the Company (including a default with respect to Debt Securities
of any series other than that series), if such indebtedness has not been
discharged or become no longer due and payable or such acceleration has not
been rescinded or annulled, within 10 days after written notice given to the
Company by the Trustee or the holders of at least 10% in principal amount of
the outstanding Debt Securities of such series; (h) certain events in
bankruptcy, insolvency or reorganization of the Company; (i) certain events in
bankruptcy, insolvency or reorganization of Caterpillar or one of its
subsidiaries if such event affects any significant part of the assets of the
Company or any of its subsidiaries; and (j) any other Event of Default provided
with respect to Debt Securities of such series. (Section 501)
If an Event of Default with respect to Debt Securities of any series at the
time outstanding shall occur and be continuing, either the Trustee or the
holders of at least 25% in principal amount of the outstanding Debt Securities
of that series may declare the principal amount (or, if the Debt Securities of
that series are Original Issue Discount Securities (as defined in the
Indenture), such portion of the principal amount as may be specified in the
terms of that series) of all Debt Securities of that series to be due and
payable immediately; provided, however, that under certain circumstances the
holders of a majority in aggregate principal amount of outstanding Debt
Securities of that series may rescind and annul such declaration and its
consequences. (Section 502)
Reference is made to the Prospectus Supplement relating to any series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to the principal amount of such Original Issue
Discount Securities due on acceleration upon the occurrence of an Event of
Default and the continuation thereof.
The Indenture provides that the Trustee, within 90 days after the occurrence
of a default with respect to any series of Debt Securities, shall give to the
holders of Debt Securities of that series notice of all uncured defaults known
to it (the term default to mean the events specified above without grace
periods), provided that, except in the case of default in the payment of
principal of (or premium, if any) or interest, if any, on any Debt Security,
the Trustee shall be protected in withholding such notice if it in good faith
determines that the withholding of such notice is in the interest of the
holders of Debt Securities. (Section 602)
The Company will be required to furnish to the Trustee annually a statement
by certain officers of the Company to the effect that to the best of their
knowledge the Company is not in default in the fulfillment of any of its
obligations under the Indenture or, if there has been a default in the
fulfillment of any such obligation, specifying each such default. (Section
1006)
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<PAGE>
The holders of a majority in principal amount of the outstanding Debt
Securities of any series affected will have the right, subject to certain
limitations, to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, exercising any trust or power
conferred on the Trustee with respect to the Debt Securities of such series,
and to waive certain defaults. (Sections 512 and 513)
Under the Indenture, record dates may be set for Acts of the holders with
respect to Events of Default, declaring an acceleration, or rescission and
annulment thereof, the direction of the time, method and place of conducting
any proceeding for any remedy available to the Trustee, exercising any trust or
power conferred on the Trustee, or waiving any default. (Sections 501, 502, 512
and 513)
The Indenture provides that in determining whether the holders of the
requisite principal amount of the outstanding Debt Securities have given any
request, demand, authorization, direction, notice, consent or waiver thereunder
(i) the principal amount of an Original Issue Discount Security that shall be
deemed to be outstanding shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon acceleration
of the maturity thereof, and (ii) the principal amount of a Debt Security
denominated in a foreign currency or a composite currency shall be the U.S.
dollar equivalent, determined on the basis of the rate of exchange on the
business day immediately preceding the date of original issuance of such Debt
Security by the Company in good faith, of the principal amount of such Debt
Security (or, in the case of an Original Issue Discount Security, the U.S.
dollar equivalent, determined based on the rate of exchange prevailing on the
business day immediately preceding the date of original issuance of such Debt
Security, of the amount determined as provided in (i) above). (Section 101)
The Indenture provides that in case an Event of Default shall occur and be
continuing, the Trustee shall exercise such of its rights and powers under the
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. (Section 601) Subject to such provisions, the Trustee will be
under no obligation to exercise any of its rights or powers under the Indenture
at the request of any of the holders of Debt Securities unless they shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request.(Section 603)
MODIFICATION OF THE INDENTURE
Modifications and amendments of the Indenture may be made by the Company and
the Trustee, with the consent of the holders of not less than 66 2/3% in
aggregate principal amount of each series of the outstanding Debt Securities
issued under the Indenture which are affected by the modification or amendment,
provided that no such modification or amendment may, without a consent of each
holder of such Debt Securities affected thereby: (1) change the stated maturity
date of the principal of (or premium, if any) or any installment of interest,
if any, on any such Debt Security; (2) reduce the principal amount of (or
premium, if any) or the interest, if any, on any such Debt Security or the
principal amount due upon acceleration of an Original Issue Discount Security;
(3) change the place or currency of payment of principal of (or premium, if
any) or interest, if any, on any such Debt Security; (4) impair the right to
institute suit for the enforcement of any such payment on or with respect to
any such Debt Security; (5) reduce the above-stated percentage of holders of
Debt Securities necessary to modify or amend the Indenture; or (6) modify the
foregoing requirements or reduce the percentage of outstanding Debt Securities
necessary to waive compliance with certain provisions of the Indenture or for
waiver of certain defaults. A record date may be set for any Act of the holders
with respect to consenting to any amendment. (Section 902)
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<PAGE>
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through one or more underwriters
or dealers and also may sell Debt Securities to other investors directly or
through agents. Any such underwriter or agent involved in the offer and sale of
the Debt Securities will be named in the Prospectus Supplement. The
underwriters or agents may include one or more of Goldman, Sachs & Co., Lehman
Brothers Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated or a
group of underwriters represented by one or more of such firms or may be one or
more other firms.
Underwriters or agents may offer and sell the Debt Securities at a fixed
price or prices, which may be changed, or from time to time at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. In connection with the sale of the Debt
Securities, underwriters or agents may be deemed to have received compensation
from the Company in the form of underwriting discounts or commissions and may
also receive commissions from purchasers of the Debt Securities for whom they
may act as agent. Underwriters or agents may sell the Debt Securities to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters or commissions from
the purchasers for whom they may act as agent.
The Debt Securities, when first issued, will have no established trading
market. Any underwriters or agents to or through whom Debt Securities are sold
by the Company for public offering and sale may make a market in such Debt
Securities, but such underwriters or agents will not be obligated to do so and
may discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of the trading market for any Debt Securities.
Any underwriters or agents participating in the distribution of the Debt
Securities may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the Debt
Securities may be deemed to be underwriting discounts and commissions, under
the Securities Act of 1933, as amended. Underwriters or agents may be entitled,
under agreements entered into with the Company, to indemnification against or
contribution toward certain civil liabilities, including liabilities under the
Securities Act of 1933, as amended.
Certain of the underwriters or agents and their associates may be customers
of, engage in transactions with and perform services for, the Company in the
ordinary course of business.
VALIDITY OF DEBT SECURITIES
The validity of the Debt Securities will be passed upon by Orrick, Herrington
& Sutcliffe,400 Sansome Street, San Francisco, California 94111, counsel for
the Company, and, unless otherwise indicated in a Prospectus Supplement
relating to Offered Debt Securities, by Sullivan & Cromwell,125 Broad Street,
New York, New York 10004, counsel for the underwriters or agents.
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-K for the year ended December 31, 1993, have been so
incorporated in reliance on the report of Price Waterhouse, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of expenses of the Company in
connection with the issue of the Debt Securities.
<TABLE>
<S> <C>
Registration fee................................................ $344,830
Rating Agency fees.............................................. 85,000
Fees and expenses of Trustee.................................... 50,000
Printing expenses............................................... 20,000
Accountants' fees and expenses.................................. 15,000
Counsel fees and expenses....................................... 90,000
Blue Sky qualification and legal investment survey.............. 23,000
Miscellaneous................................................... 7,170
--------
Total..................................................... $635,000
========
</TABLE>
All except the first of the foregoing amounts are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware Corporation Law authorizes indemnification of
officers and Directors of the Company under certain circumstances.
Insurance carried by Caterpillar provides (within limits and subject to
certain exclusions) for reimbursement of amounts which (a) Caterpillar or the
Company may be required or permitted to pay as indemnities to the Company's
Directors or officers for claims made against them, and (b) individual
Directors, officers and certain employees of the Company may become legally
obligated to pay as the result of acts committed by them while acting in their
corporate or fiduciary capacities.
The Distribution Agreement provides for the indemnification of officers and
Directors of the Company under certain circumstances.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
1 Form of Distribution Agreement.
4.1 Indenture, dated as of April 15, 1985, between the Company
and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.1 to the
Company's Registration Statement on Form S-3, Registration
No. 33-2246).*
4.2 First Supplemental Indenture, dated as of May 22, 1986,
amending the Indenture dated as of April 15, 1985, between
the Company and Morgan Guaranty Trust Company of New York,
as Trustee (incorporated by reference from Exhibit 4.1 to
the Company's Quarterly Report on Form 10-Q for the quar-
ter ended June 20, 1986, Commission File No. 0-13295).
</TABLE>
- --------
* The Indenture has previously been qualified in connection with Registration
Statement No. 2-96479 (22-13716) and is deemed to be qualified with respect
to the Debt Securities registered hereunder.
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
4.3 Second Supplemental Indenture, dated as of March 15, 1987,
amending the Indenture dated as of April 15, 1985, between
the Company and Morgan Guaranty Trust Company of New York,
as Trustee (incorporated by reference from Exhibit 4.3 to
the Company's Current Report on Form 8-K dated April 24,
1987, Commission File No. 0-13295).
4.4 Third Supplemental Indenture, dated as of October 2, 1989,
amending the Indenture dated as of April 15, 1985, between
the Company and Morgan Guaranty Trust Company of New York,
as Trustee (incorporated by reference from Exhibit 4.3 to
the Company's Current Report on Form 8-K, dated October
16, 1989, Commission File No. 0-13295).
4.5 Fourth Supplemental Indenture, dated as of October 1,
1990, amending the Indenture dated as of April 15, 1985,
between the Company and Morgan Guaranty Trust Company of
New York, as Trustee (incorporated by reference from Ex-
hibit 4.3 to the Company's Current Report on Form 8-K,
dated October 29, 1990, Commission File No. 0-13295).
4.6 Support Agreement, dated as of December 21, 1984, between
the Company and Caterpillar (incorporated by reference
from Exhibit 4.2 to the Company's Form 10, as amended,
Commission File No. 0-13295).
4.7 Form of Medium-Term Note (Fixed Rate).
4.8 Form of Medium-Term Note (Floating Rate).
5 Opinion of Orrick, Herrington & Sutcliffe, as to the va-
lidity of the Debt Securities.
12 Statement Setting Forth Computation of Ratio of Profit to
Fixed Charges.
23.1 Consent of Price Waterhouse.
23.2 The consent of Orrick, Herrington & Sutcliffe is contained
in their opinion filed as Exhibit 5 to this Registration
Statement.
24 Powers of Attorney of Directors and Officers of the Compa-
ny.
25 Form T-1 Statement of Eligibility and Qualification of
Morgan Guaranty Trust Company of New York.
</TABLE>
ITEM 17. UNDERTAKINGS.
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 (i) and (ii) shall not apply if 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.
II-2
<PAGE>
(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.
(4) 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
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(5) 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 provisions described
under Item 15 above, 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
against the registrant 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.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMPANY
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF NASHVILLE, STATE OF TENNESSEE, ON THE 22ND DAY
OF JUNE, 1994.
CATERPILLAR FINANCIAL SERVICES CORPORATION
(Registrant)
/s/ Nancy L. Snowden
By________________________________________
(Nancy L. Snowden, Secretary)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT OR AMENDMENT HAS BEEN DULY SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED ON THE 22ND DAY OF JUNE, 1994.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* James S. Beard
- -------------------------------------------
(James S. Beard) President, Director and
Principal Executive Officer
* F. Lynn McPheeters
- -------------------------------------------
(F. Lynn McPheeters) Executive Vice President
and Director
* James W. Wogsland
- -------------------------------------------
(James W. Wogsland) Director
* Kenneth C. Springer
- -------------------------------------------
(Kenneth C. Springer) Controller
and Principal Accounting Officer
* Frank C. Carder
- -------------------------------------------
(Frank C. Carder) Treasurer
and Principal Financial Officer
</TABLE>
/s/ Nancy L. Snowden
*By__________________________________
(Nancy L. Snowden, Attorney-in-
Fact)
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER EXHIBIT NO.
------- ------- ----
<C> <S> <C>
1 Form of Distribution Agreement.
4.1 Indenture, dated as of April 15, 1985, between the Company
and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.1 to the Company's
Registration Statement on Form S-3, Registration No. 33-
2246).
4.2 First Supplemental Indenture, dated as of May 22, 1986,
amending the Indenture dated as of April 15, 1985, between
the Company and Morgan Guaranty Trust Company of New York, as
Trustee (incorporated by reference from Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 20, 1986, Commission File No. 0-13295).
4.3 Second Supplemental Indenture, dated as of March 15, 1987,
amending the Indenture dated as of April 15, 1985, between
the Company and Morgan Guaranty Trust Company of New York, as
Trustee (incorporated by reference from Exhibit 4.3 to the
Company's Current Report on Form 8-K dated April 24, 1987,
Commission File No. 0-13295).
4.4 Third Supplemental Indenture, dated as of October 2, 1989,
amending the Indenture dated as of April 15, 1985, between
the Company and Morgan Guaranty Trust Company of New York, as
Trustee (incorporated by reference from Exhibit 4.3 to the
Company's Current Report on Form 8-K, dated October 16, 1989,
Commission File No. 0-13295).
4.5 Fourth Supplemental Indenture, dated as of October 1, 1990,
amending the Indenture dated as of April 15, 1985, between
the Company and Morgan Guaranty Trust Company of New York, as
Trustee (incorporated by reference from Exhibit 4.3 to the
Company's Current Report on Form 8-K, dated October 29, 1990,
Commission File No. 0-13295).
4.6 Support Agreement, dated as of December 21, 1984, between the
Company and Caterpillar (incorporated by reference from Ex-
hibit 4.2 to the Company's Form 10, as amended, Commission
File No. 0-13295).
4.7 Form of Medium-Term Note (Fixed Rate).
4.8 Form of Medium-Term Note (Floating Rate).
5 Opinion of Orrick, Herrington & Sutcliffe, as to the validity
of the Debt Securities.
12 Statement Setting Forth Computation of Ratio of Profit to
Fixed Charges.
23.1 Consent of Price Waterhouse.
23.2 The consent of Orrick, Herrington & Sutcliffe is contained in
their opinion filed as Exhibit 5 to this Registration State-
ment.
24 Powers of Attorney of Directors and Officers of the Company.
25 Form T-1 Statement of Eligibility and Qualification of Morgan
Guaranty Trust Company of New York.
</TABLE>
<PAGE>
Caterpillar Financial Services Corporation
$1,000,000,000
Debt Securities
Distribution Agreement
, 1994
Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Merrill Lynch Headquarters,
North Tower,
World Financial Center,
New York, New York 10281-1323.
Lehman Brothers Inc.,
3 World Financial Center,
New York, New York 10285.
Dear Sirs:
Caterpillar Financial Services Corporation, a
Delaware corporation (the "Company"), proposes to issue and
sell its debt securities (the "Securities") in an aggregate
principal amount of up to $1,000,000,000 or its equivalent
in foreign currencies or currency units and agrees with
Goldman, Sachs & Co., Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Lehman Brothers,
Lehman Brothers Inc. (including its affiliate Lehman Special
Securities Inc.) (each individually an "Agent", and
collectively the "Agents") as set forth herein. Subject to
the terms and conditions stated herein, the Company hereby
(i) appoints each of the Agents as an agent of the Company
for the purpose of soliciting offers to purchase the
Securities from the Company and (ii) agrees that, except as
otherwise contemplated herein, whenever it determines to
sell Securities directly to any of the Agents as principal
for resale to others, it will enter into a separate agree-
ment, which may be a written agreement, substantially in the
form of Annex I hereto or an oral agreement confirmed in
writing by such Agent (each a "Terms Agreement") relating to
such sale in accordance with Section 2(b) hereof.
The terms and rights of the Securities shall be as
specified in or established pursuant to the indenture, dated
as of April 15, 1985, as supplemented to the date hereof
<PAGE>
(the "Indenture"), between the Company and Morgan Guaranty
Trust Company of New York, as Trustee (the "Trustee"). The
Securities shall have the maturity ranges, annual interest
rates, redemption provisions and other terms set forth in
the Prospectus referred to below as it may be supplemented
from time to time. The Securities will be issued, and the
terms thereof established, from time to time by the Company
in accordance with the Indenture and the Administrative
Procedure attached hereto as Annex II or as otherwise agreed
upon and, if applicable, will be specified in a related
Terms Agreement.
