<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1995
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 STREET
SAN FRANCISCO, CALIFORNIA 94111 NEW YORK, NEW YORK 10004
----------------
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
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Secu-
rities... $2,000,000,000* 100%*** $2,000,000,000*** $689,660
</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 $2,000,000,000 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
$2,000,000,000.
** 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
$2,000,000,000. 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 May , 1995
<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, 1994
and the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1995, 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 and rental fleets. At March 31, 1995, the
percentages of total value of the Company's portfolio represented by these
financing plans were as follows: installment sale contracts, 25%; non-tax
(financing) leases, 21%; tax-oriented leases, 19%; customer loans, 18%;
wholesale finance, 8%; dealer loans, 6%; 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, Sweden, France, the United Kingdom,
Spain and the United States. 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, mining and agricultural 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 extraordinary items and effects of
accounting changes of $(218) million, $681 million, and $955 million for 1992,
1993, and 1994, respectively, on sales and revenues of $10.19 billion, $11.62
billion, and $14.33 billion, respectively. Caterpillar reported profits of $300
million on sales and revenues of $3.91 billion for the first three months of
1995 as compared with profits of $192 million on sales and revenues of $3.29
billion for the first three months of 1994. 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. The amount of such
charges was $1.9 million, $2.1 million, and $2.2 million for the years ended
December 31, 1992, 1993, and 1994, respectively. The Company also reimburses
Caterpillar for certain corporate services which amounted to $2.0 million, $2.1
million and $1.7 million for the years ended December 31, 1992, 1993 and 1994,
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 1994, the
Company recorded receivables of $37.2 million from Caterpillar and its
subsidiaries relative to such programs, compared with $7.9 million in 1993 and
$5.7 million in 1992.
PURCHASE OF RECEIVABLES
The Company has agreements with a subsidiary of Caterpillar to purchase, at a
discount, some or all of this subsidiary's receivables generated by sales of
products to Caterpillar dealers in Germany, Austria, and the Czech Republic.
These purchases (dealer floor planning) in 1994, 1993 and 1992 totaled $190.9
million, $210.2 million and $201.7 million, respectively. At December 31, 1994,
1993, and 1992, wholesale notes receivable balances related to floor planning
were $160.1 million, $124.1 million, and $49.3 million, respectively.
SUPPORT AGREEMENT
Through April 30, 1995, Caterpillar has provided the Company with equity
contributions totaling $325.0 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 $86.4 million from Caterpillar and its
subsidiaries, and Caterpillar and its subsidiaries may borrow up to $86.4
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, 1995, December 31, 1994, and March 31, 1994, the
Company had no outstanding borrowings or loans receivable under these
agreements.
The Company also has forward exchange contracts with a subsidiary of
Caterpillar to hedge its U.S. dollar denominated borrowings in Australia
against currency fluctuations. These contracts generally have maturities not
exceeding 90 days. At March 31, 1995, the Company had forward exchange
contracts with such subsidiary totaling $173.5 million.
4
<PAGE>
TAX SHARING AGREEMENTS
The Company has a tax sharing agreement with Caterpillar in which Caterpillar
collects from or pays to the Company its allocated share of any consolidated
U.S. income tax liability or credit applicable to any period for which the
Company is included as a member of the consolidated group. A similar agreement
exists between Caterpillar Financial Australia Limited and Caterpillar of
Australia Ltd. with respect to taxes payable in Australia.
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, 1992, 1993, and 1994, and the three months ended March 31,
1994 and March 31, 1995, 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,
1994 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 1995
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, 1990 and 1991, 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, 1994 and March 31, 1995 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, 1995 are not necessarily indicative of results to be expected for the
entire year 1995.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN MILLIONS
--------------------------------------------------------------------
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED
-------------------------------------------- -----------------------
MARCH 31, MARCH 31,
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- -------- -------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Wholesale finance in-
come.................. $ -- $ -- $ 4.1 $ 5.8 $ 25.3 $ 2.4 $ 10.7
Retail finance income.. 200.0 227.7 235.2 246.4 275.2 66.1 82.5
Rental income.......... 64.1 78.0 88.7 95.7 124.2 29.0 35.0
Other income........... 7.2 10.7 15.5 16.7 22.3 4.7 14.9
-------- -------- -------- -------- -------- -------- --------
Total Revenues....... 271.3 316.4 343.5 364.6 447.0 102.2 143.1
-------- -------- -------- -------- -------- -------- --------
Expenses:
Interest............... 153.2 176.3 174.4 173.1 212.1 45.9 66.3
Depreciation........... 44.9 54.4 63.1 69.6 94.4 21.9 26.7
General, operating,
