<PAGE> 1
As filed with the Securities and Exchange Commission on ___________ __, 1998
Registration No. 33-39299
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
CATERPILLAR FINANCIAL SERVICES CORPORATION
(EXACT NAME AS SPECIFIED IN REGISTRANT'S CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 6153 37-1105865
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
3322 WEST END AVENUE
NASHVILLE, TENNESSEE 37203-1071
(615) 386-5800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
PAUL J. GAETO, ESQ.
CATERPILLAR FINANCIAL SERVICES CORPORATION
3322 WEST END AVENUE
NASHVILLE, TENNESSEE 37203-1071
(615) 386-5800
(NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
DAVID S. KATZ, ESQ.
ORRICK, HERRINGTON &
SUTCLIFFE LLP
WASHINGTON HARBOUR
3050 K STREET, N.W.
WASHINGTON, D.C. 20007
(202) 339-8400
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this registration statement becomes effective as
determined by market conditions.
If the only securities registered on this form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
<PAGE> 2
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]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
----------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
----------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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- --------------------------------------------------------------------------------
<PAGE> 3
SUBJECT TO COMPLETION DATED ________ __, 1998
PROSPECTUS
CATERPILLAR FINANCIAL SERVICES CORPORATION
$100,000,000
VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES
The Variable Denomination Floating Rate Demand Notes (the "Notes") are
being offered and sold by Caterpillar Financial Services Corporation (the
"Company"), a wholly owned subsidiary of Caterpillar Inc. ("Caterpillar")
through Caterpillar Securities Inc., under the Caterpillar Money Market Account
Plan (sometimes referred to herein as the "Caterpillar Money Market Account" or
the "Program"). The Program is designed to provide investors (the "Investors")
with a convenient means of investing funds directly with the Company, providing
liquidity and paying money market interest rates.
Investments in a Note will be represented by a Program account established
for the Investor by or on behalf of the Company, and will not be represented by
a certificate. The Company has engaged The Northern Trust Company as the Agent
Bank for the Program. The principal amount of each Note will be equal to all
investments made by the Investor under the Program, and reinvested interest,
less redemptions and fees, if any. The Notes will earn interest at a floating
rate to be determined by the Money Market Account Committee on Friday of each
week to be effective on the following Monday. Such rate of interest will in
any event be greater than the most recent seven-day average yield
(non-compounded) for taxable money market funds in the United States as
published in IBC's Money Fund Report(R). Interest on the Notes will accrue and
be compounded daily. Accrued interest will be automatically reinvested in
Notes on the fifteenth day of each month. The Notes will have no stated
maturity. Information concerning the Program and the rate of interest
currently payable on the Notes may be obtained by calling toll-free
1-800-233-2164 from 7:30 a.m. to 6:00 p.m. Central time Monday through Friday.
A PROGRAM ACCOUNT IS NOT EQUIVALENT TO A DEPOSIT OR OTHER BANK ACCOUNT AND
IS NOT SUBJECT TO THE PROTECTION OF THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR OTHER INSURANCE. ALL INVESTMENTS IN THE NOTES ARE INVESTMENTS IN THE
SECURITIES OF THE COMPANY AND ARE NOT OBLIGATIONS OF OR GUARANTEED BY
CATERPILLAR, THE AGENT BANK OR ANY OTHER COMPANY. THE PROGRAM IS NOT SUBJECT
TO THE REQUIREMENTS OF THE INVESTMENT COMPANY ACT OF 1940 (INCLUDING
DIVERSIFICATION OF INVESTMENTS) OR THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974. THE WEEKLY INTEREST RATE PAID ON INVESTMENTS IN THE NOTES MAY NOT
PROVIDE A BASIS FOR COMPARISON WITH BANK DEPOSITS OR MONEY MARKET FUNDS, WHICH
MAY USE A DIFFERENT METHOD OF CALCULATING YIELD, OR OTHER INVESTMENTS WHICH PAY
A FIXED YIELD FOR A STATED PERIOD OF TIME.