1. The Company represents and warrants to, and
agrees with, you that:
(a) A registration statement on Form S-3 (Regis-
tration No. 33- ) in respect of the Securities has been
filed with the Securities and Exchange Commission (the
"Commission") in the form heretofore delivered or to be
delivered to you, excluding exhibits to such registration
statement, but including all documents incorporated by
reference in the prospectus included therein (except for any
statements in such documents which are deemed under Rule 412
under the Securities Act of 1933, as amended (the "Act"),
not to be incorporated by reference in such Prospectus), and
such registration statement in such form has been declared
effective by the Commission and no stop order suspending the
effectiveness of such registration statement has been issued
and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus
included in such registration statement being hereinafter
called a "Preliminary Prospectus"; the various parts of such
registration statement, including all exhibits thereto but
excluding Form T-1, each as amended at the time such part
became effective, being hereinafter collectively called the
"Registration Statement"; the prospectus (including, if
applicable, any prospectus supplement) relating to the
Securities, in the form in which it has most recently been
filed, or transmitted for filing, with the Commission on or
prior to the date of this Agreement, being hereinafter
called the "Prospectus"; any reference herein to any Pre-
liminary Prospectus or the Prospectus shall be deemed to
refer to and include the documents incorporated by reference
therein pursuant to the applicable form under the Act as of
the date of such Preliminary Prospectus or Prospectus, as
the case may be; any reference to any amendment or supple-
ment to any Preliminary Prospectus or the Prospectus shall
be deemed to refer to and include any documents filed after
the date of such Preliminary Prospectus or Prospectus, as
the case may be, under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and incorporated therein by
reference; and any reference to the Prospectus as amended or
supplemented shall be deemed to refer to the Prospectus as
each time amended or supplemented (including any applicable
2
<PAGE>
supplement to the Prospectus that sets forth the terms of a
particular issue of the Securities (a "Pricing Supplement"))
to relate to Securities sold pursuant to this Agreement, in
the form in which it is filed with, or transmitted for fil-
ing to, the Commission pursuant to Rule 424 under the Act,
including any documents incorporated therein by reference as
of the date of such filing or mailing);
(b) The documents incorporated by reference in
the Prospectus, when they became effective or were filed
with the Commission, as the case may be, conformed in all
material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder, and none of such documents
contained, in the case of a registration statement which
became effective under the Act, an untrue statement of a
material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading, and, in the case of other documents
which were filed under the Act or the Exchange Act with the
Commission, an untrue statement of a material fact or
omitted to state a material fact necessary in order to make
the statements therein, in the light of the circumstances
under which they were made, not misleading, in each case
after excluding any statement in any such document which
does not constitute part of the Registration Statement or
the Prospectus pursuant to Rule 412 under the Act; and any
further documents so filed and incorporated by reference in
the Prospectus, when such documents become effective or are
filed with the Commission, as the case may be, will conform
in all material respects to the requirements of the Act or
the Exchange Act, as applicable, and the rules and regula-
tions of the Commission thereunder and will not contain, in
the case of a registration statement which becomes effective
under the Act, an untrue statement of a material fact or
omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading
and, in the case of other documents which are filed under
the Act or the Exchange Act, an untrue statement of a
material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circum-
stances under which they are made, not misleading; provided,
however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to
the Company by you expressly for use in the Prospectus as
amended or supplemented to relate to a particular issuance
of Securities;
(c) The Registration Statement and the Prospectus
conform, and any amendments or supplements thereto will con-
form, in all material respects to the requirements of the
Act and the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), and the rules and regulations of the
3
<PAGE>
Commission thereunder, and do not and will not, as of the
applicable effective date as to the Registration Statement
and any amendment thereto and as of the applicable filing
date as to the Prospectus and any supplement thereto, con-
tain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided,
however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to
the Company by you expressly for use in the Prospectus as
amended or supplemented to relate to a particular issuance
of Securities;
(d) Neither the Company nor any of its subsid-
iaries has sustained since the date of the latest audited
financial statements included or incorporated by reference
in the Prospectus any material loss or interference with its
consolidated business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any
labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the
Prospectus; and, since the respective dates as of which
information is given in the Registration Statement and the
Prospectus, there has not been any material change in the
capital stock or any material increase in the consolidated
long-term debt of the Company or any of its subsidiaries
(other than debt incurred in the ordinary course pursuant to
the Company's medium-term note program) or any material
adverse change, or any development involving a prospective
material adverse change, in or affecting the general
affairs, management, consolidated financial position,
shareholders' equity or results of operations of the Company
and its subsidiaries, otherwise than as set forth or contem-
plated in the Prospectus;
(e) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware, with corporate power and
authority to own its properties and conduct its business as
described in the Prospectus and has been duly qualified as a
foreign corporation for the transaction of business and is
in good standing under the laws of each other jurisdiction
in which it owns or leases substantial property;
(f) The Company has an authorized capitalization
as set forth in the Prospectus, and all of the issued shares
of capital stock of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable
and all of such shares are owned directly or indirectly by
Caterpillar Inc., a Delaware corporation ("Caterpillar"),
free and clear of all liens, encumbrances, security
interests or claims;
4
<PAGE>
(g) The Securities have been duly authorized,
and, when issued and delivered pursuant to this Agreement
and any Terms Agreement, such Securities will have been duly
executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the
Company entitled to the benefits provided by the Indenture;
the Indenture has been duly authorized and qualified under
the Trust Indenture Act and constitutes a valid and legally
binding instrument, enforceable in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolv-
ency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general
equity principles; and the Indenture conforms and the
Securities will conform to the descriptions thereof in the
Prospectus as amended or supplemented to relate to the
Securities;
(h) The issue and sale of the Securities and the
compliance by the Company with all of the provisions of the
Securities, the Indenture, this Agreement and any Terms
Agreement, and the consummation of the transactions herein
and therein contemplated will not conflict with or result in
a breach of any of the terms or provisions of, or constitute
a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the
Company or Caterpillar is a party or by which the Company or
Caterpillar is bound or to which any of the property or
assets of the Company or Caterpillar is subject, including
the Support Agreement, dated as of December 21, 1984,
between the Company and Caterpillar, nor will such action
result in any violation of the provisions of the Certificate
of Incorporation, as amended, or By-Laws of the Company or
any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the
Company or Caterpillar or any of their properties; and no
consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or
body is required for the solicitation of offers to purchase
Securities and the issue and sale of the Securities or the
consummation by the Company of the other transactions
contemplated by this Agreement, any Terms Agreement or the
Indenture, except such as have been, or will have been prior
to the Closing Date (as defined in Section 3 hereof),
obtained under the Act or the Trust Indenture Act and such
consents, approvals, authorizations, registrations or quali-
fications as may be required under state securities or Blue
Sky laws in connection with the solicitation by you of
offers to purchase the Securities from the Company and with
purchases of the Securities by you as principals, as the
case may be, both in the manner contemplated hereby; and
(i) Except as set forth in the Prospectus, there
is no action, suit or proceeding to which the Company or any
of its subsidiaries is a party pending before or brought by
5
<PAGE>
any court, arbitrator or governmental body, nor is any such
action, suit or proceeding to the knowledge of the Company
threatened, in respect of which, in the judgment of the
Company, there is any reasonable likelihood that it will
result in a material adverse change in the condition (finan-
cial or other) or business, or materially affect the
properties or assets, of the Company and its subsidiaries as
a whole.
2. (a) On the basis of the representations and
warranties, and subject to the terms and conditions, herein
set forth, each of the Agents hereby severally agrees, as an
agent of the Company, to use its best efforts to solicit
offers to purchase the Securities from the Company upon the
terms and conditions set forth in the Prospectus as amended
or supplemented.
The Company reserves the right, in its sole
discretion, to instruct any or all of the Agents to suspend
at any time, for any period of time or permanently, the
solicitation of offers to purchase the Securities. Upon
receipt of instructions from the Company, the Agent or
Agents receiving such instructions will forthwith suspend
solicitation of offers to purchase Securities from the
Company until such time as the Company has advised such
Agent or Agents that such solicitation may be resumed.
The Company agrees to pay the presenting Agent (or
jointly to two or more Agents if such presentation is
jointly made) a commission, at the time of settlement of
each sale of a Security by the Company as a result of a
solicitation made by such Agent, in an amount equal to the
following percentage of the principal amount of such
Security sold:
Fee as a Percentage
Range of Maturities of Principal Amount
From 9 months to less than 1 year
From 1 year to less than 18 months
From 18 months to less than 2 years
From 2 years to less than 3 years
From 3 years to less than 4 years
From 4 years to less than 5 years
From 5 years to less than 6 years
From 6 years to less than 7 years
From 7 years to less than 10 years
From 10 years to less than 15 years
From 15 years to less than 20 years
From 20 years to less than 30 years
Where the term of the Security is more than 30 years, the
commission shall be as agreed upon between the Company and
the Agent at the time of sale.
6
<PAGE>
Each Agent shall communicate to the Company,
orally or in writing, each offer to purchase Securities
other than those rejected by such Agent. The Company shall
have the sole right to accept offers to purchase Securities
and may reject any proposed purchase of Securities as a
whole or in part. Each of the Agents shall have the right,
in its discretion reasonably exercised, to reject any offer
received by it to purchase Securities, as a whole or in
part, and any such rejection by an Agent shall not be deemed
a breach of its agreements contained herein.
(b) Each sale of Securities to any Agent as
principal shall be made in accordance with the terms of this
Agreement and (unless the Company and such Agent shall
otherwise agree) a Terms Agreement which will provide for
the sale of such Securities to, and the purchase thereof by,
such Agent. Each Terms Agreement will take the form of
either (i) a written agreement between you and the Company
which shall be substantially in the form of Annex I hereto
or (ii) an oral agreement between you and the Company
confirmed in writing by you to the Company. Any Agent's
commitment to purchase Securities pursuant to any Terms
Agreement or otherwise shall be deemed to have been made on
the basis of the representations and warranties of the
Company herein contained and shall be subject to the terms
and conditions herein set forth; provided that for purposes
of any Terms Agreement all references in this Agreement to
"you" or "the Agents" shall be deemed to refer only to the
Agent or Agents party to such Terms Agreement. Each Terms
Agreement shall include a specification of the principal
amount of Securities to be purchased by an Agent pursuant
thereto, the price to be paid to the Company for such
Securities, any provisions relating to rights of, and
default by, underwriters acting together with such Agent in
the reoffering of the Securities, and the time (each a "Time
of Delivery") and place of delivery of and payment for such
Securities. Such Terms Agreement shall also specify any
requirements for officers' certificates, opinions of counsel
and accountants' letters pursuant to Section 4 hereof and
any additional agreements pursuant to Section 5 hereof.
In connection with any purchase of Securities by an Agent as
principal, such Agent may utilize dealer groups and reallow
commissions and discounts.
For each sale of Securities to an Agent as
principal that is not made pursuant to a Terms Agreement,
the procedural details relating to the issue and delivery of
such Securities and payment thereof shall be as set forth in
the Administrative Procedure. For each such sale of
Securities to an Agent as principal that is not made
pursuant to a Terms Agreement, the Company agrees to pay
such agent a commission (or grant an equivalent discount) as
provided in Section 2(a) hereof and in accordance with the
schedule set forth therein.
7
<PAGE>
(c) Procedural details relating to the issue and
delivery of Securities, the solicitation of offers to
purchase, and purchases by any Agent as principal of,
Securities, and the payment in each case therefor, are set
forth in the Administrative Procedure attached hereto as
Annex II (the "Procedure"). The provisions of the Procedure
shall apply to all transactions contemplated hereunder other
than those made pursuant to a Terms Agreement. Each of the
Agents and the Company agrees to perform the respective
duties and obligations specifically provided to be performed
by each of them in the Procedure as it may be amended from
time to time by written agreement between you and the
Company.
(d) Each Agent agrees, with respect to any
Security denominated in a currency other than U.S. dollars,
as agent, directly or indirectly, not to solicit offers to
purchase, and as principal under any Terms Agreement or
otherwise, directly or indirectly, not to offer, sell or
deliver, such Security in, or to residents of, the country
issuing such currency (or if such Security is denominated in
a composite currency, in any country issuing a currency
comprising a portion of such composite currency), except as
permitted by applicable law.
3. The documents required to be delivered pur-
suant to Section 6 hereof shall be delivered at the offices
of Sullivan & Cromwell, 125 Broad Street, New York, New York
at 11:00 a.m., New York City time, on the date of this
Agreement, which date and time of such delivery may be post-
poned by agreement between the Agents and the Company but in
no event shall be later than the day prior to the date on
which Securities are first sold hereunder, such time and
date being herein called the "Closing Date."
4. The Company covenants and agrees with you:
(a) To make no amendment or supplement to the
Registration Statement or the Prospectus prior to the
Closing Date or after the date of any Terms Agreement and
prior to the related Time of Delivery which shall be dis-
approved by you promptly after reasonable notice thereof
unless in the opinion of counsel to the Company such amend-
ment or supplement is required by law; to make no such
amendment or supplement, other than any Pricing Supplement,
at any other time prior to having afforded you a reasonable
opportunity to review it; to file promptly all reports and
any definitive proxy or information statements required to
be filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of the Prospectus and for so long as
the delivery of a prospectus is required in connection with
8
<PAGE>
the offering or sale of the Securities, and during such same
period to advise you, promptly after it receives notice
thereof of the time when any amendment to the Registration
Statement has been filed or become effective or any supple-
ment to the Prospectus or any amended Prospectus (other than
any Pricing Supplement relating to Securities not purchased
through or by such Agent) has been filed with, or trans-
mitted for filing to, the Commission, of the issuance by the
Commission of any stop order or of any order preventing or
suspending the use of any prospectus relating to the
Securities, of the suspension of the qualification of the
Securities for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amend-
ment or supplement of the Registration Statement or Prospec-
tus or for additional information; and, in the event of the
issuance of any such stop order or of any such order pre-
venting or suspending the use of any such prospectus or
suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;
(b) Promptly from time to time to take such
action as you reasonably may request to qualify the Securi-
ties for offering and sale under the securities laws of such
jurisdictions as you may request and to comply with such
laws so as to permit the continuance of sales and dealings
therein for as long as may be necessary to complete the
distribution or sale of the Securities; provided, however,
that in connection therewith the Company shall not be
required to qualify as a foreign corporation or to file a
general consent to service of process in any jurisdiction;
(c) To furnish you with copies of the Regis-
tration Statement and each amendment thereto, and with
copies of the Prospectus and each amendment or supplement
thereto, other than any Pricing Supplement (except as
provided in the Procedure), in the form in which it is filed
with, or transmitted for filing to, the Commission pursuant
to Rule 424 under the Act, both in such quantities as you
may reasonably request from time to time; and, if the
delivery of a prospectus is required at any time in connec-
tion with the offering or sale of the Securities (including
Securities purchased from the Company by any Agent as prin-
cipal) and if at such time any event shall have occurred as
a result of which the Prospectus as then amended or supple-
mented would include an untrue statement of a material fact
or omit to state any material fact necessary in order to
make the statements therein, in the light of the circum-
stances under which they were made when such Prospectus is
delivered, not misleading, or, if for any other reason it
shall be necessary during such same period to amend or sup-
plement the Prospectus or to file under the Exchange Act any
document incorporated by reference in the Prospectus in
order to comply with the Act, the Exchange Act or the Trust
9
<PAGE>
Indenture Act, to notify you and request you to suspend
solicitation of offers to purchase Securities from the Com-
pany, in your capacity as agents of the Company and, if so
notified, you shall forthwith cease such solicitations; and
if the Company shall decide to amend or supplement the
Registration Statement or the Prospectus as then amended or
supplemented, other than by any Pricing Supplement (except
as provided in the Procedure), to so advise you promptly by
telephone (with confirmation in writing) and to prepare and
cause to be filed promptly with the Commission an amendment
or supplement to the Registration Statement or the Prospec-
tus as then amended or supplemented that will correct such
statement or omission or effect such compliance; provided,
however, that if during such same period any Agent continues
to own Securities purchased from the Company by such Agent
as principal, the Company shall promptly prepare and file
with the Commission such an amendment or supplement;
(d) To make generally available to its security
holders as soon as practicable, but in any event not later
than 90 days after the close of the period covered thereby,
an earning statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of
the Act and the rules and regulations of the Commission
thereunder (including, at the option of the Company, Rule
158) and covering each twelve-month period beginning not
later than the first day of the Company's fiscal quarter
next following the effective date of the Registration
Statement or a post-effective amendment thereto (within the
meaning of Rule 158);
(e) During the period when this Agreement is in
effect, to deliver to you (i) as soon as they are available,
copies of any reports and financial statements furnished to
or filed with the Commission or any national securities
exchange on which any class of securities of the Company is
listed; and (ii) such additional information concerning the
business and financial condition of the Company as you may
from time to time reasonably request (such financial state-
ments to be on a consolidated basis to the extent the
accounts of the Company and its subsidiaries are consoli-
dated in reports furnished to the Commission);
(f) That, from the date of any Terms Agreement or
other agreement by such Agent to purchase Securities as
principal and continuing to and including the earlier of
(i) the termination of the trading restrictions for the
Securities purchased thereunder, as notified to the Company
by the Agent or Agents party to such Terms Agreement, and
(ii) the related Time of Delivery, the Company will not,
without the prior written consent of such Agent or Agents,
offer, sell, contract to sell or otherwise dispose of any
debt securities of the Company which mature more than nine
months after such Time of Delivery and which are substan-
tially similar to the Securities;
10
<PAGE>
(g) That each acceptance by the Company of an
offer to purchase Securities hereunder (including any
purchase by such Agent as principal not pursuant to a Terms
Agreement), and each sale of Securities to an Agent pursuant
to a Terms Agreement, shall be deemed to be an affirmation
to the Agent or Agents which are parties to such Terms
Agreement that the representations and warranties of the
Company contained in or made pursuant to this Agreement are
true and correct as of the date of such acceptance or of
such Terms Agreement as though made at and as of such time,
and an undertaking that such representations and warranties
will be true and correct as of the settlement date for the
Securities relating to such acceptance and as of the Time of
Delivery relating to such sale, as though made at and as of
each such date (except that such representations and warran-
ties shall be deemed to relate to the Registration Statement
and the Prospectus as amended and supplemented relating to
such Securities);
(h) That each time the Registration Statement or
the Prospectus shall be amended or supplemented (other than
by an amendment or supplement relating solely to a change in
the terms of the Securities and other than by any Pricing
Supplement), each time a document filed under the Act or the
Exchange Act is incorporated by reference into the
Prospectus, and each time, if so indicated in the applicable
Terms Agreement, the Company sells Securities to an Agent as
principal, the Company shall furnish or cause to be fur-
nished forthwith to you a certificate of officers of the
Company satisfactory to you, dated the date of such supple-
ment, amendment, incorporation or Time of Delivery related
to such sale, in form satisfactory to you in your reasonable
judgment, to the effect that the statements contained in the
certificate referred to in Section 6(f) hereof which were
last furnished to you are true and correct at such date, as
though made at and as of such date (except that such
statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to
such time) or, in lieu of such certificate, certificates of
the same tenor as the certificates referred to in said
Section 6(f) but modified to relate to the Registration
Statement and the Prospectus as amended and supplemented to
such date;
(i) That each time the Registration Statement or
the Prospectus shall be amended or supplemented (other than
by an amendment or supplement relating solely to a change in
the terms of the Securities and other than by any Pricing
Supplement), each time a document filed under the Act or the
Exchange Act is incorporated by reference into the Prospec-
tus, and each time, if so indicated in the applicable Terms
Agreement, the Company sells Securities to an Agent as
11
<PAGE>
principal, the Company shall furnish or cause to be fur-
nished forthwith to you a written opinion of counsel for the
Company, or other counsel satisfactory to you in your
reasonable judgment, dated the date of such amendment,
supplement, incorporation or Time of Delivery relating to
such sale, in form satisfactory to you in your reasonable
judgment, to the effect that you may rely on the opinion
referred to in Section 6(c) hereof which was last furnished
to you to the same extent as though it were dated the date
of such letter authorizing reliance (except that statements
in such last opinion shall be deemed to relate to the
Registration Statement and the Prospectus as amended and
supplemented to such date) or, in lieu of such opinion, an
opinion of the same tenor as the opinion referred to in
Section 6(c) hereof but modified to relate to the
Registration Statement and the Prospectus as amended and
supplemented to such date;
(j) That each time the Registration Statement or
the Prospectus shall be amended or supplemented and each
time that a document filed under the Act or the Exchange Act
is incorporated by reference into the Prospectus, in either
case to set forth financial information included in or
derived from the Company's consolidated financial
statements, or, if so indicated in the applicable Terms
Agreement, each time the Company sells Securities to an
Agent as principal, the Company shall cause its independent
public accountants forthwith to furnish you a letter, dated
the date of such amendment, supplement, incorporation or
Time of Delivery relating to such sale, in form satisfactory
to you in your reasonable judgment, of the same tenor as the
letter referred to in Section 6(d) hereof but modified to
relate to the Registration Statement and the Prospectus as
amended or supplemented to the date of such letter, with
such changes as may be necessary to reflect changes in the
financial statements and other information derived from the
accounting records of the Company, to the extent such finan-
cial statements and other information are available as of a
date not more than five business days prior to the date of
such letter; provided, however, that where such amendment,
supplement or document incorporated by reference only sets
forth unaudited quarterly financial information, the scope
of such letter may be limited to relate to such unaudited
financial information unless any other accounting or finan-
cial information included or incorporated by reference
therein is of such a character that, in your reasonable
judgment, such letter should address such other information;
(k) That, in the event the Company determines to
solicit offers to purchase and sell the Securities to or
through agents other than the Agents, the Company shall
provide the Agents prompt notice of such determination; and
12
<PAGE>
(l) To offer to any person who has agreed to
purchase Securities as the result of an offer to purchase
solicited by such Agent the right to refuse to purchase and
pay for such Securities if, on the related settlement date
fixed pursuant to the Procedure, any condition set forth in
Section 6(a), 6(e) or 6(g) hereof shall not have been satis-
fied (it being understood that the judgment of such person
with respect to the impracticability or inadvisability of
such purchase of Securities shall be substituted, for
purposes of this Section 4(l), for the respective judgments
of an Agent with respect to certain matters referred to in
such Sections 6(a), 6(e) and 6(g), and that such Agent shall
have no duty or obligation whatsoever to exercise the
judgment permitted under such Sections 6(a), 6(e) and 6(g)
on behalf of any such person).