and administrative.... 21.6 29.6 32.9 41.7 47.2 10.7 13.9
Provision for credit
losses................ 13.4 13.2 20.4 20.8 23.2 5.0 6.1
Other expense.......... -- -- 1.1 1.0 19.3 9.0 1.2
-------- -------- -------- -------- -------- -------- --------
Total Expenses....... 233.1 273.5 291.9 306.2 396.2 92.5 114.2
-------- -------- -------- -------- -------- -------- --------
Income before income
taxes, minority
interest, and
cumulative effect of
change in accounting
for income taxes 38.2 42.9 51.6 58.4 50.8 9.7 28.9
Provision for income
taxes.................. 12.0 14.4 17.6 21.3 19.3 3.5 11.1
Minority interest in
losses of subsidiary... -- -- -- 0.7 0.7 0.2 --
-------- -------- -------- -------- -------- -------- --------
Income before cumulative
effect of change in
accounting for income
taxes 26.2 28.5 34.0 37.8 32.2 6.4 17.8
Cumulative effect of
change in accounting
for income taxes....... -- -- 2.6 -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Net income.............. $ 26.2 $ 28.5 $ 36.6 $ 37.8 $ 32.2 $ 6.4 $ 17.8
======== ======== ======== ======== ======== ======== ========
Ratio of profit to fixed
charges*............... 1.24 1.23 1.28 1.33 1.23 1.21 1.43
Total assets (end of
period)................ $2,173.2 $2,489.0 $2,843.3 $3,564.7 $4,511.2 $3,737.0 $4,682.2
Long-term debt (end of
period)................ 773.7 876.3 995.9 1,410.4 1,675.7 1,489.3 1,764.7
Total stockholder's
equity (end of period). 274.1 312.9 354.0 418.0 503.1 426.2 556.4
</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
1994 RESULTS
Total revenues for 1994 were $447.0 million, a 23% increase over 1993
revenues of $364.6 million. The increase in revenues was primarily the result
of earnings from the larger portfolio which increased to $4,437.6 million at
December 31, 1994 from $3,522.1 million at December 31, 1993.
New retail financing during 1994 totaled $2,183.4 million, a 14% increase
over the $1,916.9 million financed in 1993 and a 43% increase over the 1992 new
business of $1,531.8 million. These increases were due primarily to increased
dealer deliveries of Caterpillar construction machines in the markets served by
the Company. The Company had wholesale financing during 1994 of $821.5 million
compared with $228.2 million for 1993. The increase was due to the introduction
of a new financing program supporting Caterpillar dealer rental fleets in North
America.
Revenues from operations in the United States were more than 75% of total
revenues in 1994. Net income from operations in the United States was more than
90% of total net income in 1994. 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, 1994
incorporated by reference herein.
The annualized interest rate on finance receivables (computed by dividing
finance income by the average monthly finance receivable balances) was 8.6% for
1994 compared with 9.1% for 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.
Other income of $22.3 million for 1994 included fees, gains on sales of
equipment returned from lease, income from and gain on sale of receivables, and
other miscellaneous income. The increase of $5.6 million for 1994 was primarily
due to servicing fees and other income related to receivables sold in the
second quarter of 1994 and the gain on sale of these receivables, and a higher
amount of fees related to guarantees of securities of certain Caterpillar
dealers.
Interest expense for 1994 was $212.1 million, $39.0 million higher than 1993
due to increased borrowings to support the larger portfolio. This increase was
partially offset by lower borrowing rates as the average cost of borrowed funds
was 6.2% in 1994 compared with 6.5% in 1993.
Depreciation expense increased from $69.6 million in 1993 to $94.4 million in
1994 due to the increase in equipment on operating leases which, computed as a
monthly average balance, increased 23%.
General, operating, and administrative expenses increased $5.5 million over
1993 primarily due to staff-related and other expenses required for expansion
into Europe and to service the larger portfolio. The Company's full-time
employment increased from 361 at the end of 1993 to 414 at December 31, 1994.
Provision for credit losses increased from $20.8 million in 1993 to $23.2
million in 1994. This increase reflected increased levels of new retail
business for 1994. Receivables, net of recoveries, of $13.2 million were
written off against the allowance for credit losses during 1994 compared with
$18.8 million during 1993. Receivables past due over 30 days increased slightly
to 2.2% of total receivables at December 31, 1994 compared with 1.9% at
December 31, 1993. The allowance for credit losses is monitored to provide for
an amount which, in management's judgment, will be adequate to
7
<PAGE>
cover uncollectible receivables. At December 31, 1994, the allowance for credit
losses was $49.5 million which was 1.2% of finance receivables, net of unearned
income (1.4% excluding wholesale receivables), compared with $41.5 million and
1.3% (1.4% excluding wholesale receivables) at December 31, 1993, respectively.
Other expense of $19.3 million for 1994 primarily resulted from recording
$18.0 million of unrealized losses on interest rate caps and swaptions written
by the Company. The Company has marked to market the written cap agreements.
The Company is continuing to manage the written caps on an economic basis. This
will lead to future mark-to-market gains or losses.
The effective income tax rate for 1994 was 38% compared with 36% for 1993.
For information on this change, 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, 1994.
Net income in 1994 was $32.2 million, compared with $37.8 million in 1993.
The decrease in net income resulted primarily from an $11.5 million mark-to-
market after-tax unrealized charge for interest rate caps and swaptions written
by the Company. This decrease was partially offset by increased earnings from a
larger portfolio.
