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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 14, 1997
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Caterpillar Financial Services Corporation
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(Exact name of Registrant as Specified in its Charter)
Delaware 0-13295 37-1105865
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
3322 West End Avenue, Nashville, Tennessee 37203-0983
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 386-5800
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Inapplicable
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(Former name or former address, if changed since last report)
PAGE 1 OF 6 SEQUENTIALLY NUMBERED PAGES
EXHIBIT INDEX IS LOCATED ON SEQUENTIALLY NUMBERED PAGE 4
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Item 5. Other Events
In connection with the registrant's Registration Statement (Form S-3),
Registration No. 333-22569, the registrant is filing herewith the documents
listed in Item 7 below.
Item 7. Exhibits
8 Opinion of Orrick, Herrington & Sutcliffe LLP, as to certain tax
matters.
23.3 The consent of Orrick, Herrington & Sutcliffe LLP is contained in
their opinion filed as Exhibit 8.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CATERPILLAR FINANCIAL SERVICES
CORPORATION
(Registrant)
Date: March 14, 1997 By: /s/ Paul J. Gaeto
_____________________________
Paul J. Gaeto
Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- --------- ---------------------------------------------------- ------------
<S> <C> <C>
8 Opinion of Orrick, Herrington & Sutcliffe LLP, as to 5
certain tax matters.
23.3 The consent of Orrick, Herrington & Sutcliffe LLP is
contained in their opinion filed as Exhibit 8.
</TABLE>
4
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EXHIBIT 8
[LETTER OF ORRICK, HERRINGTON & SUTCLIFFE LLP]
March 14, 1997
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"), filed on February 28, 1997 with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of $2,500,000,000 aggregate
principal amount of Debt Securities (the "Debt Securities") of Caterpillar
Financial Services Corporation, a Delaware corporation (the "Company"), and the
Prospectus dated March 7, 1997 and the Prospectus Supplement dated March 14,
1997 (the "Prospectus Supplement") in the form to be filed with the Commission
pursuant to its Rule 424(b).
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 the information set forth
under the heading "Certain United States Federal Income Tax Consequences" in the
Prospectus Supplement correctly describes certain United States federal income
tax consequences of the ownership of Debt Securities as of the date hereof.
Our opinion is limited to the tax matters specifically covered under
the heading "Certain United States Federal Income Tax Consequences" in the
Prospectus Supplement, and we have not been asked to address, nor have we
addressed, any other tax matters.
We hereby consent to the reference to our name and our opinion under
the heading "Certain United States Federal Income
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Caterpillar Financial Services Corporation
March 14, 1997
Page 2
Tax Consequences" in the Prospectus Supplement and the filing of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
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ORRICK, HERRINGTON & SUTCLIFFE LLP