5. Unless otherwise provided in any applicable
Terms Agreement, the Company covenants and agrees with you
that the Company will pay or cause to be paid the following:
(i) the fees and expenses of the Company's counsel and
accountants in connection with the registration of the
Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the
Prospectus and amendments and supplements thereto and the
mailing and delivering of copies thereof to you; (ii) the
fees and expenses of your counsel in connection with the
transactions contemplated hereunder; (iii) the cost of
printing or reproducing this Agreement, any Terms Agreement,
any Indenture, any Blue Sky and Legal Investment Memoranda
and any other documents in connection with the offering,
purchase, sale and delivery of the Securities; (iv) all
expenses in connection with the qualification of the Securi-
ties for offering and sale under state securities laws as
provided in Section 4(b) hereof, including fees and
disbursements of your counsel in connection with such quali-
fication and in connection with the Blue Sky and legal
investment surveys; (v) any fees charged by security rating
services for rating the Securities; (vi) the cost of prepar-
ing the Securities; (vii) the fees and expenses of any
Trustee and any agent of any Trustee and the fees and dis-
bursements of counsel for any Trustee in connection with any
Indenture and the Securities; (viii) the fees and expenses
of any Depositary (as defined in the Indenture) and any
nominees thereof in connection with the Securities; (ix) any
advertising expenses connected with the solicitation of
offers to purchase and the sale of Securities so long as
such advertising expenses have been approved by the Company;
and (x) all other costs and expenses incident to the
performance of its obligations hereunder which are not
otherwise specifically provided for in this Section. Each
Agent shall pay all other fees and expenses incurred by such
Agent.
13
<PAGE>
6. The obligations of each Agent, as agent of the
Company, to solicit offers to purchase the Securities and
the obligation of each Agent to purchase Securities as
principal pursuant to any Terms Agreement or otherwise,
shall in each case be subject, in such Agent's reasonable
discretion, to the condition that all representations and
warranties and other statements of the Company herein are
true and correct at and as of the Closing Date, the date of
each such solicitation, any settlement date related to the
acceptance of such an offer, and each Time of Delivery, the
condition that the Company shall have performed all of its
obligations hereunder theretofore in each case to be
performed and the following additional conditions:
(a) No stop order suspending the effectiveness of
the Registration Statement shall have been issued and no
proceeding for that purpose shall have been initiated or
threatened by the Commission; and all requests for
additional information on the part of the Commission shall
have been complied with to your reasonable satisfaction;
(b) Your counsel shall have furnished to you such
opinion or opinions, dated the Closing Date, with respect to
the incorporation of the Company, the validity of the
Indenture, the Securities, the Registration Statement, the
Prospectus as amended or supplemented and other related
matters as you may reasonably request, and such counsel
shall have received such papers and information as you may
reasonably request to enable them to pass upon such matters;
(c) Counsel for the Company satisfactory to you
shall have furnished to you their written opinion, dated the
Closing Date or any applicable date referred to in Section
4(i), as the case may be, in form and substance satisfactory
to you, to the effect that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good
standing under the laws of the State of
Delaware with corporate power and authority to
own its properties and conduct its business as
described in the Prospectus;
(ii) The Company's authorized capital stock is as
set forth in the Prospectus and all of the
issued shares of capital stock of the Company
have been duly and validly authorized and
issued and are fully paid and non-assessable;
(iii) Such counsel does not know of any litigation
or any governmental proceeding instituted or
threatened against the Company or any of its
consolidated subsidiaries which in such
counsel's opinion would be likely to result
14
<PAGE>
in a judgment or decree having a material
adverse effect on the business or financial
position of the Company and its subsidiaries
as a whole or be required to be disclosed in
the Registration Statement which is not
disclosed and accurately summarized in the
Prospectus;
(iv) This Agreement (and any applicable Terms
Agreement) has been duly authorized, executed
and delivered by the Company;
(v) The Securities have been duly authorized and,
when the terms of any Securities have been
established in accordance with the Indenture
and so as not to violate any applicable law or
agreement or instrument then binding on the
Company and such Securities have been duly
executed, authenticated, issued and delivered
by the Company, such Securities will
constitute valid and legally binding
obligations of the Company entitled to the
benefits provided by the Indenture; and the
Indenture conforms and the Securities will
conform in all material respects to the
descriptions thereof in the Prospectus;
(vi) The Indenture has been duly authorized,
executed and delivered by the parties thereto
and constitutes a valid and legally binding
obligation of the Company, enforceable in
accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency,
reorganization, arrangement, fraudulent
conveyance, moratorium or other laws relating
to or affecting creditors' rights generally,
and to general principles of equity, including
without limitation concepts of materiality,
reasonableness, good faith and fair dealing,
and the possible unavailability of specific
performance or injunctive relief, regardless
of whether considered in a proceeding in
equity or at law; and the Indenture has been
duly qualified under the Trust Indenture Act;
(vii) The issue and sale of the Securities and the
compliance by the Company with all of the
provisions of the Securities, the Indenture,
this Agreement and any Terms Agreement, and
the consummation of the transactions herein
and therein contemplated, will not conflict
with or result in a breach of any of the terms
or provisions of, or constitute a
15
<PAGE>
default under, any agreement or instrument
known to such counsel to which the Company or
Caterpillar is a party or by which the Company
or Caterpillar is bound, and which conflicts,
breaches and defaults, if any, would
individually or in the aggregate have a
material adverse effect on the business or
financial position of the Company and its
subsidiaries as a whole; nor will such action
result in any violation of the provisions of
the Certificate of Incorporation or the By-
Laws of the Company or any statute of the
United States of America or the State of
Delaware or any rule or regulation thereunder
(provided that no opinion need be expressed in
this paragraph as to compliance with the Act,
the Trust Indenture Act, the Exchange Act, the
Commodity Exchange Act (and the rules and
regulations of the Commodity Futures Trading
Commission thereunder) or the Delaware
Securities Act, or with the Bankruptcy Code of
1978, as amended, with respect to any
proceeding in which the Company is the debtor)
or, to such counsel's knowledge, any order of
any court or governmental agency or body of
the United States of America or the State of
Delaware; and no consent, approval,
authorization, order, registration or
qualification of or with any such court or
governmental agency or body is required for
the issue and sale of the Securities by the
Company or the consummation by the Company of
the other transactions contemplated by this
Agreement or any Terms Agreement or the
Indenture, except such as have been obtained
under the Act and the Trust Indenture Act and
such consents, approvals, authorizations,
registrations or qualifications as may be
required under Delaware securities or Blue Sky
laws in connection with the issue and sale of
the Securities;
(viii) The documents incorporated by reference in the
Prospectus (other than the financial
statements and related schedules and other
financial and statistical data therein, as to
which such counsel need express no opinion or
belief), when they were filed with the
Commission, complied as to form in all
material respects with the requirements of the
Act or the Exchange Act and the rules and
regulations of the Commission thereunder; and
16
<PAGE>
(ix) The Registration Statement, as of the date on
which any part thereof became effective, and
the Prospectus, as of the date of such opinion
(other than the financial statements and
related schedules and other financial and
statistical data therein, as to which such
counsel need express no opinion or belief)
complied or complies as to form in all
material respects with the requirements of the
Act and the Trust Indenture Act and the rules
and regulations thereunder.
In addition, such counsel shall state that while
they make no representation that they have independently
verified the accuracy or completeness of the information
contained in the documents incorporated by reference in the
Prospectus, they have no reason to believe that any of such
documents (other than the financial statements and related
schedules and other financial and statistical data therein,
as to which they need express no opinion or belief), when
they were so filed, contained an untrue statement of a
material fact or omitted to state a material fact necessary
in order to make the statements therein, in the light of the
circumstances under which they were made when such documents
were so filed, not misleading, in each case after excluding
any statement in any such documents which does not
constitute part of the Registration Statement or Prospectus
pursuant to Rule 412 of Regulation C under the 1933 Act.
Further, such counsel shall state that while they make no
representation that they have independently verified the
accuracy or completeness of the information contained in the
Registration Statement and the Prospectus (other than the
statements made in the Prospectus under the captions
"Description of Notes", "Supplemental Plan of Distribution"
and "Description of Debt Securities", in each case insofar
as they relate to the provisions of documents therein
described), they have no reason to believe that any part of
the Registration Statement, insofar as relevant to the
offering of the Securities, as of the date on which such
part became effective, or the Prospectus, as of the date of
such opinion (other than the financial statements and
related schedules and other financial and statistical data
therein, as to which they need express no opinion or be-
lief), contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading, in each case after
excluding any statement in any such document which does not
constitute part of the Registration Statement or the Pros-
pectus pursuant to Rule 412 of Regulation C under the 1933
Act; and they do not know of any contracts or other docu-
ments of a character required to be filed as an exhibit to
the Registration Statement or required to be incorporated by
reference into the Prospectus or required to be described in
17
<PAGE>
the Registration Statement or the Prospectus which are not
filed or incorporated by reference or described as required;
(d) At 11:00 a.m., New York City time, on the
Closing Date or on any applicable date referred to in Sec-
tion 4(j), as the case may be, the independent accountants
who have certified the financial statements of the Company
and its subsidiaries included or incorporated by reference
in the Registration Statement shall have furnished to you a
letter, dated the Closing Date or such applicable date, in
form and substance satisfactory to you, to the effect set
forth in Annex III hereto;
(e) (i) Neither the Company nor any of its
subsidiaries shall have sustained after the date of the
latest audited financial statements included or incorporated
by reference in the Prospectus and (A) prior to the Closing
Date, any material loss or interference with its business
from fire, explosion, flood or other calamity, whether or
not covered by insurance, or from any labor dispute or court
or governmental action, order or decree, otherwise than as
set forth or contemplated in the Prospectus as amended or
supplemented through the date of this Agreement and (B)
prior to each Time of Delivery, any such material loss or
interference, otherwise than as set forth or contemplated in
the Prospectus as amended and supplemented through the date
of each corresponding Terms Agreement, and (ii) since the
respective dates as of which information is given in the
Prospectus as amended or supplemented and (A) prior to the
Closing Date, there shall not have been any material change
in the capital stock or any material increase in the
consolidated long-term debt of the Company or any of its
subsidiaries or any material adverse change, or any
development involving a prospective material adverse change,
in or affecting the general affairs, management,
consolidated financial position, shareholders' equity or
results of operations of the Company and its subsidiaries,
otherwise than as set forth or contemplated in the
Prospectus as amended or supplemented through the date of
this Agreement and (B) prior to each Time of Delivery, there
shall not have been any such material change or development,
otherwise than as set forth or contemplated in the Prospec-
tus as amended and supplemented through the date of each
corresponding Terms Agreement, the effect of which, in any
such case described in clause (i) or (ii), is in your
judgment so material and adverse as to make it impracticable
or inadvisable to proceed with your solicitation of offers
to purchase Securities from the Company or your purchase of
Securities from the Company as principal, as the case may
be;
(f) The Company shall have furnished or caused to
be furnished to you a certificate of officers of the Company
satisfactory to you, dated the Closing Date or any
18
<PAGE>
applicable date referred to in Section 4(h), as the case may
be, as to the accuracy of the representations and warranties
of the Company herein at and as of the Closing Date or such
applicable date, as to the performance by the Company of all
of its obligations hereunder to be performed at or prior to
the Closing Date or such applicable date, as to the matters
set forth in subsections (a) and (e) of this Section 6, and
as to such other matters as you may reasonably request; and
(g) During the period in which you are soliciting
offers to purchase Securities, including the period between
the date of any Terms Agreement and the related Time of
Delivery, there shall not have occurred any of the follow-
ing: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a
general moratorium on commercial banking activities in New
York declared by either Federal or New York State
authorities; (iii) the outbreak or material escalation of
hostilities involving the United States or the declaration
by the United States of a national emergency or war, if the
effect of any such event specified in this clause (iii) in
your judgment (after consultation with the Company) makes it
impracticable or inadvisable to proceed with your solicita-
tion of offers to purchase Securities or your purchase of
Securities from the Company as principal, pursuant to the
applicable Terms Agreement or otherwise, as the case may be;
or (iv) any downgrading in the rating accorded the Company's
debt securities by Moody's Investors Service, Inc. or
Standard & Poor's Corporation or a public announcement by
either such organization that it has under surveillance or
review, with possible negative implications, its rating of
any of the Company's debt securities.
7. (a) The Company will indemnify and hold you
harmless against any losses, claims, damages or liabilities,
joint or several, to which you may become subject, under the
Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue state-
ment of a material fact contained in any Preliminary
Prospectus, the Registration Statement, the Prospectus as
amended or supplemented, and any other prospectus relating
to the Securities or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omis-
sion to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and will reimburse each Agent for any legal or
other expenses reasonably incurred by it in connection with
investigating or defending any such action or claim;
provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged
omission made in any Preliminary Prospectus, the Registra-
19
<PAGE>
tion Statement, the Prospectus as amended or supplemented
and any other prospectus relating to the Securities or any
such amendment or supplement in reliance upon and in con-
formity with written information furnished to the Company by
you expressly for use in the Prospectus as amended or
supplemented relating to such Securities; and provided,
further, that the Company shall not be liable to any Agent
under the indemnity agreement in this subsection (a) with
respect to any Preliminary Prospectus to the extent that any
such loss, claim, damage or liability results from the fact
that such Agent sold Securities to a person to whom there
was not sent or given, at or prior to the written confirma-
tion of such sale, a copy of the Prospectus (excluding
documents incorporated by reference) or of the Prospectus as
then amended or supplemented (excluding documents incorpo-
rated by reference) if the Company has previously furnished
copies thereof to such Agent.
(b) Each Agent will indemnify and hold harmless
the Company against any losses, claims, damages or lia-
bilities to which the Company may become subject, under the
Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue state-
ment of a material fact contained in any Preliminary
Prospectus, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to
the Securities, or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue state-
ment or omission or alleged omission was made in any
Preliminary Prospectus, the Registration Statement, the
Prospectus as amended or supplemented and any other prospec-
tus relating to the Securities, or any such amendment or
supplement in reliance upon and in conformity with written
information furnished to the Company by such Agent expressly
for use therein; and will reimburse the Company for any
legal or other expenses reasonably incurred by the Company
in connection with investigating or defending any such
action or claim.