THREE MONTHS 1995 RESULTS
Total revenues for the first quarter of 1995 were $143.1 million, a 40%
increase over 1994 first quarter revenues of $102.2 million. The increase in
revenues was primarily the result of earnings from the larger portfolio which
increased to $4,569.5 million at March 31, 1995 from $3,688.0 million at
March 31, 1994 and from recording unrealized gains of $6.5 million on interest
rate caps written by the Company.
The Company financed new retail business transactions totaling $609.5 million
during the first quarter of 1995 compared with $441.2 million during the first
quarter of 1994. New retail financing in the first quarter of 1995 was higher
than the first quarter of 1994 levels primarily due to financing increased
dealer deliveries of Caterpillar construction machines in the United States.
The Company had wholesale financing during the first quarter of 1995 of $423.3
million, compared with $82.3 million for the first quarter of 1994. The
increase was primarily due to expansion of the Caterpillar dealer rental fleet
financing program in North America.
The annualized interest rate on finance receivables (computed by dividing
annualized finance income by the average monthly finance receivable balances)
was 9.0% for the first quarter of 1995 compared with 8.7% for the first quarter
of 1994. 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.
Other income of $14.9 million for the first quarter of 1995 included
unrealized gains on interest rate caps written by the Company, fees, gains on
sales of equipment returned from lease, gain on sale of receivables (see
"Capital Resources and Liquidity" below), and other miscellaneous income. The
increase of $10.2 million during the first quarter of 1995, as compared with
the same period in 1994, was primarily due to recording unrealized gains on
interest rate caps written by the Company and due to the gain on receivables
sold.
First quarter interest expense of $66.3 million was $20.4 million higher than
1994 first quarter interest expense due to increased borrowings to support the
larger portfolio and higher borrowing rates, as the average cost of borrowed
funds was 6.7% for the first quarter of 1995 compared with 6.0% for the first
quarter of 1994.
Depreciation expense for the first quarter of 1995 was $26.7 million, $4.8
million higher than the same period in 1994. This increase resulted from
additional equipment on operating leases which, computed as a monthly average
balance, increased 21.8%.
8
<PAGE>
General, operating, and administrative expenses increased $3.2 million during
the first quarter of 1995 compared with the same period last year. This
increase resulted primarily from staff-related and other expenses required to
service the larger portfolio and for expansion into Europe. The Company's full-
time employment increased from 369 at March 31, 1994 to 414 at March 31, 1995.
Provision for credit losses during the first quarter of 1995 was $6.1
million, compared with $5.0 million during the first quarter last year,
reflecting the increased levels of new retail business. Receivables, net of
recoveries, of $1.9 million were written off against the allowance for credit
losses during the first quarter of 1995 compared with $3.3 million during the
first quarter of 1994. Receivables past due over 30 days were 2.0% of total
receivables at March 31, 1995, compared with 2.1% at March 31, 1994. 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, 1995, the allowance for credit losses was $54.5 million which was
1.3% of finance receivables, net of unearned income (1.4% excluding wholesale
receivables), compared with $43.6 million and 1.3% (1.4% excluding wholesale
receivables) at March 31, 1994, respectively.
Other expense for the first quarter of 1995 was $1.2 million compared with
$9.0 million for the first quarter of 1994. The decrease resulted primarily
from recording $8.8 million of unrealized losses in the first quarter of 1994
on interest rate caps and swaptions written by the Company. Unrealized gains on
these written caps were recorded in the first quarter of 1995 and are reflected
in Other income.
The effective income tax rate for the first quarter of 1995 was 38% compared
with 36% for the first quarter of 1994. The increase was primarily due to a
decrease in the percentage of total income generated from tax-exempt municipal
leases.
Net income for the first quarter of 1995 was $17.8 million, $11.4 million
above 1994 first quarter net income of $6.4 million. The increase in net income
resulted primarily from recording unrealized gains, net of tax, of $4.2 million
on interest rate caps written by the Company, compared with a $5.4 million
unrealized loss for the first quarter of 1994, and from a $1.6 million after-
tax gain on receivables sold.
CAPITAL RESOURCES AND LIQUIDITY
The Company's operations were primarily funded with a combination of medium-
term notes, commercial paper, bank borrowings, proceeds from sale of
receivables, retained earnings, and additional equity capital of $30.0 million
invested by Caterpillar during the quarter. The ratio of debt to equity at
March 31, 1995 was 7.1 to 1 compared with 7.7 to 1 at December 31, 1994.
Total debt outstanding as of March 31, 1995 was $3,958.6 million, an increase
of $92.2 million over that at December 31, 1994, and was primarily comprised of
$2,424.8 million of medium-term notes, $819.8 million of commercial paper, and
$618.0 million of notes payable to banks. The increase in debt and the funds
provided by operations and by Caterpillar were used to finance the increase in
the portfolio.
On March 30, 1995, the Company entered into its first private-placement,
revolving, asset-backed securitization whereby it agreed to sell on an ongoing
basis up to $300.0 million of wholesale (rental fleet financing) receivables.
The $300.0 million of proceeds from the sale were used to reduce existing debt.
The Company recognized a $2.4 million gain on this transaction and will receive
fees on a monthly basis for servicing the participating interests sold.
The net amount of sold receivables serviced by the Company was $442.0 million
at March 31, 1995 which consisted of $300.0 million of wholesale receivables
and $142.0 million of retail receivables.
9
<PAGE>
During the first quarter of 1995, the Company had an early extinguishment of
two of its medium-term notes with a principal amount of $50.0 million each and
two related interest rate swaps with a notional amount of $50.0 million each.
There were no material gains or losses from these transactions.
At March 31, 1995, the Company had available a total of $1,096.1 million of
short-term credit lines which expire at various dates through the first quarter
1996, and a $28.6 million long-term credit line which expires in May 1997.
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, 1995, there were $600.5 million of these lines utilized for
bank borrowings in Australia and Europe.
The Company also participates with Caterpillar in two syndicated revolving
credit facilities aggregating $1.8 billion, consisting of a $1.2 billion five-
year facility and a $600.0 million 364-day revolving facility. Effective May 1,
1995, the Company's allocation is $1,290.0 million, consisting of a $860.0
million five-year revolving credit and a $430.0 million 364-day revolving
credit. The Company has the ability to request a change in its allocation and
will do so to maintain the required amount of support for the Company's
outstanding commercial paper and commercial paper guarantees. These facilities
provide for borrowings at interest rates which vary according to LIBOR or money
market rates. At March 31, 1995, there were no borrowings under these
facilities.
In connection with its match funding objectives, the Company utilizes a
variety of interest rate contracts including swap, cap, and forward rate
agreements. All of these interest rate agreements are held or issued for
purposes other than trading. The agreements are entered into with major
financial institutions and are utilized for two principal reasons: 1) To modify
the Company's debt structure in order to match fund its receivable portfolio
which reduces the risk of deteriorating margins between its interest-earning
assets and interest-bearing liabilities, and 2) To gain an economic/competitive
advantage through lowering the cost of borrowed funds by either changing the
characteristics of existing debt instruments or entering into agreements in
combination with the issuance of debt.
In addition to meeting the Company's funding objectives, it also has two
currency swaps to reduce its currency risk exposure on two yen financing
agreements. These currency swaps exchange the yen cash flows on the financing
agreements with a fixed U.S. dollar cash flow.
As of March 31, 1995, the Company had outstanding interest rate swap
contracts with notional amounts totaling $1,579.9 million that are either
designated as hedges of specific debt issuances or of commercial paper. These
swap agreements have terms generally ranging up to five years, which
effectively change $951.9 million of floating rate debt to fixed rate debt,
$306.0 million of fixed rate debt to floating rate debt, and $322.0 million of
floating rate debt to floating rate debt having different characteristics. The
interest rate swaps designated to commercial paper provide the ability to
obtain fixed rate term debt utilizing short-term debt markets. The Company also
had swaps having future effective dates with a total notional amount of $33.0
million, which will effectively change fixed rate debt to floating rate debt.
The effective dates of the future dated swaps range from 1995 through 1998 with
terms of these swaps ranging up to two years.
As of March 31, 1995, the Company had outstanding sold (written) interest
rate cap agreements with notional amounts totaling $235.7 million. To the
extent that rates decrease, the notional amount may decrease and/or the term of
the written cap agreements may shorten based on the index amortizing feature of
the caps. These cap agreements have remaining maturities through October 1997.
The Company has marked to market the written cap agreements and is continuing
to manage these agreements on an economic basis, which will lead to the future
mark-to-market gains or losses.
The Company's outstanding forward rate agreements totaled $21.9 million at
the end of the first quarter of 1995. These agreements have terms generally
ranging up to six months.
10
<PAGE>
The Company has forward exchange contracts to hedge its U.S. dollar
denominated obligations in Australia against currency fluctuations. These
contracts have terms generally ranging up to three months and do not subject
the Company to risk due to exchange rate movements, because the gains and
losses on the contracts offset the losses and gains on the liabilities being
hedged. At March 31, 1995, the Company had forward exchange contracts totaling
$173.5 million, all with Caterpillar.
Additional short-term funding is available from Caterpillar. See
"Relationship with Caterpillar--Borrowing Arrangements." No intercompany
borrowings were outstanding at March 31, 1995.
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 BankAmerica National Trust Company, as successor
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.
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)
11
<PAGE>
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 (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)
12
<PAGE>
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.
Bank of America National Trust and Savings Association, the parent company of
BankAmerica National Trust Company, the successor 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)
13
<PAGE>
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)
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)
14
<PAGE>
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)
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.
15
<PAGE>
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, 1994, have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
16
<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.............................................. $ 689,660
Rating Agency fees............................................ 190,000
Fees and expenses of Trustee.................................. 50,000
Printing expenses............................................. 30,000
Accountants' fees and expenses................................ 21,000
Counsel fees and expenses..................................... 90,000
Blue Sky qualification and legal investment survey............ 30,000
Miscellaneous................................................. 9,340
----------
Total................................................... $1,110,000
==========
</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
Exhibit 4.3 to the Company's Current Report on Form 8-K,
dated October 29, 1990, Commission File No. 0-13295).