(c) Promptly after receipt by an indemnified
party under subsection (a) or (b) above of notice of the
commencement of any action, such indemnified party shall, if
a claim in respect thereof is to be made against the indem-
nifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof; but the omis-
sion so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified
party otherwise than under such subsection. In case any
such action shall be brought against any indemnified party
20
<PAGE>
and it shall notify the indemnifying party of the commence-
ment thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel
to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any
other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof
other than reasonable costs of investigation.
(d) If the indemnification provided for in this
Section 7 is unavailable to or insufficient to hold harmless
an indemnified party under subsection (a) above in respect
of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying
party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in
such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the
contributing Agent on the other from the offering of the
Securities to which such loss, claim, damage or liability
(or action in respect thereof) relates. If, however, the
indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an
indemnified party under subsection (b) above in respect of
any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, if the allocation
provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party
failed to give the notice required under subsection (c)
above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company
on the one hand and the contributing Agent on the other in
connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions
in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the
Company on the one hand and the contributing Agent on the
other shall be deemed to be in the same proportion as the
total net proceeds from the sale of Securities (before
deducting expenses) received by the Company bear to the
total commissions or discounts received by the contributing
Agent in respect thereof. The relative fault shall be
determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the
21
<PAGE>
omission or alleged omission to state a material fact
required to be stated therein or necessary in order to make
the statements therein not misleading relates to information
supplied by the Company on the one hand or by the contribut-
ing Agent on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company and the
contributing Agent agree that it would not be just and
equitable if contribution pursuant to this subsection (d)
were determined by pro rata allocation or by any other
method of allocation which does not take account of the
equitable considerations referred to above in this subsec-
tion (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabili-
ties (or actions in respect thereof) referred to above in
this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this
subsection (d), no Agent shall be required to contribute any
amount in excess of the amount by which the total price at
which the Securities purchased by or through such Agent were
sold exceeds the amount of any damages which such Agent has
otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation.
(e) The obligations of the Company under this
Section 7 shall be in addition to any liability which the
Company may otherwise have and shall extend, upon the same
terms and conditions, to each person, if any, who controls
any Agent within the meaning of the Act; and each Agent's
obligations under this Section 7 shall be in addition to any
liability which such Agent may otherwise have and shall
extend, upon the same terms and conditions, to each officer
and director of the Company and to each person, if any, who
controls the Company within the meaning of the Act.
8. In soliciting offers by others to purchase
Securities from the Company, each Agent is acting solely as
an agent for the Company, and not as principal. Each Agent
will make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to pur-
chase Securities from the Company was solicited by such
Agent and has been accepted by the Company, but such Agent
shall not have any liability to the Company in the event
such purchase for any reason is not consummated. If the
Company shall default on its obligation to deliver
Securities to a purchaser whose offer it has accepted, the
Company shall hold each Agent harmless against any loss,
claim or damage arising from or as a result of such default
by the Company.
22
<PAGE>
9. The respective indemnities, agreements, repre-
sentations, warranties and other statements by you and the
Company set forth in or pursuant to this Agreement, shall
remain in full force and effect regardless of any investiga-
tion (or any statement as to the results thereof) made by or
on behalf of any of you or the Company or any of its offi-
cers or directors or any controlling person, and shall
survive each delivery of and payment for any of the
Securities.
10. The provisions of this Agreement relating to
the solicitation of offers to purchase the Securities may be
suspended or terminated at any time by the Company as to any
or all Agents or by any Agent insofar as this Agreement
relates to such Agent, upon the giving of written notice of
such suspension or termination to the other parties hereto.
In the event of any such suspension or termination, no party
shall have any liability to the other party hereto, except
as provided in the third paragraph of Section 2(a),
Section 5, Section 7, Section 8 and Section 9 and except
that, if at the time of such suspension or termination, an
offer for the purchase of Securities shall have been
accepted by the Company but the delivery of the Securities
relating thereto to the purchaser or his agent shall not yet
have occurred, the Company shall have the obligations pro-
vided in subsections (g), (h), (i) and (j) of Section 4.
11. Except as otherwise specifically provided
herein or in the Administrative Procedure, all statements,
requests, notices and advices hereunder shall be in writing,
or by telephone if promptly confirmed in writing, and if to
Goldman, Sachs & Co. shall be sufficient in all respects
when delivered or sent by facsimile transmission or regis-
tered mail to 85 Broad Street, New York, New York 10004,
Facsimile Transmission No. (212) 902-3000, Attention: Donald
T. Hansen; if to Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated shall be sufficient in all
respects when delivered or sent by facsimile transmission or
registered mail to Merrill Lynch Headquarters, World
Financial Center, North Tower, New York, New York 10281-
1310, Facsimile Transmission No. (212) 449-2234, Attention:
MTN Product Management; if to Lehman Brothers Inc. shall be
sufficient in all respects when delivered or sent by
facsimile transmission or registered mail to 3 World
Financial Center, Twelfth Floor, New York, New York 10285,
Facsimile Transmission No. (212) 528-6669 (for facsimile
transmissions of less than 10 pages) or (212) 619-7165 (for
facsimile transmissions of 10 pages or more), Attention:
Medium Term Note Department; and if to the Company shall be
sufficient in all respects when delivered or sent by
facsimile transmission or registered mail to Caterpillar
Financial Services Corporation, 3322 West End Avenue,
23
<PAGE>
Nashville, Tennessee 37203-1071, Attention: General
Counsel.
12. This Agreement and any Terms Agreement shall
be binding upon, and inure solely to the benefit of, each of
you and the Company, and to the extent provided in Sec-
tion 7, Section 8 and Section 9 hereof, the officers and
directors of the Company and any person who controls any of
you or the Company, and your respective personal represen-
tatives, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agree-
ment or any Terms Agreement. No purchaser of any of the
Securities through or from any of you shall be deemed a
successor or assign by reason of such purchase.
13. This Agreement and any Terms Agreement shall
be governed by, and construed in accordance with, the laws
of the State of New York.
14. Time shall be of the essence in this Agree-
ment and any Terms Agreement.
15. This Agreement and any Terms Agreement may be
executed by any one or more of the parties hereto and
thereto in any number of counterparts, each of which shall
be an original, but all of such respective counterparts
shall together constitute one and the same instrument.
24
<PAGE>
If the foregoing is in accordance with your under-
standing, please sign and return to us six counterparts
hereof, whereupon this letter and the acceptance by you
thereof shall constitute a binding agreement between the
Company and each of you in accordance with its terms.
Very truly yours,
Caterpillar Financial
Services Corporation
By:
President
Accepted in New York, New York,
as of the date hereof:
(Goldman, Sachs & Co.)
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
By:
Lehman Brothers Inc.
By:
25
<PAGE>
EXHIBIT 4.7
[FACE OF SECURITY]
REGISTERED REGISTERED
No. FXR
CUSIP
CATERPILLAR FINANCIAL SERVICES CORPORATION
MEDIUM-TERM NOTE, SERIES E
(Fixed Rate)
[Insert if the Security is to be a Global Security --
This Note is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name
of a Depositary or a nominee of a Depositary. This Global
Security is exchangeable for Notes registered in the name of a
Person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture, and no transfer
of this Note (other than a transfer of this Note as a whole by
the Depositary to a nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in such limited circum-
stances.
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street,
New York, New York) to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust
Company and any payment hereon made to Cede & Co., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.]
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE
INFORMATION SET FORTH ON THE REVERSE HEREOF:
PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE:
INTEREST RATE:
MATURITY DATE:
SPECIFIED CURRENCY:
[_] U.S. dollars
[_] Other: __________
OPTION TO ELECT PAYMENT IN U.S.
DOLLARS (only applicable if Specified
Currency is other than U.S. dollars):
[_] Yes [_] No
AUTHORIZED DENOMINATIONS (only
applicable if Specified Currency is other than
U.S. dollars):
EXCHANGE RATE AGENT (if other than
Morgan Guaranty Trust Company of New
York):
THIS NOTE IS A:
[_] Global Note
[_] Certificated Note (only applicable if
Specified Currency is other than U.S.
dollars)
<PAGE>
ORIGINAL ISSUE DISCOUNT NOTE:
[_] Yes [_] No
TOTAL AMOUNT OF OID:
ISSUE PRICE (expressed as a percentage of
aggregate principal amount):
REDEMPTION DATE(S) (including any
applicable regular or special record dates):
REDEMPTION PRICE(S):
TERMS OF AMORTIZING NOTES:
REPAYMENT DATE(S) (including any
applicable regular or special record dates):
REPAYMENT PRICE(S):
OTHER TERMS:
STATED MATURITY EXTENSION
OPTION:
[_] Yes [_] No
INTEREST RATE RESET OPTION:
[_] Yes [_] No
EXTENSION PERIOD(S) AND FINAL
MATURITY DATE (only applicable if
option to extend stated maturity):
OPTIONAL RESET DATES (only
applicable if option to reset interest rates):
BASIS FOR INTEREST RATE DURING
EXTENSION PERIOD (only applicable if
option to extend stated maturity):
BASIS FOR INTEREST RATE RESET
(only applicable if option to reset interest
rates):
CATERPILLAR FINANCIAL SERVICES CORPORATION, a corpora-
tion duly organized and existing under the laws of Delaware
(herein called the "Company", which term includes any successor
Person under the Indenture referred to on the reverse hereof),
for value received, hereby promises to pay to [Insert if the
Security is to be a Certificated Security -- ] [Insert
if the Security is to be a Global Security -- Cede & Co., as
nominee for The Depository Trust Company], or registered assigns,
the Principal Amount stated above on the Maturity Date shown
above, and to pay interest thereon from and including the
Original Issue Date shown above or, in the case of a Note issued
upon registration of transfer or exchange, from and including the
most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on April 1 and October 1 of
each year and on the Maturity Date, commencing on the first such
Interest Payment Date next succeeding the Original Issue Date,
provided that if the Original Issue Date is after a Regular
Record Date and before the Interest Payment Date immediately
following such Regular Record Date, interest payments will
commence on the second Interest Payment Date following the
Original Issue Date, at the rate per annum set forth above, until
the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the
Regular Record Date for such interest, which shall be the March
15 or September 15 (whether or not a Business Day), as the case
may be, next preceding the April 1 and October 1 Interest Payment
Dates; provided, however, that interest payable at the Maturity
-------- -------
Date will be payable to the Person to whom principal shall be
payable. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on
2
<PAGE>
such Regular Record Date and may either be paid to the Person in
whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Notes of
this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Notes of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully
provided in said Indenture.
Unless otherwise specified on the face hereof, payments
of principal of (and premium, if any) and interest on this Note
will be made in the applicable Specified Currency, provided,
--------
however, that if this Note is denominated in a Specified Currency
- -------
other than United States dollars (a "Foreign Currency Note")
payments of principal of (and premium, if any) and interest
hereon will [insert if the Security is to be a Global Security --
be made in United States dollars unless the beneficial holder
hereof gives notice to the Depositary that it elects to receive
payments in such Specified Currency. Upon receipt of such
notice, the Depositary will notify the Trustee of the portion of
the payment to be made by the Trustee which is to be made in the
Specified Currency and the applicable wire transfer instructions.
In such event, the Trustee will pay the beneficial holder
directly.] [insert if the Security is to be a Certificated
Security -- nevertheless be made in United States dollars if the
Holder hereof elects to receive all payments in respect hereof in
United States dollars by delivery of a written request to the
Trustee on or prior to the applicable Regular Record Date or at
least 15 days prior to Maturity, as the case may be. Such
election may be in writing (mailed or hand delivered) or by
cable, telex or other form of facsimile transmission. A Holder
of such a Note may elect to receive payment in United States
dollars for all principal (and premium, if any) and interest
payments and need not file a separate election for each payment.
Such election will remain in effect until revoked by written
notice to the Trustee, but written notice of such revocation must
be received by the Trustee on or prior to the applicable Regular
Record Date or at least 15 days prior to Maturity, as the case
may be.]
Payment of the principal of (and premium, if any) and
interest on this Note due at Maturity in United States dollars
will be made in immediately available funds, provided that this
--------
Note is presented to the Trustee in time for the Trustee to make
such payment in accordance with its normal procedures.
[Insert if the Security is to be a Certificated
Security -- Payment of the principal of (and premium, if any) and
interest on this Note due at Maturity in United States dollars
will be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New
3
<PAGE>
York, in immediately available funds. Payment of interest (other
than interest due at Maturity) will be made by United States
dollar check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register.
Notwithstanding the foregoing, unless otherwise specified on the
face hereof, a holder of U.S. $10,000,000 or more in aggregate
principal amount of Notes of like tenor and terms shall be
entitled to receive such payment of interest in United States
dollars by wire transfer of immediately available funds to such
account with a bank located in the United States as shall be
designated by such person, but only if appropriate payment
instructions have been received in writing by the Trustee on or
prior to the Regular Record Date.] [Insert if the Security is to
be a Global Security -- Payment of the principal of (and premium,
if any) and interest (other than interest payable at Maturity) on
this Note in United States dollars will be made by transfer of
immediately available funds to the Depositary or its nominee.]
All payments of principal (and premium, if any) and
interest in a Specified Currency other than United States dollars
will be made in the manner set forth on the reverse hereof.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVI-
SIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH
AT THIS PLACE.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof,
directly or through an Authenticating Agent, by manual signature
of an authorized signatory, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any
purpose.
4
<PAGE>
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated: CATERPILLAR FINANCIAL SERVICES
CORPORATION
[SEAL]
By:
-------------------------------------
President
ATTEST:
-------------------------------------
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series
designated therein referred to in the within
mentioned Indenture.
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Trustee
By
--------------------------------
Authorized officer
5
<PAGE>
[BACK OF SECURITY]
CATERPILLAR FINANCIAL SERVICES CORPORATION
MEDIUM-TERM NOTE, SERIES E
(Fixed Rate)
This Note is one of a duly authorized issue of
securities of the Company (herein called the "Notes"), issued and
to be issued in one or more series under an Indenture dated as of
April 15, 1985, as supplemented from time to time (herein called
the "Indenture"), between the Company and Morgan Guaranty Trust
Company of New York, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto refer-
ence is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face
hereof. The Notes of this series may be denominated in different
currencies, bear different dates, mature at different times and
bear interest at different rates. The Notes of this series may
be issued from time to time in an aggregate principal amount of
up to $1,000,000,000, which amount may be increased if duly
authorized by the Company.
The United States dollar equivalent of Notes
denominated in currencies other than United States dollars will
be determined by the Exchange Rate Agent on the basis of the noon
buying rate for cable transfers in the City of New York as
determined by the Federal Reserve Bank of New York (the "Market
Exchange Rate") for such currencies on the Business Day
immediately preceding the applicable issue dates; provided,
--------
however, that in the case of European Currency Units, the Market
- -------
Exchange Rate shall be the rate of exchange determined by the
Commission of the European Communities (or any successor thereof)
as published in the Official Journal of the European Communities
or any successor publication on the Business Day immediately
preceding the applicable issue date.
Interest payments for this Note will include interest
accrued from and including the last date in respect of which
interest has been paid or duly provided for (or from and
including the Original Issue Date if no interest has been paid or
provided for) to but excluding the Interest Payment Dates.
Interest payments for this Note shall be computed and paid on the
basis of a 360-day year of twelve 30-day months.
If the Company has the option with respect to this Note
to reset the interest rate, such option will be indicated on the
face hereof, together with (i) the date or dates on which such
interest rate may be reset (each an "Optional Reset Date") and
(ii) the basis or formula, if any, for such resetting. The
6
<PAGE>
Company may exercise such option by notifying the Trustee of such
exercise at least 45 but not more than 60 days prior to an
Optional Reset Date. Not later than 40 days prior to such
Optional Reset Date, the Trustee will mail to the Holder hereof a
notice (the "Reset Notice"), first class, postage prepaid,
setting forth (i) the election of the Company to reset the
interest rate, (ii) such new interest rate, and (iii) the
provisions, if any, for redemption during the period from such
Optional Reset Date to the next Optional Reset Date or, if there
is no such next Optional Reset Date, to the Stated Maturity of
this Note (each such period a "Subsequent Interest Period"),
including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may
occur during such Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 days
prior to an Optional Reset Date, the Company may, at its option,
revoke the interest rate provided for in the Reset Notice and
establish a higher interest rate for the Subsequent Interest
Period commencing on such Optional Reset Date by mailing or
causing the Trustee to mail notice of such higher interest rate
first class, postage prepaid, to the Holder hereof. Such notice
shall be irrevocable. If the interest rate is reset on an
Optional Reset Date this Note will bear such higher interest
rate.
If the Company elects to reset the interest rate of
this Note, the Holder hereof will have the option to elect
repayment of this Note by the Company on any Optional Reset Date
at a price equal to the principal amount hereof plus any accrued
interest to such Optional Reset Date. In order for this Note to
be so repaid on an Optional Reset Date, the Holder hereof must
follow the procedures set forth below for optional repayment,
except that the period for delivery of this Note or notification
to the Trustee shall be at least 25 but not more than 35 days
prior to such Optional Reset Date and except that a Holder who
has tendered this Note for repayment pursuant to a Reset Notice
may, by written notice to the Trustee, revoke any such tender for
repayment until the close of business on the tenth day prior to
such Optional Reset Date.