4.6 Tri Party Agreement, dated as of August 23, 1994, among
the Company, Morgan Guaranty Trust Company of New York, as
resigning Trustee, and BankAmerica National Trust Company,
as successor Trustee (incorporated by reference from Ex-
hibit 4.7 to the Company's Annual Report on Form 10-K, for
the year ended December 31, 1994, Commission File No. 0-
13295).
4.7 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).
4.8 Form of Medium-Term Note (Fixed Rate).
4.9 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 LLP.
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
Company.
25 Form T-1 Statement of Eligibility and Qualification of
BankAmerica National Trust Company.
</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;
II-2
<PAGE>
(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.
(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 12TH DAY
OF MAY, 1995.
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 12TH DAY OF MAY, 1995.
<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. Owens
- -------------------------------------------
(James W. Owens) 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 Tri Party Agreement, dated as of August 23, 1994, among the
Company, Morgan Guaranty Trust Company of New York, as
resigning Trustee, and BankAmerica National Trust Company, as
successor Trustee (incorporated by reference from Exhibit 4.7
to the Company's Annual Report on Form 10-K, for the year
ended December 31, 1994, Commission File No. 0-13295).
4.7 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).
4.8 Form of Medium-Term Note (Fixed Rate).
4.9 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 LLP.
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 Company.
25 Form T-1 Statement of Eligibility and Qualification of
BankAmerica National Trust Company.
</TABLE>
<PAGE>
EXHIBIT 1
Caterpillar Financial Services Corporation
$2,000,000,000
Debt Securities
Distribution Agreement
----------------------
, 1995
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 $2,000,000,000 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 Government 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
agreement, 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.
<PAGE>
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 (the "Indenture"), between the Company and
BankAmerica National Trust Company, as successor 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 (Registration 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 Preliminary 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 supplement 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
2
<PAGE>
each time amended or supplemented (including any applicable 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 filing 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
regulations 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 circumstances
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 conform, 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 Commission
thereunder, and do not and will not, as of the
3
<PAGE>
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, contain 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 subsidiaries 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
contemplated 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;
(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
4
<PAGE>
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, insolvency, 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
qualifications 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 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-
5
<PAGE>
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.
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,
6
<PAGE>
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.
(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
7
<PAGE>
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 pursuant 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 postponed 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 disapproved
by you promptly after reasonable notice thereof unless in the opinion of counsel
to the Company such amendment 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 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 supplement 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 transmitted 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
8
<PAGE>
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 amendment or supplement of the Registration Statement or
Prospectus or for additional information; and, in the event of the issuance of
any such stop order or of any such order preventing 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 Securities 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 Registration 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 connection with the offering or sale of
the Securities (including Securities purchased from the Company by any Agent as
principal) and if at such time any event shall have occurred as a result of
which the Prospectus as then amended or supplemented 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 circumstances 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
supplement 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 Indenture Act, to notify you and request you to
suspend solicitation of offers to purchase Securities from the Company, 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 Prospectus as then amended or supplemented
that will correct such statement or omission or effect such compliance;
provided,
9
<PAGE>
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
statements to be on a consolidated basis to the extent the accounts of the
Company and its subsidiaries are consolidated 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 substantially similar to the Securities;
(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
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Delivery relating to such sale, as though made at and as of each such date
(except that such representations and warranties 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 furnished forthwith to you a
certificate of officers of the Company satisfactory to you, dated the date of
such supplement, 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 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 furnished 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;
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(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 financial 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 financial 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
(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 satisfied (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
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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 Securities 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
qualification 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 preparing the Securities; (vii) the fees and expenses of any Trustee
and any agent of any Trustee and the fees and disbursements 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.
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
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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 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;
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(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 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
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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
(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
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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 belief), 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
Prospectus pursuant to Rule 412 of Regulation C under the 1933 Act; and they do
not know of any contracts or other documents 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 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 Section 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
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shall not have been any such material change or development, otherwise than as
set forth or contemplated in the Prospectus 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 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 following:
(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 solicitation 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 statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement, the
Prospectus as amended or supplemented, and any other prospectus relating
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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, 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
Registration 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 conformity 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
confirmation of such sale, a copy of the Prospectus (excluding documents
incorporated by reference) or of the Prospectus as then amended or supplemented
(excluding documents incorporated 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 liabilities 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 statement 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 statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration 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 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.
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(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
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission 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 and it shall notify the
indemnifying party of the commencement 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
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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
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
contributing 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
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (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 purchase Securities from
the Company was solicited by such Agent and has been accepted by the Company,
but such Agent
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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.
9. The respective indemnities, agreements, representations,
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
investigation (or any statement as to the results thereof) made by or on behalf
of any of you or the Company or any of its officers 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
provided 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 registered 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:
22
<PAGE>
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, 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 Section 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 representatives, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement 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 Agreement 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.