If the Company has the option to extend the Stated
Maturity of this Note for one or more periods (each an "Extension
Period") up to but not beyond a date (the "Final Maturity Date")
set forth on the face hereof, such option will be indicated on
the face hereof together with the basis or formula, if any, for
setting the interest rate applicable to any such Extension
Period. The Company may exercise such option with respect to
this Note by notifying the Trustee of such exercise at least 45
but not more than 60 days prior to the Stated Maturity of this
Note in effect prior to the exercise of such option (the
"Original Stated Maturity"). No later than 40 days prior to the
Original Stated Maturity, the Trustee will mail to the Holder
hereof a notice (the "Extension Notice") relating to such
7
<PAGE>
Extension Period, first class, postage prepaid, setting forth
(i) the election of the Company to extend the Stated Maturity of
this Note, (ii) the new Stated Maturity, (iii) the interest rate
applicable to the Extension Period, and (iv) the provisions, if
any, for redemption during the Extension Period, including the
date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the
Extension Period. Upon the mailing by the Trustee of an
Extension Notice to the Holder hereof, the Stated Maturity of
this Note shall be extended automatically as set forth in the
Extension Notice, and, except as modified by the Extension Notice
and as described in the next paragraph, this Note will have the
same terms as prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days
prior to the Original Stated Maturity for this Note, the Company
may, at its option, revoke the interest rate provided for in the
Extension Notice and establish a higher interest rate for the
Extension Period by mailing or causing the Trustee to mail notice
of such higher interest rate first class, postage prepaid, to the
Holder hereof. Such notice shall be irrevocable. All Notes with
respect to which the Stated Maturity is extended will bear such
higher interest rate for the Extension Period.
If the Company elects to extend the Stated Maturity of
this Note, the Holder hereof will have the option to elect
repayment of this Note by the Company at the Original Stated
Maturity at a price equal to the principal amount hereof plus any
accrued interest to such date. In order for this Note to be so
repaid on the Original Stated Maturity, the Holder hereof must
follow the procedures set forth below for optional repayment,
except that the period for delivery of this Note or notification
to the Trustee shall be at least 25 but not more than 35 days
prior to the Original Stated Maturity and except that a Holder
who has tendered this Note for repayment pursuant to an Extension
Notice may, by written notice to the Trustee, revoke any such
tender for repayment until the close of business on the tenth day
prior to the Original Stated Maturity.
Unless one or more Redemption Dates is specified on the
face hereof, this Note shall not be redeemable at the option of
the Company before the Maturity Date specified on the face
hereof. If one or more Redemption Dates (or ranges of Redemption
Dates) is so specified, this Note is subject to redemption on any
such date (or during any such range) at the option of the
Company, upon notice by first-class mail, mailed not less than 30
days nor more than 60 days prior to the Redemption Date specified
in such notice, at the applicable Redemption Price specified on
the face hereof (expressed as a percentage of the principal
amount of this Note), together in the case of any such redemption
with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is prior to the Redemption
Date will be payable to the Holder of this Note, or one or more
predecessor Notes, of record at the close of business on the
8
<PAGE>
relevant Regular or Special Record Dates referred to on the face
hereof, all as provided in the Indenture. The Company may elect
to redeem less than the entire principal amount hereof, provided
that the principal amount, if any, of this Note that remains
outstanding after such redemption is an Authorized Denomination
as defined herein.
Unless one or more Repayment Dates is specified on the
face hereof, this Note shall not be repayable at the option of
the Holder on any date prior to the Maturity Date specified on
the face hereof. If one or more Repayment Dates (or ranges of
Repayment Dates) is so specified, this Note is subject to repay-
ment on any such date (or during any such range) at the option of
the Holder at the applicable Repayment Price specified on the
face hereof (expressed as a percentage of the principal amount of
this Note), together in the case of any such repayment with
accrued interest to the Repayment Date, but interest installments
whose Stated Maturity is prior to the Repayment Date will be
payable to the Holder of this Note, or one or more predecessor
Notes, of record at the close of business on the relevant Regular
or Special Record Dates referred to on the face hereof, all as
provided in the Indenture. For this Note to be repaid at the
option of the Holder, the Trustee must receive at the principal
office of its Corporate Trust Department in The City of New York,
at least 30 days but not more than 45 days prior to the Repayment
Date on which this Note is to be repaid, this Note and a
statement that the option to elect repayment is being exercised
thereby. Exercise of the repayment option by the Holder shall be
irrevocable except to the extent permitted in connection with an
interest rate reset or an extension of maturity, each as
described above. The repayment option with respect to this Note
may be exercised by the Holder for less than the entire principal
amount hereof, provided that the principal amount, if any, of
--------
this Note that remains outstanding after such repayment is an
Authorized Denomination as defined herein.
[Insert if the Security is to be a Certificated
Security -- In the event of redemption or repayment of this Note
in part only, a new Note or Notes of this series and of like
tenor and for a principal amount equal to the unredeemed or
unrepaid portion will be delivered to the registered Holder upon
the cancellation hereof.]
[Insert if the Security is to be a Global Security --
In the event of redemption or repayment of this Note in part
only, the principal amount shall be reduced.]
If this is a Foreign Currency Note to be paid in United
States dollars, the United States dollar amount to be received in
respect hereof will be based upon the exchange rate as determined
by the Exchange Rate Agent based on the highest firm bid
quotation for United States dollars received by such Exchange
Rate Agent at approximately 11:00 A.M. New York City time on the
second Business Day preceding the applicable payment date from
9
<PAGE>
three recognized foreign exchange dealers in The City of New York
selected by the Exchange Rate Agent and approved by the Company
(one of which may be the Exchange Rate Agent) for the purchase by
the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such
payment date in respect of this Note. If no such bid quotations
are available, payments will be made in the Specified Currency,
unless such Specified Currency is unavailable due to the
imposition of exchange controls or to other circumstances beyond
the Company's control, in which case the Company will be entitled
to make payments in respect hereof in United States dollars as
provided below. All currency exchange costs will be borne by the
Holder hereof by deductions from such payments.
If a Holder is to receive payments in a Specified
Currency other than United States dollars as described on the
face hereof, payments of principal of (and premium, if any) and
interest will be paid in immediately available funds by wire
transfer to an account maintained by the Holder with a bank
located in the country issuing the Specified Currency (or, with
respect to Notes denominated in European Currency Units, to an
ECU account) or other jurisdiction acceptable to the Company and
the Trustee as shall have been designated by the Holder (which in
the case of Global Securities will be the Depositary or its
nominee) on or prior to the Regular Record Date or at least 15
days prior to Maturity, as the case may be, provided, however,
-------- -------
that with respect to payments of principal and premium, if any,
and interest at Maturity this Note is presented to the Trustee in
time for the Trustee to make such payment in accordance with its
normal procedures, which shall require presentation no later than
two Business Days prior to Maturity in order to ensure the
availability of immediately available funds in the Specified
Currency at Maturity.
If payment on this Note is required to be made in a
Specified Currency other than United States dollars and such
currency is unavailable in the good faith judgment of the Company
due to the imposition of exchange controls or to other
circumstances beyond the Company's control, or is no longer used
by the government of the country issuing such currency or for the
settlement of transactions by public institutions of or within
the international banking community, then all payments with
respect to this Note shall be made in United States dollars until
such currency is again available or so used. The amount so
payable on any date in such Specified Currency shall be converted
into United States dollars at a rate determined by the Exchange
Rate Agent on the basis of the Market Exchange Rate on the second
Business Day prior to such payment, or, if the Market Exchange
Rate is not then available, the most recently available Market
Exchange Rate or as otherwise determined in good faith by the
Company if the foregoing is impracticable.
If this is a Foreign Currency Note, in the event of an
official redenomination of such foreign currency (including,
10
<PAGE>
without limitation, an official redenomination of a foreign
currency that is a composite currency) the obligations of the
Company with respect to payments on this Note denominated in such
currency shall, in all cases, be deemed immediately following
such redenomination to provide for the payment of that amount of
redenominated currency representing the amount of such
obligations immediately before such redenomination. No
adjustment will be made to any amount payable under this Note as
a result of (a) any change in the value of a foreign currency
relative to any other currency due solely to fluctuations in
exchange rates or (b) any redenomination of any component
currency of any composite currency (unless such composite
currency is itself officially redenominated.
If an Event of Default with respect to Notes of this
series shall occur and be continuing, the principal of the Notes
of this series may be declared due and payable in the manner and
with the effect provided in the Indenture. Unless otherwise
specified on the face hereof, if any Original Issue Discount Note
(as defined below) is redeemed by the Company or repaid at the
option of the Holder, each as described above, or if the
principal of any Original Issue Discount Note is declared to be
due and payable immediately pursuant to this paragraph, the
amount of principal due and payable with respect to this Note
shall be limited to the sum of the aggregate principal amount of
this Note multiplied by the Issue Price (expressed as a
percentage of the aggregate principal amount) plus the original
issue discount accrued from the date of issue to the date of
redemption, repayment or declaration, as applicable, which
accrual shall be calculated using the "interest method" (computed
in accordance with generally accepted accounting principles) in
effect on the date of redemption, repayment or declaration.
Unless otherwise specified on the face hereof, an Original Issue
Discount Note is a Note which has a stated redemption price at
maturity that exceeds its Issue Price by at least 0.25% of its
stated redemption price at maturity, multiplied by the number of
complete years from the Original Issue Date to the Maturity Date
for this Note.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Notes of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than 66 2/3% in principal
amount of the Notes at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Notes
of each series at the time Outstanding on behalf of the Holders
of all Notes of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this
11
<PAGE>
Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on
this Note at the times, places and rate, and in the coin or
currency, herein prescribed. However, the Indenture limits the
Holder's right to enforce the Indenture and this Note.
As provided in the Indenture and subject to certain
limitations set forth therein and as may be set forth on the face
hereof, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of
transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this
Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more
new Notes of this series of like tenor, of Authorized
Denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
[Insert if the Security is a Global Security -- This
Note is a Global Note and shall be exchangeable for Notes
registered in the names of Persons other than the Depositary with
respect to this Global Note or its nominee only if (A) such
Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Global Note or at any time ceases
to be a clearing agency registered as such under the Securities
Exchange Act of 1934, as amended, (B) the Company in its
discretion executes and delivers to the Trustee a Company Order
that this Global Note shall be exchangeable or (C) there shall
have occurred and be continuing an Event of Default with respect
to the Notes. If this Global Note is exchangeable pursuant to
the preceding sentence, it shall be exchangeable for Notes
issuable in denominations of $1,000 and any integral multiple of
$1,000 in excess thereof, registered in such names as such
Depositary shall direct.]
The Notes of this series are issuable, in the case of
Notes denominated in United States dollars, in denominations of
U.S. $1,000 and any integral multiple of U.S. $10,000 in excess
thereof and, in the case of Notes denominated in a Specified
Currency other than United States dollars, in the authorized
denominations set forth on the face hereof (in each case, an
"Authorized Denomination"). As provided in the Indenture and
subject to certain limitations set forth therein and as may be
set forth on the face hereof, Notes of this series are
exchangeable for a like aggregate principal amount of Notes of
12
<PAGE>
this series of like tenor of a different Authorized Denomination,
as requested by the Holder surrendering the same.
"Business Day" shall mean (a) with respect to any Note,
any day that is not a Saturday or Sunday and that, in The City of
New York, is not a day on which banking institutions generally
are authorized or obligated by law to close, and (b) if the Note
is denominated in a Specified Currency other than United States
dollars (i) not a day on which banking institutions are
authorized or required by law to close in the financial center of
the country issuing the Specified Currency (which in the case of
Australian dollars shall be Sydney and Melbourne and in the case
of European Currency Units shall be Brussels) and (ii) a day on
which banking institutions in such financial center are carrying
out transactions in such Specified Currency.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Notes of this series may be issued in the form of
one or more Global Securities to The Depository Trust Company as
depositary for the Global Securities of this series (the
"Depositary") or its nominee and registered in the name of the
Depositary or such nominee.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether
or not this Note is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
13
<PAGE>
________________________________
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as
though they were written out in full according to applicable laws
or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT - ______________ Custodian _______________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
_______________________________
(State)
Additional abbreviations may also be used though not in the above
list.
_______________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
/__________________/_____________________________________________
_________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP
CODE OF ASSIGNEE
_________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing______________________________________
_________________________________________________________________
attorney to transfer said Note on the books of the Company, with
full power of substitution in the premises.
Dated:_______________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within instrument
in every particular, without alteration
or enlargement or any change whatever.
14
<PAGE>
EXHIBIT 4.8
[FACE OF SECURITY]
REGISTERED REGISTERED
No. FLR
CUSIP
CATERPILLAR FINANCIAL SERVICES CORPORATION
MEDIUM-TERM NOTE, SERIES E
(Floating Rate)
[Insert if the Security is to be a Global Security --This
Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary. This Global Security is
exchangeable for Notes registered in the name of a Person other
than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this
Note (other than a transfer of this Note as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the
Depositary) may be registered except in such limited
circumstances.
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street,
New York, New York) to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust
Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL since the registered owner thereof,
Cede & Co., has an interest herein.]
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE
INFORMATION SET FORTH ON THE REVERSE HEREOF:
PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE:
INITIAL INTEREST RATE:
MATURITY DATE:
SPECIFIED CURRENCY:
[_] U.S. dollars
[_] Other: __________
OPTION TO ELECT PAYMENT IN U.S.
DOLLARS (only applicable if Specified
Currency is other than U.S. dollars):
[_] Yes [_] No
AUTHORIZED DENOMINATIONS (only
applicable if Specified Currency is other than
U.S. dollars):
EXCHANGE RATE AGENT (if other than
Morgan Guaranty Trust Company of New
York):
THIS NOTE IS A:
[_] Global Note
[_] Certificated Note (only applicable if
Specified Currency is other than U.S. dollars)
<PAGE>
INDEX MATURITY:
INTEREST RATE BASIS OR BASES:
SPREAD (plus or minus):
LIBOR SOURCE (only applicable if LIBOR
Interest Rate Basis):
[_] Reuters
[_] Telerate
INTEREST PAYMENT PERIOD:
SPREAD MULTIPLIER:
INTEREST RESET DATES:
INTEREST RESET PERIOD:
MAXIMUM INTEREST RATE:
SPREAD/SPREAD MULTIPLIER RESET
OPTION:
[_] Yes
[_] No
OPTIONAL RESET DATES (only applicable if
option to reset spread or spread multiplier):
BASIS FOR SPREAD/SPREAD MULTIPLIER
RESET (only applicable if option to reset
spread or spread multiplier):
MINIMUM INTEREST RATE:
INTEREST PAYMENT DATES:
STATED MATURITY EXTENSION
OPTION:
[_] Yes
[_] No
EXTENSION PERIOD(S) and FINAL
MATURITY DATE (only applicable if option
to extend stated maturity):
BASIS FOR SPREAD/SPREAD MULTIPLIER
DURING EXTENSION PERIOD (only
applicable if option to extend stated maturity):
INTEREST RESET DATES:
CALCULATION DATES:
TERMS OF AMORTIZING NOTES:
INTEREST DETERMINATION DATES:
CALCULATION AGENT (if other than
Morgan Guaranty Trust Company of New
York):
ORIGINAL ISSUE DISCOUNT NOTE:
[_] Yes [_] No
TOTAL AMOUNT OF OID:
ISSUE PRICE (expressed as a percentage of
aggregate principal amount):
REDEMPTION DATE(S) (including any
applicable regular or special record dates):
REDEMPTION PRICE(S):
REPAYMENT DATE(S) (including any
applicable regular or special record dates):
REPAYMENT PRICE(S):
OTHER TERMS:
2
<PAGE>
CATERPILLAR FINANCIAL SERVICES CORPORATION, a
corporation duly organized and existing under the laws of
Delaware (herein called the "Company", which term includes any
successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to [Insert if
the Security is to be a Certificated Security -- ]
--------------
[Insert if the Security is to be a Global Security -- Cede & Co.,
as nominee for The Depository Trust Company], or registered
assigns, the Principal Amount stated above on the Maturity Date
shown above, and to pay interest thereon from and including the
Original Issue Date shown above or, in the case of a Note issued
upon registration of transfer or exchange, from and including the
most recent Interest Payment Date to which interest has been paid
or duly provided for, on the Interest Payment Dates set forth
above and on the Maturity Date, commencing on the first such
Interest Payment Date next succeeding the Original Issue Date,
provided that if the Original Issue Date is after a Regular
- --------
Record Date and before the Interest Payment Date immediately
following such Regular Record Date, interest payments will
commence on the second Interest Payment Date following the
Original Issue Date, at the rate per annum determined in
accordance with the provisions on the reverse hereof, depending
on the Interest Rate Basis or Bases specified above, until the
principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for on
any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the
Regular Record Date for such interest, which shall be the
fifteenth calendar day (whether or not such date is a Business
Day) next preceding each Interest Payment Date; provided,
--------
however, that interest payable at the Maturity Date will be
- -------
payable to the person to whom principal shall be payable. Any
such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name
this Note (or one or more Predecessor Notes) is registered at the
close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Notes of this series not
less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes of
this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said
Indenture.
Unless otherwise specified on the face hereof, payments
of principal of (and premium, if any) and interest on this Note
will be made in the applicable Specified Currency, provided,
--------
however, that if this Note is denominated in a Specified Currency
- -------
other than United States dollars (a "Foreign Currency Note")
payments of principal of (and premium, if any) and interest
hereon will [insert if the Security is to be a Global Security --
be made in United States dollars unless the beneficial holder
hereof gives notice to the Depositary that it elects to receive
payments in such Specified Currency. Upon receipt of such
notice, the Depositary will notify the Trustee of the portion of
3
<PAGE>
the payment to be made by the Trustee which is to be made in the
Specified Currency and the applicable wire transfer instructions.