23
<PAGE>
If the foregoing is in accordance with your understanding, 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: ________________________
24
<PAGE>
EXHIBIT 4.8
[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 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 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:
<TABLE>
<CAPTION>
<S> <C> <C>
PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT IN U.S. AUTHORIZED DENOMINATIONS (only applicable if
DOLLARS (only applicable if Specified Specified Currency is other than U.S. dollars):
[ ] U.S. dollars Currency is other than U.S. dollars):
[ ] Other: __________ [ ] Yes [ ] No
EXCHANGE RATE AGENT (if other than THIS NOTE IS A:
BankAmerica National Trust Company):
[ ] Global Note
[ ] Certificated Note (only applicable if
Specified Currency is other than U.S. dollars)
ORIGINAL ISSUE DISCOUNT NOTE: TOTAL AMOUNT OF OID: ISSUE PRICE (expressed as a percentage of
aggregate principal amount):
[ ] Yes [ ] No
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
REDEMPTION DATE(S) (including any REDEMPTION PRICE(S): TERMS OF AMORTIZING NOTES:
applicable regular or special record
dates):
REPAYMENT DATE(S) (including any REPAYMENT PRICE(S):
applicable regular or special record
dates):
OTHER TERMS: STATED MATURITY EXTENSION OPTION: INTEREST RATE RESET OPTION:
[ ] Yes [ ] No [ ] Yes [ ] No
EXTENSION PERIOD(S) AND FINAL OPTIONAL RESET DATES (only applicable if
MATURITY DATE (only applicable if option to reset interest rates):
option to extend stated maturity):
BASIS FOR INTEREST RATE DURING BASIS FOR INTEREST RATE RESET (only applicable
EXTENSION PERIOD (only applicable if if option to reset interest rates):
option to extend stated maturity):
</TABLE>
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,
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 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
2
<PAGE>
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
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
3
<PAGE>
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.
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.
BANKAMERICA NATIONAL TRUST
COMPANY, 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 BankAmerica
National Trust Company, as successor Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference 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
$4,000,000,000, 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 Company may exercise such option by notifying the Trustee of such
6
<PAGE>
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 Extension Period, first class, postage prepaid, setting forth
(i) the election of the Company to extend the Stated Maturity of
7
<PAGE>
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 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
--------
8
<PAGE>
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
repayment 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 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
9
<PAGE>
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, 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
10
<PAGE>
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
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
11
<PAGE>
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. $1,000 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.
"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
12
<PAGE>
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 4.9
[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 hereof, Cede & Co., has an interest herein.]
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH
ON THE REVERSE HEREOF:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT:
<S> <C> <C>
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: MATURITY DATE:
SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT IN U.S. AUTHORIZED DENOMINATIONS (only applicable if
DOLLARS (only applicable if Specified Specified Currency is other than U.S. dollars):
[ ] U.S. dollars Currency is other than U.S. dollars):
[ ] Other: __________
[ ] Yes [ ] No
EXCHANGE RATE AGENT (if other than THIS NOTE IS A:
BankAmerica National Trust Company):
[ ] Global Note
[ ] Certificated Note (only applicable if
Specified Currency is other than U.S. dollars)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
INDEX MATURITY: INTEREST RATE BASIS OR BASES: SPREAD (plus or minus):
LIBOR SOURCE (only applicable if LIBOR SPREAD MULTIPLIER: INTEREST RESET DATES:
Interest Rate Basis):
[ ] Reuters INTEREST RESET PERIOD:
[ ] Telerate
INTEREST PAYMENT PERIOD:
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST PAYMENT DATES:
SPREAD/SPREAD MULTIPLIER RESET OPTION: STATED MATURITY EXTENSION OPTION:
[ ] Yes [ ] Yes
[ ] No [ ] No
OPTIONAL RESET DATES (only applicable if EXTENSION PERIOD(S) and FINAL MATURITY DATE
option to reset spread or spread (only applicable if option to extend stated
multiplier): maturity):
BASIS FOR SPREAD/SPREAD MULTIPLIER RESET BASIS FOR SPREAD/SPREAD MULTIPLIER DURING
(only applicable if option to reset EXTENSION PERIOD (only applicable if option to
spread or spread multiplier): extend stated maturity):
INTEREST RESET DATES: CALCULATION DATES: TERMS OF AMORTIZING NOTES:
INTEREST DETERMINATION DATES: CALCULATION AGENT (if other than
BankAmerica National Trust Company):
ORIGINAL ISSUE DISCOUNT NOTE: TOTAL AMOUNT OF OID: ISSUE PRICE (expressed as a percentage of
aggregate principal amount):
[ ] Yes [ ] No
REDEMPTION DATE(S) (including any REDEMPTION PRICE(S):
applicable regular or special record
dates):
REPAYMENT DATE(S) (including any REPAYMENT PRICE(S):
applicable regular or special record
dates):
OTHER TERMS:
</TABLE>
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
3
<PAGE>
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 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.
4
<PAGE>
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.
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.
BANKAMERICA NATIONAL TRUST
COMPANY, 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 BankAmerica
National Trust Company, as successor Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference 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
$4,000,000,000, 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
7
<PAGE>
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 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
hundredthousandth 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-
8
<PAGE>
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.
"Money Market Yield" shall be the yield (expressed as a percentage
rounded, if necessary, to the nearest one hundredthousandth 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
9
<PAGE>
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 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
10
<PAGE>
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, 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
11
<PAGE>
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.
(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
12
<PAGE>
and in a principal amount equal to an amount of not less than US$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 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 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.
13
<PAGE>
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.
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
14
<PAGE>
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 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.