In such event, the Trustee will pay the beneficial holder
directly.] [insert if the Security is to be a Certificated
Security -- nevertheless be made in United States dollars if the
Holder hereof elects to receive all payments in respect hereof in
United States dollars by delivery of a written request to the
Trustee on or prior to the applicable Regular Record Date or at
least 15 days prior to Maturity, as the case may be. Such
election may be in writing (mailed or hand delivered) or by
cable, telex or other form of facsimile transmission. A Holder
of such a Note may elect to receive payment in United States
dollars for all principal (and premium, if any) and interest
payments and need not file a separate election for each payment.
Such election will remain in effect until revoked by written
notice to the Trustee, but written notice of such revocation must
be received by the Trustee on or prior to the applicable Regular
Record Date or at least 15 days prior to Maturity, as the case
may be.]
Payment of the principal of (and premium, if any) and
interest on this Note due at Maturity in United States dollars
will be made in immediately available funds, provided that this
--------
Note is presented to the Trustee in time for the Trustee to make
such payment in accordance with its normal procedures.
[Insert if the Security is to be a Certificated
Security -- Payment of the principal of (and premium, if any) and
interest on this Note due at Maturity in United States dollars
will be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New
York, in immediately available funds. Payment of interest (other
than interest due at Maturity) will be made by United States
dollar check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register.
Notwithstanding the foregoing, unless otherwise specified on the
face hereof, a holder of U.S. $10,000,000 or more in aggregate
principal amount of Notes of like tenor and terms shall be
entitled to receive such payment of interest in United States
dollars by wire transfer of immediately available funds to such
account with a bank located in the United States as shall be
designated by such person, but only if appropriate payment
instructions have been received in writing by the Trustee on or
prior to the Regular Record Date.] [Insert if the Security is to
be a Global Security -- Payment of the principal of (and premium,
if any) and interest (other than interest payable at Maturity) on
this Note in United States dollars will be made by transfer of
immediately available funds to the Depositary or its nominee.]
All payments of principal (and premium, if any) and
interest in a Specified Currency other than United States dollars
will be made in the manner set forth on the reverse hereof.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH AT THIS PLACE.
4
<PAGE>
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof,
directly or through an Authenticating Agent, by manual signature
of an authorized signatory, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any
purpose.
5
<PAGE>
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated: CATERPILLAR FINANCIAL SERVICES
CORPORATION
[SEAL]
By:
--------------------------------
President
ATTEST:
--------------------------------
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series
designated therein referred to in the within-
mentioned Indenture.
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Trustee
By
------------------------------------
Authorized Officer
6
<PAGE>
[BACK OF SECURITY]
CATERPILLAR FINANCIAL SERVICES CORPORATION
MEDIUM-TERM NOTE, SERIES E
(Floating Rate)
This Note is one of a duly authorized issue of
securities of the Company (herein called the "Notes"), issued and
to be issued in one or more series under an Indenture dated as of
April 15, 1985, as supplemented from time to time (herein called
the "Indenture"), between the Company and Morgan Guaranty Trust
Company of New York, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto refer-
ence is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face
hereof. The Notes of this series may be denominated in different
currencies, bear different dates, mature at different times and
bear interest at different rates. The Notes of this series may
be issued from time to time in an aggregate principal amount of
up to $1,000,000,000, which amount may be increased if duly
authorized by the Company.
The United States dollar equivalent of Notes
denominated in currencies other than United States dollars will
be determined by the Exchange Rate Agent on the basis of the noon
buying rate for cable transfers in the City of New York as
determined by the Federal Reserve Bank of New York (the "Market
Exchange Rate") for such currencies on the Business Day
immediately preceding the applicable issue dates; provided,
however, that in the case of European Currency Units, the Market
Exchange Rate shall be the rate of exchange determined by the
Commission of the European Communities (or any successor thereof)
as published in the Official Journal of the European Communities
or any successor publication on the Business Day immediately
preceding the applicable issue date.
The rate of interest on this Note will be reset daily,
weekly, monthly, quarterly, semi-annually or annually (each an
"Interest Reset Date"), as specified on the face hereof. Unless
otherwise specified on the face hereof, the Interest Reset Date
will be, if this Note resets daily, each Business Day; if this
Note resets weekly (unless the Interest Rate Basis on this Note
is the Treasury Rate), the Wednesday of each week; if this Note
resets weekly and the Interest Rate Basis on this Note is the
Treasury Rate, the Tuesday of each week; if this Note resets
monthly, the third Wednesday of each month; if this Note resets
quarterly, the third Wednesday of March, June, September and
December; if this Note resets semi-annually, the third Wednesday
of two months of each year, as specified on the face hereof; and
if this Note resets annually, the third Wednesday of one month of
each year, as specified on the face hereof; provided, however,
-------- -------
that (i) the interest rate in effect from the date of issue to
the first Interest Reset Date will be the Initial Interest Rate
7
<PAGE>
specified on the face hereof and (ii) unless otherwise specified
on the face hereof the interest rate in effect for the ten days
immediately prior to Maturity will be that in effect on the tenth
day preceding such Maturity. If any Interest Reset Date would
otherwise be a day that is not a Business Day, the Interest Reset
Date shall be postponed to the next day that is a Business Day
except that if (i) the rate of interest on this Note will be
determined in accordance with the provisions of the heading
"Determination of LIBOR" below and (ii) such Business Day is in
the next succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Business Day. Subject to
applicable provisions of law and except as specified herein or on
the face hereof, on each Interest Reset Date, the rate of
interest on this Note shall be the rate determined in accordance
with the provisions of the applicable heading below.
Determination of Commercial Paper Rate. Unless
--------------------------------------
otherwise specified on the face hereof, if the Interest Rate
Basis on this Note is the Commercial Paper Rate, the interest
rate with respect to this Note shall equal (i) the Money Market
Yield (calculated as described below) of the rate on such
Commercial Paper Interest Determination Date (as defined below)
for commercial paper having the Index Maturity shown on the face
hereof, as such rate is published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates", or any successor publication of the
Board of Governors of the Federal Reserve System ("H.15(519)"),
under the heading "Commercial Paper", or if such rate is not
published prior to 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Commercial Paper Interest
Determination Date, then the Commercial Paper Rate shall be the
Money Market Yield of the rate on such Commercial Paper Interest
Determination Date for commercial paper having the Index Maturity
specified on the face hereof as published by the Federal Reserve
Bank of New York in its daily statistical release, "Composite
3:30 P.M. Quotations for U.S. Government Securities" or any
successor publication published by the Federal Reserve Bank of
New York ("Composite Quotations") under the heading "Commercial
Paper", or (ii) if such rate is not published in either H.15(519)
or Composite Quotations by 3:00 P.M., New York City time, on such
Calculation Date, the Money Market Yield of the arithmetic mean
(each as rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point, with five millionths of a
percentage point rounded upwards) of the offered rates, as of
11:00 A.M., New York City time, on such Commercial Paper Interest
Determination Date, of three leading dealers of commercial paper
in The City of New York selected by the Calculation Agent for
commercial paper of the Index Maturity shown on the face hereof
placed for an industrial issuer whose bond rating is "AA", or the
equivalent, from a nationally recognized rating agency, adjusted
in each of the above cases by the addition or subtraction of the
Spread, if any, specified on the face hereof, and/or by multipli-
cation by the Spread Multiplier, if any, specified on the face
hereof; provided, however, that if the dealers selected as
-------- -------
aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the Commercial Paper Rate will be the
Commercial Paper Rate in effect hereon on such Commercial Paper
Interest Determination Date.
8
<PAGE>
"Money Market Yield" shall be the yield (expressed as a
percentage rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point, with five millionths of a
percentage point rounded upwards) calculated in accordance with
the following formula:
D x 360
Money Market Yield = _________________ x 100
360 - (D x M)
where "D" refers to the per annum rate for commercial paper,
quoted on a bank discount basis and expressed as a decimal and
"M" refers to the actual number of days in the interest period
for which interest is being calculated.
Determination of Federal Funds Rate. Unless otherwise
-----------------------------------
specified on the face hereof, if the Interest Rate Basis on this
Note is the Federal Funds Rate, the interest rate with respect to
this Note shall equal the rate on such date for Federal Funds as
published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Federal Funds
Interest Determination Date, the Federal Funds Rate will be the
rate on such Federal Funds Interest Determination Date as
published in Composite Quotations under the heading "Federal
Funds/Effective Rate," or if such rate is not published by 3:00
p.m., New York City time, on the Calculation Date pertaining to
such Federal Funds Interest Determination Date, then the Federal
Funds Rate for such Federal Funds Interest Determination Date
will be calculated by the Calculation Agent and will be the
arithmetic mean (rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five millionths of
a percentage point rounded upwards) of the rates as of 9:00 a.m.,
New York City time, on such Federal Funds Interest Determination
Date for the last transaction in overnight Federal Funds arranged
by three leading brokers of Federal Funds transactions in The
City of New York selected by the Calculation Agent in each of the
above cases adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, and/or by
multiplication by the Spread Multiplier, if any, specified on the
face hereof; provided, however, that if the brokers selected as
-------- -------
aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the Federal Funds Rate will be the Federal
Funds Rate in effect on such Federal Funds Interest Determination
Date.
Determination of CD Rate. Unless otherwise indicated
------------------------
on the face hereof, if the Interest Rate Basis on this Note is
the CD Rate, the interest rate with respect to this Note shall
equal (i) the rate on such date for negotiable certificates of
deposit having the Index Maturity designated in the applicable
Pricing Supplement as published in H.15(519) under the heading
"CDs (Secondary Market)" or, if not so published by 9:00 A.M.,
New York City time, on the Calculation Date pertaining to such CD
Interest Determination Date, the CD Rate will be the rate on such
CD Interest Determination Date for negotiable certificates of
deposit having the Index Maturity designated in the applicable
Pricing Supplement as published in Composite Quotations under the
9
<PAGE>
heading "Certificates of Deposit," or (ii) if such rate is not
published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such CD Interest Determination Date, then the
CD Rate for such CD Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic
mean (rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point, with five millionths of a
percentage point rounded upwards) of the secondary market offered
rates as of 10:00 A.M., New York City time, on such CD Interest
Determination Date of three leading nonbank dealers in negotiable
U.S. dollar certificates of deposit in The City of New York
selected by the Calculation Agent for negotiable certificates of
deposit of major United States money center banks of the highest
credit standing (in the market for negotiable certificates of
deposit) with a remaining maturity closest to the Index Maturity
designated in the applicable Pricing Supplement in a denomination
of $5,000,000, adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, and/or by
multiplication by the Spread Multiplier, if any, specified on the
face hereof; provided, however, that if the dealers selected as
-------- -------
aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the CD Rate will be the CD Rate in effect on
such CD Interest Determination Date.
Determination of Prime Rate. Unless otherwise
---------------------------
specified on the face hereof, if the Interest Rate Basis on this
Note is the Prime Rate, the interest rate with respect to this
Note shall equal (i) the rate set forth for the relevant Prime
Rate Interest Determination Date (as defined below) in H.15(519)
under the heading "Bank Prime Loan", or (ii) if such rate is not
published prior to 9:00 A.M., New York City time on the
Calculation Date pertaining to such Prime Rate Interest
Determination Date, the arithmetic mean (rounded, if necessary,
to the nearest one hundred-thousandth of a percentage point, with
five millionths of a percentage point rounded upwards) of the
rates of interest publicly announced by each bank that appears on
the Reuters Screen NYMF Page (as defined below) as such bank's
prime rate or base lending rate as in effect for that Prime Rate
Interest Determination Date, (iii) if fewer than four such
quotations but more than one such quotation appears on the
Reuters Screen NYMF Page for the Prime Rate Interest
Determination Date, the arithmetic mean (rounded, if necessary,
to the nearest one hundred-thousandth of a percentage point, with
five millionths of a percentage point rounded upwards) of the
prime rates quoted on the basis of the actual number of days in
the year divided by a 360-day year as of the close of business on
such Prime Rate Interest Determination Date by at least two major
money center banks in The City of New York selected by the
Calculation Agent, or (iv) if fewer than two such quotations are
quoted as aforesaid, the rate determined by the Calculation Agent
on the basis of the rates furnished in The City of New York by
the appropriate number of substitute banks or trust companies
organized and doing business under the laws of the United States,
or any State thereof, having total equity capital of at
least $500 million and being subject to supervision or
examination by Federal or State authority, selected by the
Calculation Agent to provide such rate or rates, adjusted in each
case by the addition or subtraction of the Spread, if any,
10
<PAGE>
specified on the face hereof, and/or by multiplication by the
Spread Multiplier, if any, specified on the face hereof;
provided, however, that if the banks or trust companies selected
- -------- -------
as aforesaid are not quoting as mentioned in this sentence, the
Prime Rate will be the Prime Rate in effect on such Prime Rate
Interest Determination Date. "Reuters Screen NYMF Page" means
the display designated as page "NYMF" on the Reuters Monitor
Money Rates Service (or such other page as may replace the NYMF
page on that service for the purpose of displaying the prime rate
or base lending rate of major United States banks).
Determination of LIBOR. Unless otherwise specified on
----------------------
the face hereof, if the Interest Rate Basis on this Note is
LIBOR, the interest rate payable with respect to this Note shall
be determined in accordance with the following provisions:
(i) With respect to any LIBOR Interest Determination
Date (as defined below), LIBOR will be, as specified on the face
hereof, either: (a) the arithmetic mean (rounded, if necessary,
to the nearest one hundred-thousandth of a percentage point, with
five millionths of a percentage point rounded upwards) of the
offered rates for deposits in U.S. dollars having the Index
Maturity designated on the face hereof commencing on the second
London Business Day immediately following such LIBOR Interest
Determination Date, that appear on the Reuters Screen LIBO Page
as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date ("LIBOR Reuters"), or (b) the rate for
deposits in U.S. dollars having the Index Maturity designated in
the applicable Pricing Supplement, commencing on the second
London Business Day immediately following such LIBOR Interest
Determination Date, that appears on Telerate Page 3750 as of
11:00 A.M., London time, on such LIBOR Interest Determination
Date ("LIBOR Telerate"), adjusted in each case by the addition or
subtraction of the Spread, if any, specified on the face hereof,
and/or by multiplication by the Spread Multiplier, if any,
specified on the face hereof. "Reuters Screen LIBO Page" means
the display designated as page "LIBO" on the Reuters Monitor
Money Rates Service (or such other page as may replace page LIBO
on that service for the purpose of displaying London interbank
offered rates of major banks). "Telerate Page 3750" means the
display designated as page "3750" on the Telerate Service (or
such other page as may replace the 3750 page on that service or
such other service or services as may be nominated by the British
Bankers' Association for the purpose of displaying London
interbank offered rates for U.S. dollar deposits). If neither
LIBOR Reuters nor LIBOR Telerate is specified on the face hereof,
LIBOR will be determined as if LIBOR Telerate had been specified.
If at least two such offered rates appear on the Reuters Screen
LIBO Page, the rate in respect of such LIBOR Interest
Determination Date will be the arithmetic mean of such offered
rates as determined by the Calculation Agent. In the case where
(a) above applies, if fewer than two offered rates appear on the
Reuters Screen LIBO Page, or in the case where (b) above applies,
if no rate appears on Telerate Page 3750, as applicable, LIBOR in
respect of such LIBOR Interest Determination Date will be
determined as if the parties had specified the rate described in
(ii) below.
11
<PAGE>
(ii) With respect to a LIBOR Interest Determination
Date on which fewer than two offered rates appear on the Reuters
Screen LIBO Page as described in (i)(a) above, or on which no
rate appears on Telerate Page 3750, as described in (i)(b) above,
as applicable, LIBOR will be determined on the basis of the rates
at approximately 11:00 A.M., London time, on such LIBOR Interest
Determination Date at which deposits in U.S. dollars having the
Index Maturity shown on the face hereof are offered to prime
banks in the London interbank market by three major banks in the
London interbank market selected by the Calculation Agent
commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date and in a
principal amount equal to an amount of not less than U.S. $1
million that in the Calculation Agent's judgment is
representative for a single transaction in such market at such
time, adjusted by the addition or subtraction of the Spread, if
any, specified on the face hereof, and/or by multiplication of
the Spread Multiplier, if any, specified on the face hereof. The
Calculation Agent will request the principal London office of
each of such banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR for such LIBOR
Interest Determination Date will be the arithmetic mean (rounded,
if necessary, to the nearest one hundred-thousandth of a
percentage point, with five millionths of a percentage point
rounded upwards) of such quotations as determined by the
Calculation Agent, adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, and/or by
multiplication of the Spread Multiplier, if any, specified on the
face hereof. If fewer than two quotations are provided, LIBOR
for such LIBOR Interest Determination Date will be the arithmetic
mean (rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five millionths of
a percentage point rounded upwards) of the rates quoted at
approximately 11:00 A.M., New York City time, on such LIBOR
Interest Determination Date by three major banks in The City of
New York, selected by the Calculation Agent, for loans in U.S.
dollars to leading European banks, having the Index Maturity
shown on the face hereof commencing on the second London Business
Day immediately following such LIBOR Interest Determination Date
and in a principal amount equal to an amount of not less than
US$1 million that in the Calculation Agent's judgment is repre-
sentative for a single transaction in such market at such time,
adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof, and/or by multiplication by the
Spread Multiplier, if any, specified on the face hereof;
provided, however, that if the banks selected as aforesaid by the
- -------- -------
Calculation Agent are not quoting as mentioned in this sentence,
LIBOR will be the LIBOR in effect on such LIBOR Interest
Determination Date.