15
<PAGE>
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 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
16
<PAGE>
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.
17
<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.
18
<PAGE>
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 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
repayment 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
19
<PAGE>
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 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
20
<PAGE>
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, 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
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
21
<PAGE>
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 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.]
22
<PAGE>
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. $1,000 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 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.
--------------------
23
<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.
24
<PAGE>
EXHIBIT 5
[LETTER OF ORRICK, HERRINGTON & SUTCLIFFE]
May 12, 1995
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 $2,000,000,000 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 BankAmerica
National Trust Company, as successor 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 has been duly authorized by appropriate corporate action and the
Debt Securities have been duly completed, executed, authenticated and delivered
in accordance with the Indenture and sold as described in the Registration
Statement, any amendment thereto, the
<PAGE>
Caterpillar Financial Services Corporation
May 12, 1995
Page 2
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
<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, ------------------------------------------
1995 1994 1994 1993 1992 1991 1990
--------- --------- ------ ------ ------ ------ ------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Income before cumulative effect of
change in accounting for income
taxes.............................. $17.8 $ 6.4 $ 32.2 $ 37.8 $ 34.0 $ 28.5 $ 26.2
Add:
Provision for income taxes......... 11.1 3.5 19.3 21.3 17.6 14.4 12.0
Deduct:
Equity in profit of partnerships... (.2) (.4) (1.7) (1.6) (1.7) (1.8) (1.8)
------ ------ ------ ------ ------ ------ ------
Profit before taxes.................. $28.7 $ 9.5 $ 49.8 $ 57.5 $ 49.9 $ 41.1 $ 36.4
====== ====== ====== ====== ====== ====== ======
Fixed charges:
Interest on borrowed funds......... $66.3 $45.9 $212.1 $173.1 $174.4 $176.3 $153.2
Rentals--at computed interest*..... .4 .3 1.3 1.2 1.0 1.3 .6
------ ------ ------ ------ ------ ------ ------
Total fixed charges.................. $66.7 $46.2 $213.4 $174.3 $175.4 $177.6 $153.8
====== ====== ====== ====== ====== ====== ======
Profit before taxes plus fixed
charges............................ $95.4 $55.7 $263.2 $231.8 $225.3 $218.7 $190.2
====== ====== ====== ====== ====== ====== ======
Ratio of profit before taxes plus
fixed charges to fixed charges..... 1.43 1.21 1.23 1.33 1.28 1.23 1.24
====== ====== ====== ====== ====== ====== ======
</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 19, 1995 appearing on page 14 of the Caterpillar Financial Services
Corporation Annual Report on Form 10-K for the year ended December 31, 1994. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Chicago, Illinois
May 11, 1995
<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$2,000,000,000 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 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 10th day of May, 1995.
Signature Title
/s/ James S. Beard President, Director and
----------------------------
James S. Beard Principal Executive Officer
/s/ F. Lynn McPheeters_______ Executive Vice President
----------------------
F. Lynn McPheeters and Director
/s/ James W. Owens Director
-----------------------------
James W. Owens
/s/ K. C. Springer Controller and Principal
-----------------------------
K. C. Springer Accounting Officer
/s/ Frank C. Carder Treasurer and Principal
-----------------------------
Frank C. Carder Financial Officer
<PAGE>
EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
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)_____
BANKAMERICA NATIONAL TRUST COMPANY
(Exact name of trustee as specified in its charter)
Not Applicable
(Jurisdiction of incorporation or organization if not a U.S. national bank)
95-3804037
(I.R.S. Employer Identification No.)
One World Trade Center, New York, New York 10048-1191
(Address of principal executive offices) (Zip Code)
General Counsel
Bank of America NT & SA
335 Madison Avenue, 4th Floor
New York, NY 10017
(212) 503-8297
(Name, address and telephone number of agent for services)
--------------------------
Caterpillar Financial Services Corporation
(Exact name obligor as specified in its
its charter)
Delaware 37-1105865
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3322 West End Avenue 37203-0983
Nashville, Tennessee (Zip Code)
(Address of principal executive offices)
---------------------------------------
Debt Securities
---------------
(Title of the indenture securities)
<PAGE>
GENERAL
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.
Comptroller of the Currency, 250 E Street,
S.W., Washington, D.C. 20219; Federal Deposit
Insurance Corporation, 550 17th Street, N.W.,
Washington, D.C. 20429; Board of Governors of The
Federal Reserve System, 20th and C Streets, N.W.,
Washington, D.C. 20551
(b) Whether it is authorized to exercise corporate trust
powers.
Yes
Item 2. Affiliations with Obligor
If the obligor is an affiliate of the trustee, describe
each such affiliation.
The obligor is not an affiliate of the trustee. (See
Note on Page 3)
Item 4. Not Applicable
Item 16. List of Exhibits
List below are exhibits filed as a part of this
statement of eligibility and qualification.
Exhibit 1 A copy of the Articles of Association
of the Trustee; incorporated herein by
reference to Exhibit 1 filed with Form
T-1 Statement, Registration No. 33-34670.
Exhibit 2 A copy of the Certificate of Authority
to Commence Business of the Trustee,
incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement,
Registration No. 2-97868.