Determination of Treasury Rate. Unless otherwise
------------------------------
specified on the face hereof, if the Interest Rate Basis on this
Note is the Treasury Rate, the interest rate payable with respect
to this Note shall equal the rate for the most recent auction of
direct obligations of the United States ("Treasury bills") having
the Index Maturity shown on the face hereof as published in
H.15(519), under the heading "Treasury bills - auction average
(investment)" on each Treasury Interest Determination Date (as
12
<PAGE>
defined below) or, if not so published by 9:00 A.M., New York
City time, on the Calculation Date pertaining to such Treasury
Interest Determination Date, the auction average rate (expressed
as a bond equivalent, rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five millionths of
a percentage point rounded upwards, on the basis of a year of 365
or 366 days as applicable, and applied on a daily basis) for such
auction as otherwise announced by the United States Department of
the Treasury, in either case, adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof,
or, by multiplication by the Spread Multiplier, if any, specified
on the face hereof. In the event that the results of the auction
of Treasury bills having the Index Maturity shown on the face
hereof are not published or reported as provided above by 3:00
P.M., New York City time, on such Calculation Date or if no such
auction is held in a particular week, then the Treasury Rate
shall be calculated by the Calculation Agent and shall be a yield
to maturity (expressed as a bond equivalent, rounded, if
necessary, to the nearest one hundred-thousandth of a percentage
point, with five millionths of a percentage point rounded upwards
on the basis of a year of 365 or 366 days as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 P.M., New York City
time, on such Treasury Interest Determination Date, of three
leading primary United States government securities dealers
selected by the Calculation Agent, for the issue of Treasury
bills with a remaining maturity closest to the Index Maturity
shown on the face hereof, adjusted by the addition or subtraction
of the Spread, if any, specified on the face hereof, and/or by
multiplication by the Spread Multiplier, if any, specified on the
face hereof; provided, however, that if the dealers selected as
-------- -------
aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the Treasury Rate will be the Treasury Rate in
effect on such Treasury Interest Determination Date.
Indexed Notes. This Note may be issued with the
-------------
principal amount payable at Maturity and/or with interest payable
hereon on an Interest Payment Date to be determined by reference
to the price or prices of specified securities or commodities,
securities or commodities exchange indices, the relationship
between two or more specified currencies or other factors (each
an "Indexed Note"), as shall be indicated above under "Other
Terms". Specific information pertaining to the method for
determining the principal amount payable at Maturity or the
amount of interest to be paid on an Interest Payment Date with
reference to the specified index shall be included above under
"Other Terms".
Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, shown on the face
hereof. The Calculation Agent shall calculate the interest rate
on this Note in accordance with the foregoing on or before each
Calculation Date. The interest rate on this Note will in no
event be higher than the maximum rate permitted by New York law
as the same may be modified by United States law of general
applicability.
13
<PAGE>
The Calculation Agent will, upon the request of the
Holder of this Note, provide to such Holder the interest rate
hereon then in effect and, if different, the interest rate which
will become effective as a result of a determination made on the
most recent Interest Determination Date.
Unless otherwise indicated on the face hereof and
except as provided below, interest will be payable, in the case
of Notes which reset daily, weekly or monthly, on the third
Wednesday of each month or on the third Wednesday of March, June,
September and December of each year, as indicated on the face
hereof; in the case of Notes which reset quarterly, on the third
Wednesday of March, June, September and December of each year; in
the case of Notes which reset semi-annually, on the third
Wednesday of the two months of each year specified on the face
hereof; and in the case of Notes which reset annually, on the
third Wednesday of the month specified on the face hereof (each
an "Interest Payment Date"), and in each case, at Maturity. If
any Interest Payment Date specified on the face hereof would
otherwise be a day that is not a Business Day, the Interest
Payment Date shall be postponed to the next day that is a
Business Day, except that if (i) the rate of interest on this
Note shall be determined in accordance with the provisions of the
heading "Determination of LIBOR" above, and (ii) such Business
Day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day.
"Business Day" means (i) with respect to any Note, any
day that is not a Saturday or Sunday and that, in The City of New
York, is not a day on which banking institutions generally are
authorized or obligated by law to close, and (ii) if the Note is
denominated in a Specified Currency other than United States
dollars (A) not a day on which banking institutions are
authorized or required by law to close in the financial center of
the country issuing the Specified Currency (which in the case of
Australian dollars shall be Sydney and Melbourne and in the case
of European Currency Units shall be Brussels) and (B) a day on
which banking institutions in such financial center are carrying
out transactions in such Specified Currency, and (iii) if the
rate of interest on this Note shall be determined in accordance
with the provisions of the heading "Determination of LIBOR"
above, any such day on which dealings in deposits in U.S. dollars
are transacted in the London interbank market.
Unless otherwise specified on the face hereof, the
Interest Determination Date pertaining to an Interest Reset Date
if the rate of interest on this Note shall be determined in
accordance with the provisions of the headings (a) "Determination
of Commercial Paper Rate" above (the "Commercial Paper Interest
Determination Date"), (b) "Determination of Federal Funds Rate"
above (the "Federal Funds Interest Determination Date"),
(c) "Determination of CD Rate" above (the "CD Interest
Determination Date") or (d) "Determination of Prime Rate" above
(the "Prime Rate Interest Determination Date") will be the second
Business Day preceding such Interest Reset Date with respect to
this Note. Unless otherwise specified on the face hereof, the
Interest Determination Date pertaining to an Interest Reset Date
if the rate of interest on this Note shall be determined in
14
<PAGE>
accordance with the provisions of the heading "Determination of
LIBOR" above (the "LIBOR Interest Determination Date") will be
the second London Business Day preceding such Interest Reset
Date. Unless otherwise specified on the face hereof, the
Interest Determination Date pertaining to an Interest Reset Date
if the rate of interest on this Note shall be determined in
accordance with the provisions of the heading "Determination of
Treasury Rate" above (the "Treasury Interest Determination Date")
will be the day of the week in which such Interest Reset Date
falls on which Treasury bills would normally be auctioned.
Treasury bills are usually sold at auction on Monday of each
week, unless that day is a legal holiday, in which case the
auction is usually held on the following Tuesday, except that
such auction may be held on the preceding Friday. If, as the
result of a legal holiday, an auction is so held on the preceding
Friday, such Friday will be the Treasury Interest Determination
Date pertaining to the Interest Reset Date occurring in the next
succeeding week. If an auction date shall fall on any Interest
Reset Date for a Treasury Rate Note, then such Interest Reset
Date shall instead be the first Business Day immediately
following such auction date.
Unless otherwise specified on the face hereof, the
Calculation Date pertaining to any Interest Determination Date,
other than with respect to LIBOR Notes, is the earlier of (i) the
tenth day after such Interest Determination Date or, if any such
day is not a Business Day, the next succeeding Business Day, or
(ii) the Business Day preceding the applicable Interest Payment
Date or Maturity, as the case may be.
Unless otherwise specified on the face hereof, interest
payments, if any, will be the amount of interest accrued from and
including the last date in respect of which interest has been
paid or duly provided for (or from and including the Original
Issue Date if no interest has been paid or provided for with
respect to this Note) to but excluding the Interest Payment Date
or the date of Maturity. However, if this is a Note on which the
interest rate is reset daily or weekly, the interest payments
will, unless otherwise specified on the face hereof, include
interest accrued from but excluding the Regular Record Date
through which interest has been paid or duly provided for (or
from and including the Original Issue Date if no interest has
been paid with respect to this Note) through and including the
Regular Record Date next preceding the applicable Interest
Payment Date, except that the interest payment at Maturity will
include interest accrued to but excluding such date. Accrued
interest hereon from the Original Issue Date or from the last
date to which interest hereon has been paid is calculated by
multiplying the face amount hereof by an accrued interest factor.
Such accrued interest factor is computed by adding the interest
factor calculated for each day from the Original Issue Date or
from the last date to which interest shall have been paid, to the
date for which accrued interest is being calculated. The
interest factor (expressed as a decimal rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point, with
five millionths of a percentage point rounded upwards (e.g.,
9.876545% or .09876545 being rounded to 9.87655% or .0987655,
respectively)) for each such day shall be computed by dividing
15
<PAGE>
the interest rate (expressed as a decimal rounded, if necessary,
to the nearest one hundred-thousandth of a percentage point, with
five millionths of a percentage point rounded upwards) applicable
to such day by 360, in the case of the Commercial Paper Rate,
Federal Funds Rate, Prime Rate, CD Rate or LIBOR, or by the
actual number of days in the year in the case of the Treasury
Rate.
If the Company has the option with respect to this Note
to reset the Spread and/or Spread Multiplier, such option will be
indicated on the face hereof, together with (i) the date or dates
on which such Spread and/or Spread Multiplier may be reset (each
an "Optional Reset Date") and (ii) the basis or formula, if any,
for such resetting. The Company may exercise such option by
notifying the Trustee of such exercise at least 45 but not more
than 60 days prior to an Optional Reset Date. Not later than 40
days prior to such Optional Reset Date, the Trustee will mail to
the Holder hereof a notice (the "Reset Notice"), first class,
postage prepaid, setting forth (i) the election of the Company to
reset the Spread and/or Spread Multiplier, (ii) such new Spread
and/or Spread Multiplier, and (iii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the
next Optional Reset Date or, if there is no such next Optional
Reset Date, to the Stated Maturity of this Note (each such period
a "Subsequent Interest Period"), including the date or dates on
which or the period or periods during which and the price or
prices at which such redemption may occur during such Subsequent
Interest Period.
Notwithstanding the foregoing, not later than 20 days
prior to an Optional Reset Date, the Company may, at its option,
revoke the Spread and/or Spread Multiplier provided for in the
Reset Notice and establish a higher Spread and/or Spread
Multiplier for the Subsequent Interest Period commencing on such
Optional Reset Date by mailing or causing the Trustee to mail
notice of such higher Spread and/or Spread Multiplier first
class, postage prepaid, to the Holder hereof. Such notice shall
be irrevocable. If the Spread and/or Spread Multiplier is reset
on an Optional Reset Date this Note will bear such higher Spread
and/or Spread Multiplier.
If the Company elects to reset the Spread and/or Spread
Multiplier of this Note, the Holder hereof will have the option
to elect repayment of this Note by the Company on any Optional
Reset Date at a price equal to the principal amount hereof plus
any accrued interest to such Optional Reset Date. In order for
this Note to be so repaid on an Optional Reset Date, the Holder
hereof must follow the procedures set forth below for optional
repayment, except that the period for delivery of this Note or
notification to the Trustee shall be at least 25 but not more
than 35 days prior to such Optional Reset Date and except that a
Holder who has tendered this Note for repayment pursuant to a
Reset Notice may, by written notice to the Trustee, revoke any
such tender for repayment until the close of business on the
tenth day prior to such Optional Reset Date.
16
<PAGE>
If the Company has the option to extend the Stated
Maturity of this Note for one or more periods (each an "Extension
Period") up to but not beyond the date (the "Final Maturity
Date") set forth on the face hereof, such option will be
indicated on the face hereof together with the basis or formula,
if any, for setting the Spread and/or Spread Multiplier
applicable to any such Extension Period. The Company may
exercise such option with respect to this Note by notifying the
Trustee of such exercise at least 45 but not more than 60 days
prior to the Stated Maturity in effect prior to the exercise of
such option (the "Original Stated Maturity"). No later than 40
days prior to the Original Stated Maturity, the Trustee will mail
to the Holder hereof a notice (the "Extension Notice") relating
to such Extension Period, first class, postage prepaid, setting
forth (i) the election of the Company to extend the Stated
Maturity hereof, (ii) the new Stated Maturity, (iii) the Spread
and/or Spread Multiplier applicable to the Extension Period, and
(iv) the provisions, if any, for redemption during the Extension
Period, including the date or dates on which or the period or
periods during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the
mailing by the Trustee of an Extension Notice to the Holder of
this Note, the Stated Maturity of this Note shall be extended
automatically as set forth in the Extension Notice, and, except
as modified by the Extension Notice and as described in the next
paragraph, this Note will have the same terms as prior to the
mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days
prior to the Original Stated Maturity for this Note, the Company
may, at its option, revoke the Spread and/or Spread Multiplier
provided for in the Extension Notice and establish a higher
Spread and/or Spread Multiplier for the Extension Period by
mailing or causing the Trustee to mail notice of such higher
Spread and/or Spread Multiplier first class, postage prepaid, to
the Holder hereof. Such notice shall be irrevocable. All Notes
with respect to which the Stated Maturity is extended will bear
such higher Spread and/or Spread Multiplier for the Extension
Period.
If the Company elects to extend the Stated Maturity of
this Note, the Holder hereof will have the option to elect
repayment of this Note by the Company at the Original Stated
Maturity at a price equal to the principal amount hereof plus any
accrued interest to such date. In order for this Note to be so
repaid on the Original Stated Maturity, the Holder hereof must
follow the procedures set forth below for optional repayment,
except that the period for delivery of this Note or notification
to the Trustee shall be at least 25 but not more than 35 days
prior to the Original Stated Maturity and except that a Holder
who has tendered this Note for repayment pursuant to an Extension
Notice may, by written notice to the Trustee, revoke any such
tender for repayment until the close of business on the tenth day
prior to the Original Stated Maturity.
Unless one or more Redemption Dates is specified on the
face hereof, this Note shall not be redeemable at the option of
the Company before the Maturity Date specified on the face
17
<PAGE>
hereof. If one or more Redemption Dates (or ranges of Redemption
Dates) is so specified, this Note is subject to redemption on any
such date (or during any such range) at the option of the
Company, upon notice by first-class mail, mailed not less than 30
days nor more than 60 days prior to the Redemption Date specified
in such notice, at the applicable Redemption Price specified on
the face hereof (expressed as a percentage of the principal
amount of this Note), together in the case of any such redemption
with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is prior to the Redemption
Date will be payable to the Holder of this Note, or one or more
Predecessor Notes, of record at the close of business on the
relevant Regular or Special Record Dates referred to on the face
hereof, all as provided in the Indenture. The Company may elect
to redeem less than the entire principal amount hereof, provided
that the principal amount, if any, of this Note that remains
outstanding after such redemption is an Authorized Denomination
as defined herein.
Unless one or more Repayment Dates is specified on the
face hereof, this Note shall not be repayable at the option of
the Holder on any date prior to the Maturity Date specified on
the face hereof. If one or more Repayment Dates (or ranges of
Repayment Dates) is so specified, this Note is subject to repay-
ment on any such date (or during any such range) at the option of
the Holder at the applicable Repayment Price specified on the
face hereof (expressed as a percentage of the principal amount of
this Note), together in the case of any such repayment with
accrued interest to the Repayment Date, but interest installments
whose Stated Maturity is prior to the Repayment Date will be
payable to the Holder of this Note, or one or more Predecessor
Notes, of record at the close of business on the relevant Regular
or Special Record Dates referred to on the face hereof, all as
provided in the Indenture. For this Note to be repaid at the
option of the Holder, the Trustee must receive at the principal
office of its Corporate Trust Department in The City of New York,
at least 30 days but not more than 45 days prior to the Repayment
Date on which this Note is to be repaid, this Note and a
statement that the option to elect repayment is being exercised
thereby. Exercise of the repayment option by the Holder shall be
irrevocable except to the extent permitted in connection with an
interest rate reset or an extension of maturity, each as
described above. The repayment option with respect to this Note
may be exercised by the Holder for less than the entire principal
amount hereof, provided that the principal amount, if any, of
--------
this Note that remains outstanding after such repayment is an
Authorized Denomination as defined herein.
[Insert if the Security is to be a Certificated
Security -- In the event of redemption or repayment of this Note
in part only, a new Note or Notes of this series and of like
tenor and for a principal amount equal to the unredeemed or
unrepaid portion will be delivered to the registered Holder upon
the cancellation hereof.]
[Insert if the Security is to be a Global Security--
In the event of redemption or repayment of this Note in part
only, the principal amount shall be reduced.]
18
<PAGE>
If this is a Foreign Currency Note to be paid in United
States dollars, the United States dollar amount to be received in
respect hereof will be based upon the exchange rate as determined
by the Exchange Rate Agent based on the highest firm bid
quotation for United States dollars received by such Exchange
Rate Agent at approximately 11:00 A.M. New York City time on the
second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers in The City of New York
selected by the Exchange Rate Agent and approved by the Company
(one of which may be the Exchange Rate Agent) for the purchase by
the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such
payment date in respect of this Note. If no such bid quotations
are available, payments will be made in the Specified Currency,
unless such Specified Currency is unavailable due to the
imposition of exchange controls or to other circumstances beyond
the Company's control, in which case the Company will be entitled
to make payments in respect hereof in United States dollars as
provided below. All currency exchange costs will be borne by the
Holder hereof by deductions from such payments.
If a Holder is to receive payments in a Specified
Currency other than United States dollars as described on the
face hereof, payments of principal of (and premium, if any) and
interest will be paid in immediately available funds by wire
transfer to an account maintained by the Holder with a bank
located in the country issuing the Specified Currency (or, with
respect to Notes denominated in European Currency Units, to an
ECU account) or other jurisdiction acceptable to the Company and
the Trustee as shall have been designated by the Holder (which in
the case of Global Securities will be the Depositary or its
nominee) on or prior to the Regular Record Date or at least 15
days prior to Maturity, as the case may be, provided, however,
-------- -------
that with respect to payments of principal and premium, if any,
and interest at Maturity this Note is presented to the Trustee in
time for the Trustee to make such payment in accordance with its
normal procedures, which shall require presentation no later than
two Business Days prior to Maturity in order to ensure the
availability of immediately available funds in the Specified
Currency at Maturity.
If payment on this Note is required to be made in a
Specified Currency other than United States dollars and such
currency is unavailable in the good faith judgment of the Company
due to the imposition of exchange controls or to other circum-
stances beyond the Company's control, or is no longer used by the
government of the country issuing such currency or for the
settlement of transactions by public institutions of or within
the international banking community, then all payments with
respect to this Note shall be made in United States dollars until
such currency is again available or so used. The amount so
payable on any date in such Specified Currency shall be converted
into United States dollars at a rate determined by the Exchange
Rate Agent on the basis of the Market Exchange Rate on the second
Business Day prior to such payment, or, if the Market Exchange
Rate is not then available, the most recently available Market
Exchange Rate or as otherwise determined in good faith by the
Company if the foregoing is impracticable.
19
<PAGE>
If this is a Foreign Currency Note, in the event of an
official redenomination of such foreign currency (including,
without limitation, an official redenomination of a foreign
currency that is a composite currency) the obligations of the
Company with respect to payments on this Note denominated in such
currency shall, in all cases, be deemed immediately following
such redenomination to provide for the payment of that amount of
redenominated currency representing the amount of such
obligations immediately before such redenomination. No
adjustment will be made to any amount payable under this Note as
a result of (a) any change in the value of a foreign currency
relative to any other currency due solely to fluctuations in
exchange rates or (b) any redenomination of any component
currency of any composite currency (unless such composite
currency is itself officially redenominated).
If an Event of Default with respect to Notes of this
series shall occur and be continuing, the principal of the Notes
of this series may be declared due and payable in the manner and
with the effect provided in the Indenture. Unless otherwise
specified on the face hereof, if any Original Issue Discount Note
(as defined below) is redeemed by the Company or repaid at the
option of the Holder, each as described above, or if the
principal of any Original Issue Discount Note is declared to be
due and payable immediately pursuant to this paragraph, the
amount of principal due and payable with respect to this Note
shall be limited to the sum of the aggregate principal amount of
this Note multiplied by the Issue Price (expressed as a percent-
age of the aggregate principal amount) plus the original issue
discount accrued from the date of issue to the date of redemp-
tion, repayment or declaration, as applicable, which accrual
shall be calculated using the "interest method" (computed in
accordance with generally accepted accounting principles) in
effect on the date of redemption, repayment or declaration.
Unless otherwise specified on the face hereof, an Original Issue
Discount Note is a Note which has a stated redemption price at
maturity that exceeds its Issue Price by at least 0.25% of the
stated redemption price at maturity, multiplied by the number of
complete years from the Original Issue Date to the Maturity Date
for this Note.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Notes of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than 66 2/3% in principal
amount of the Notes at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Notes
of each series at the time Outstanding, on behalf of the Holders
of all Notes of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer
20
<PAGE>
hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on
this Note at the times, places and rate, and in the coin or
currency, herein prescribed. However, the Indenture limits the
Holder's right to enforce the Indenture and this Note.
As provided in the Indenture and subject to certain
limitations set forth therein and as may be set forth on the face
hereof, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of
transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this
Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more
new Notes of this series of like tenor, of Authorized
Denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
[Insert if the Security is a Global Security --This
Note is a Global Note and shall be exchangeable for Notes regis-
tered in the names of Persons other than the Depositary with
respect to this Global Note or its nominee only if (A) such
Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Global Note or at any time ceases
to be a clearing agency registered as such under the Securities
Exchange Act of 1934, as amended, (B) the Company in its
discretion executes and delivers to the Trustee a Company Order
that this Global Note shall be exchangeable or (C) there shall
have occurred and be continuing an Event of Default with respect
to the Notes. If this Global Note is exchangeable pursuant to
the preceding sentence, it shall be exchangeable for Notes
issuable in denominations of $1,000 and any integral multiple of
$1,000 in excess thereof, registered in such names as such
Depositary shall direct.]
The Notes of this series are issuable, in the case of
Notes denominated in United States dollars, in denominations of
U.S. $1,000 and any integral multiple of U.S. $10,000 in excess
thereof and, in the case of Notes denominated in a Specified
Currency other than United States dollars, in the authorized
denominations set forth on the face hereof (in each case, an
"Authorized Denomination"). As provided in the Indenture and
subject to certain limitations set forth therein and as may be
set forth on the face hereof, Notes of this series are
exchangeable for a like aggregate principal amount of Notes of
this series of like tenor of a different Authorized Denomination,
as requested by the Holder surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may require
21
<PAGE>
payment of a sum sufficient to cover any tax or other govern-
mental charge payable in connection therewith.
The Notes of this series may be issued in the form of
one or more Global Securities to The Depository Trust Company as
depositary for the Global Securities of this series (the
"Depositary") or its nominee and registered in the name of the
Depositary or such nominee.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether
or not this Note is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
-------------------
22
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as
though they were written out in full according to applicable laws
or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT - _______________ Custodian _______________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
_________________________________
(State)
Additional abbreviations may also be used though not in the above
list.
_________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
/_________________/________________________________________________
___________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP
CODE OF ASSIGNEE
___________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing attorney to
transfer said Note on the books of the Company, with full power
of substitution in the premises.
___________________________________________
Dated:______________ NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within instrument
in every particular, without alteration
or enlargement or any change whatever.
23
<PAGE>
EXHIBIT 5
[LETTER OF ORRICK, HERRINGTON & SUTCLIFFE]
June 22, 1994
Caterpillar Financial Services Corporation
3322 West End Avenue
Nashville, Tennessee 37203-0983
Re: Caterpillar Financial Services Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3 (the "Registration Statement"), in the form being filed with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended (the "Act") of $1,000,000,000 aggregate principal amount
of Debt Securities (the "Debt Securities") of Caterpillar Financial Services
Corporation, a Delaware corporation (the "Company"). The Debt Securities are to
be issued under an Indenture, dated as of April 15, 1985, as supplemented by a
First Supplemental Indenture, dated as of May 22, 1986, a Second Supplemental
Indenture, dated as of March 15, 1987, a Third Supplemental Indenture, dated as
of October 2, 1989, and a Fourth Supplemental Indenture, dated as of October 1,
1990 (collectively, the "Indenture"), between the Company and Morgan Guaranty
Trust Company of New York, as trustee (the "Trustee"), forms of which are
included as exhibits to the Registration Statement. The Debt Securities are to
be issued in substantially the forms filed as exhibits to the Registration
Statement (with maturities, interest rates and other terms of the Debt
Securities appropriately filled in). The Debt Securities are to be sold from
time to time as set forth in the Registration Statement, any amendment thereto,
the prospectus contained therein (the "Prospectus") and any supplements to the
Prospectus (the "Prospectus Supplements").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed.
Based on such examination, we are of the opinion that when the issuance of the
Debt Securities have been duly authorized by appropriate corporate action and
the Debt Securities have been duly completed, executed, authenticated and
<PAGE>
Caterpilar Financial Services Corporation
June 22, 1994
Page 2
delivered in accordance with the Indenture and sold as described in the
Registration Statement, any amendment thereto, the Prospectus and any Prospectus
Supplement relating thereto, the Debt Securities will be legal, valid, and
binding obligations of the Company, entitled to the benefits of the Indenture.
Our opinion that the Debt Securities are legal, valid, and binding is
qualified as to limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or other laws relating to or
affecting the enforcement of creditors' rights generally; and general principles
of equity, including without limitation concepts of materiality, reasonableness,
good faith and fair dealing, and the possible unavailability of specific
performance or injunctive relief, regardless of whether such enforceability is
considered in a proceeding in equity or at law.
We express no opinion as to matters of law in jurisdictions other than
the State of New York, the federal law of the United States, and the corporate
law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in the Registration Statement, the Prospectus, any Prospectus
Supplement, and in any amendment or supplement thereto. In giving such consent,
we do not consider that we are "experts" within the meaning of such term as used
in the Act or the rules and regulations of the Securities and Exchange
Commission issued thereunder with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE
ORRICK, HERRINGTON & SUTCLIFFE
2
<PAGE>
EXHIBIT 12
CATERPILLAR FINANCIAL SERVICES CORPORATION
STATEMENT SETTING FORTH COMPUTATION OF RATIO
OF PROFIT TO FIXED CHARGES
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEARS ENDED DECEMBER 31,
------------------- --------------------------------------
MARCH 31, MARCH 31,
1994 1993 1993 1992 1991 1990 1989
--------- --------- ------ ------ ------ ------ ------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Income before cumulative
effect of change in ac-
counting for income
taxes.................. $ 6.4 $10.0 $37.8 $ 34.0 $ 28.5 $ 26.2 $ 21.2
Add:
Provision for income
taxes................. 3.5 5.3 21.3 17.6 14.4 12.0 8.3
Deduct:
Equity in profit of
partnerships.......... (.4) (.5) (1.6) (1.7) (1.8) (1.8) (1.9)
----- ----- ------ ------ ------ ------ ------
Profit before taxes..... $ 9.5 $14.8 $57.5 $ 49.9 $ 41.1 $ 36.4 $ 27.6
===== ===== ====== ====== ====== ====== ======
Fixed charges:
Interest on borrowed
funds................. $45.9 $42.3 $173.1 $174.4 $176.3 $153.2 $121.5
Rentals--at computed
interest*............. .3 .3 1.2 1.0 1.3 .6 .5
----- ----- ------ ------ ------ ------ ------
Total fixed charges..... $46.2 $42.6 $174.3 $175.4 $177.6 $153.8 $122.0
===== ===== ====== ====== ====== ====== ======
Profit before taxes plus
fixed charges.......... $55.7 $57.4 $231.8 $225.3 $218.7 $190.2 $149.6
===== ===== ====== ====== ====== ====== ======
Ratio of profit before
taxes plus fixed
charges to fixed
charges................ 1.21 1.35 1.33 1.28 1.23 1.24 1.23
===== ===== ====== ====== ====== ====== ======
</TABLE>
- --------
*Those portions of rent expense that are representative of interest cost.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated January 21, 1994 appearing on page 15 of the Caterpillar Financial
Services Corporation Annual Report on Form 10-K for the year ended December 31,
1993. We also consent to the reference to us under the heading "Experts" in
such Prospectus.
/s/ PRICE WATERHOUSE
PRICE WATERHOUSE
Memphis, Tennessee
June 22, 1994
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
EACH OF THE UNDERSIGNED HEREBY APPOINTS ANY ONE OF JAMES S. BEARD, F. LYNN
MCPHEETERS, FRANK C. CARDER, AND NANCY L. SNOWDEN AS HIS ATTORNEY-IN-FACT, EACH
ACTING ALONE, WITH FULL POWERS OF SUBSTITUTION AND RESUBSTITUTION, TO EXECUTE
FOR EACH OF THE UNDERSIGNED AND IN HIS NAME AND CAPACITY WITH CATERPILLAR
FINANCIAL SERVICES CORPORATION AS LISTED BELOW, AND TO FILE ANY OF THE
DOCUMENTS HEREINAFTER DESCRIBED RELATING TO THE ISSUANCE AND OFFERING OF THE
COMPANY'S DEBT SECURITIES UP TO A TOTAL OF US$1,000,000,000 OR ITS EQUIVALENT
IN THE CURRENCY OF COUNTRIES OTHER THAN THE UNITED STATES (INCLUDING IN SUCH
AMOUNT THE OFFERING PRICE RATHER THAN THE FACE VALUE OF ANY SUCH SECURITIES
SOLD AT A DISCOUNT FROM FACE VALUE), SUCH DOCUMENTS BEING: A REGISTRATION
STATEMENT TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, ANY AND ALL
OTHER DOCUMENTS REQUIRED TO BE FILED WITH RESPECT THERETO WITH ANY REGULATORY
AUTHORITY, AND ALL AMENDMENTS TO ANY OF THE FOREGOING, WITH ALL EXHIBITS AND
DOCUMENTS REQUIRED TO BE FILED IN CONNECTION THEREWITH. THE UNDERSIGNED FURTHER
GRANTS UNTO SAID ATTORNEYS, EACH ACTING ALONE, WITH FULL POWERS OF SUBSTITUTION
AND RESUBSTITUTION, FULL POWER AND AUTHORITY TO ACCOMPLISH THE FOREGOING
REGISTRATION AS FULLY AS THE UNDERSIGNED MIGHT DO.
DATED AS OF THIS 22ND DAY OF JUNE, 1994.
SIGNATURE TITLE
--------- -----
/s/ James S. Beard President, Director and
- ------------------------------------- Principal Executive Officer
James S. Beard
/s/ F. Lynn McPheeters Executive Vice President
- ------------------------------------- and Director
F. Lynn McPheeters
/s/ James W. Wogsland Director
- -------------------------------------
James W. Wogsland
/s/ K. C. Springer Controller and Principal
- ------------------------------------- Accounting Officer
K. C. Springer
/s/ Frank C. Carder Treasurer and Principal
- ------------------------------------- Financial Officer
Frank C. Carder
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) _____
__________
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5123346
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
60 Wall Street, New York, NY 10260
(Address of principal executive offices) (Zip Code)
__________
Sharon W. Lindsay, Esq.
Morgan Guaranty Trust Company of New York
60 Wall Street, 39th Floor
New York, NY 10260
(212) 648-3393
(Name, address and telephone number of agent for service)
__________
CATERPILLAR FINANCIAL SERVICES CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 37-1105865
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3322 West End Avenue 37203
Nashville, Tennessee (Zip Code)
(Address of principal executive offices)
__________
DEBT SECURITIES
(Title of the indenture securities)
<PAGE>
Item 1. GENERAL INFORMATION.
Furnish the following information as to the trustee --
(a) Name and address of each examining or supervising authority to
which it is subject.
Name Address
---- -------
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, DC
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
Item 3. LIST OF EXHIBITS.
Exhibit 1. Charter of Morgan Guaranty Trust Company of New York, as
amended to date (which among other things grants to Morgan
Guaranty Trust Company of New York the authority to commence
business and exercise corporate trust powers), incorporated
herein by reference to Exhibit 1 of Form T-1, Registration
No. 33-63794.
Exhibit 2. By-Laws of Morgan Guaranty Trust Company of New York, as
amended to date; incorporated herein by reference to Exhibit 4
of Form T-1; Registration No 33-63794
Exhibit 3. Copy of Indenture dated as of April 15, 1985 referred to
in item 4 incorporated herein by reference to Registration
No. 2-96479.
Exhibit 4. Consent of Morgan Guaranty Trust Company of New York
required by Section 321(b) of the Act; incorporated herein by
reference to Exhibit 6 of Form T-1; Registration No. 33-66344.
Exhibit 5. Report of Condition of Morgan Guaranty Trust Company of
New York as of the close of business March 31, 1994 published
pursuant to law or the requirements of it's supervising or
examining authority.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Morgan Guaranty Trust Company of New York, a
corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by
the undersigned, thereunto duly authorized, all in The City of New York,
and State of New York, on the 22nd day of June, 1994.
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
BY: /S/BETH ANDREWS
---------------
BETH ANDREWS
VICE PRESIDENT
<PAGE>
MORGAN GUARANTY TRUST COMPANY
EXHIBIT 5
- ---------
of New York, and foreign and domestic subsidiaries
Consolidated Report of Condition at the close of business
March 31, 1994
A state banking institution organized and operating under the banking laws
of this state and a member of Reserve District No. 2 of the Federal Reserve
System. This report is published in accordance with a call made by the State
Banking Authority and by the Federal Reserve Bank of this District.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN THOUSANDS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.......................... $ 1,695,930
Interest-bearing balances .................................................. 2,552,688
Securities:
Held-to-maturity securities................................................. 0
Available-for-sale securities............................................... 16,961,476
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and
in IBFs:
Federal funds sold.......................................................... 1,697,358
Securities purchased under agreements to resell............................. 0
Loans and lease financing receivables:
Loans and leases, net of unearned income.................................... $ 36,984,709
Less: Allowance for loan and lease losses................................... 1,035,137
Loans and leases, net of unearned income, allowance, and reserve................. 35,949,572
Assets held in trading accounts.................................................. 52,165,305
Premises and fixed assets (including capitalized leases)......................... 1,682,942
Other real estate owned.......................................................... 542
Investments in unconsolidated subsidiaries and associated companies.............. 102,112
Customer's liability to this bank on acceptances outstanding..................... 609,955
Intangible assets................................................................ 2,915
Other assets..................................................................... 25,216,278
------------
Total assets................................................................ $138,637,073
============
LIABILITIES
Deposits:
In domestic offices........................................................... $ 6,567,168
Noninterest-bearing......................................................... $ 4,741,822
Interest-bearing............................................................ 1,825,346
In foreign offices, Edge and Agreement subsidiaries, and IBFs................. 38,954,736
Noninterest-bearing......................................................... 626,427
Interest-bearing............................................................ 38,328,309
Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement subsidiaries,
and IBFs:
Federal funds purchased....................................................... 5,535,515
Securities sold under agreements to repurchase................................ 8,254,898
Trading Liabilities.............................................................. 29,016,183
Other borrowed money:
With original maturity of one year or less.................................... 18,600,678
With original maturity of more than one year.................................. 2,180,558
Mortgage indebtedness and obligations under capitalized leases................... 5,765
Bank's liability on acceptances executed and outstanding......................... 616,525
Subordinated notes and debentures................................................ 2,170,280
Other liabilities................................................................ 19,639,041
------------
Total liabilities........................................................... $131,541,347
============
Equity Capital
Common Stock.................................................................... $ 250,000
Surplus......................................................................... 2,419,745
Undivided profits and capital reserves.......................................... 4,120,966
Net unrealized holding gains (losses) on available-for-sale securities.......... 308,653
Cumulative foreign currency translation adjustments............................. (3,658)
------------
Total equity capital....................................................... 7,095,726
------------
Total liabilities, limited-life preferred stock, and equity capital....... $138,637,073
============
</TABLE>
I, David H. Sidwell, Senior Vice President and Controller of the above named
bank, do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and the State Banking Authority and is true to the best
of my knowledge and belief.
DAVID H. SIDWELL
<PAGE>
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the State
Banking Authority and is true and correct.
KURT F. VIERMETZ
ROBERT G. MENDOZA
DOUGLAS A. WARNER III
DIRECTORS