Exhibit 3 Included in Exhibit 1.
Exhibit 4 A copy of the existing by-laws of the
Trustee; incorporated herein by
reference to Exhibit 4 filed with Form T-1
Statement, Registration No. 33-34670.
Exhibit 5 A copy of each indenture referred to in
Item 4 if the obligor is in default.
Not applicable.
-2-
<PAGE>
Exhibit 6 Consents of BankAmerica National
Trust Company formerly Security Pacific
National Trust Company (New York) required
by Section 321 (b) of the Trust Indenture
Act of 1939; incorporated herein by
reference to Exhibit 6, filed with Form
T-1 Statement, Registration No. 2-97868.
Exhibit 7 A copy of the latest report of the Trustee
published pursuant to the laws or the
requirements of its supervising or
examining authority.
Exhibit 8 A copy of any order pursuant to which the
foreign trustee is authorized to act as
sole trustee under indentures qualified or
to be qualified under the Act.
Not Applicable.
Exhibit 9 Foreign trustees are required to file a
consent to service of process on Form F-X.
Not Applicable.
------------------------------
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base responsive answers to Item 2 the answer to
said Item is based on incomplete information.
Item 2 may be considered correct unless amended by an amendment to
this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, BankAmerica National Trust Company, a national banking association
organized and existing under the laws of the United States of America, 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 11th day of May, 1995.
BANKAMERICA NATIONAL TRUST COMPANY
By /s/ Geovanni Barris
-------------------------------
Geovanni Barris
Assistant Vice President
-3-
<PAGE>
BANKAMERICA NATIONAL TRUST COMPANY Exhibit 7 to Form T-1
One World Trade Center, 18th Floor
New York City, NY 10048
FDIC Certificate Number 24430
Consolidated Report of Condition for
Insured Commercial Banks for December 31, 1994
All schedules are to be reported in thousands of dollars. Unless
otherwise indicated, report the amount outstanding as of the last
business day of the quarter.
SCHEDULE RC - BALANCE SHEET
Dollar Amounts in Thousands Assets
-------------------------------------------------------------
1. Cash and balances due from depository
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and
currency and coin [1]............................... 850,437
b. Interest-bearing balances [2]....................... 10,200
2. Securities:
a. Held-to-maturity securities
(from Schedule RC-B, column A)...................... 2,012
b. Available-for-sale securities
(from Schedule RC-B, column D)...................... 4,729
3. Federal funds sold and securities
purchases under agreements to resell:
a. Federal funds sold..................................
b. Securities purchased under
agreements to resell................................ 22,394
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned
income (from Schedule RC-C)......................... 186,898
b. LESS: Allowance for loan and
lease losses........................................ 375
c. LESS: Allocated transfer risk
reserve.............................................
d. Loans and leases, net of
unearned income, allowance,
and reserve (item 4.a minus
4.b and 4.c).......................................... 186,541
5. Assets held in trading accounts (from
Schedule RC-D)............................................ 980
6. Premises and fixed assets (including
capitalized leases).......................................
7. Other real estate owned...................................
8. Investments in unconsolidated subsidiaries and
associated companies......................................
9. Customer's liability to this bank on
acceptances outstanding...................................
10. Intangible assets (from Schedule RC-M).................... 9,294
11. Other assets (from Schedule RC-F)......................... 29,232
12. Total assets (sum of items 1 through 11................... 1,115,819
_______________
-4-
<PAGE>
[1] Includes cash items in process of collection and unposted debits.
[2] Includes time certificates of deposit not held in trading ccounts.
SCHEDULE RC-CONTINUED
Dollar Amounts in Thousands
_________________________________________________________________________
Liabilities
13. Deposits:
a. In domestic offices (sum of totals of columns
A and C from Schedule RC-E)............................ 891,053
(1) Noninterest-bearing [1]............................ 891,053
(2) Interest-bearing...................................
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs.................................
(1) Noninterest-bearing................................
(2) Interest-bearing...................................
14. Federal funds purchased and securities
sold under agreements to repurchase:
a. Federal funds purchased................................
b. Securities sold under agreements to repurchase.........
15. Demand notes issued to the U.S. Treasury..................
16. Other borrowed money...................................... 14,396
17. Mortgage indebtedness and obligations
under capitalized leases..................................
18. Bank's liability on acceptances executed
and outstanding...........................................
19. Notes and debentures subordinated to deposits.............
20. Other liabilities (from Schedule RC-G).................... 29,709
21. Total liabilities (sum of items 13 through 20)............ 985,158
22. Limited-life preferred stock..............................
EQUITY CAPITAL
23. Perpetual preferred stock.................................
24. Common Stock.............................................. 500
25. Surplus................................................... 139,063
26(a) Undivided profits and capital reserves................... (8,904)
26(b) Net unrealized holding gains (losses) on available for
sale securities.......................................... 2
27. Cumulative foreign currency translation adjustments.......
28. Total equity capital (sum of items 23 through 27)......... 130,661
29. Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21,22 and 28)............ 1,115,819
_______________
1] Includes total demand deposits and noninterest-bearing time and
savings deposits.
-5-