Information with respect to how to invest in the Notes and how to redeem
the Notes can be found under "How to Invest" and "How to Redeem." Further
information about the Notes can be found under "Description of the Notes." The
Program accounts and the Notes represented thereby are nontransferable. The
Company may redeem all or part of the Notes at any time. The Company reserves
the right to suspend new Investor enrollments in the Program, to withdraw,
cancel or modify the offer made hereby or to terminate or suspend the Program
at any time. The Company may reject any offer to purchase Notes in whole or in
part. Please read this Prospectus and retain it for future reference. The
Notes will rank equally and ratably with all other unsecured and unsubordinated
indebtedness of the Company, of which $6.3 billion was outstanding at September
30, 1997.
----------
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 __________ __, 1998
<PAGE> 4
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR BY ANY AGENT OR DEALER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME
DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO SUCH DATE.
----------
AVAILABLE INFORMATION
Caterpillar Financial Services Corporation and Caterpillar Inc., 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 Inc. 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 Northwest Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade
Center, 13th Floor, New York, New York, 10048 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. The Commission maintains a
World Wide Web site that contains reports, proxy and information statements and
other information that are filed through the Commission's Electronic Data
Gathering, Analysis and Retrieval System. This Web site can be accessed at
http://www.sec.gov. In addition, reports and other information concerning the
Company can be inspected at the office of the New York Stock Exchange, and
reports, proxy material and other information concerning Caterpillar Inc. can
also be inspected at the offices of the New York, Midwest 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, and it currently does not
intend to deliver to holders of its debt securities any 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 following are hereby incorporated by reference herein (i) the
Company's Annual Report on Form 10-K for the year ended December 31, 1996, (ii)
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997, (iii) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, (iv) the Company's Quarterly Report on Form 10-Q for the the
quarter ended September 30, 1997 and (v) the Company's current report on Form
8-K dated December 17, 1997.
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.
<PAGE> 5
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 3322 West End Avenue, Nashville, Tennessee, 37203-1071, Attention:
Treasurer, (615) 386-5820.
<PAGE> 6
THE COMPANY
The Company is a wholly owned finance subsidiary of Caterpillar. The
Company and its subsidiaries 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 around the world.
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 transactions with the
Company, and the availability of funds to the Company to finance such
transactions. 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 and Caterpillar have 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, (iii)
permit the Company to use (and the Company is required to use) the name
"Caterpillar" in the conduct of its business, and (iv) ensure that the Company
maintains a ratio of earnings and interest expense (as defined) to interest
expense of not less than 1.15 to 1. 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 the Notes--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.
The Company is a Delaware corporation which was incorporated in 1981 and is
the successor to a company formed in 1954. 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, 37203-1071 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.
The Notes are not obligations of or guaranteed by Caterpillar.
USE OF PROCEEDS
The net proceeds from the sale of the Notes offered hereby will be used by
the Company for the financing of future sales and leasing transactions, for
loans to dealers and customers 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
<PAGE> 7
been determined and will depend upon the volume of the Company's business, the
availability of credit and general market conditions.
RATIOS OF PROFIT TO FIXED CHARGES
The following table sets forth the ratios of profit to fixed charges for
the Company for the years ended December 31, 1992 through 1996 and the period
ended September 30, 1997. For purposes of calculating these ratios, profit
consists of net income plus taxes based on income 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.
<TABLE>
<CAPTION>
Period Year Ended December 31,
Ended ----------------------
September 30,
------------
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of profit to fixed charges 1.41x 1.36x 1.34x 1.23x 1.33x 1.28x
</TABLE>
CATERPILLAR MONEY MARKET ACCOUNT PROGRAM
GENERAL
The following statements with respect to the Program are summaries of the
Caterpillar Money Market Account Plan, a copy of which is filed as an exhibit
to the Registration Statement of which this Prospectus is a part. This summary
is subject to the detailed provisions of the Plan, which are controlling. A
copy of the Plan may be obtained from the Company, 3322 West End Avenue,
Nashville, Tennessee 37203-1071, Attention: Treasurer, (615) 386-5820.
All investments under the Program are used to purchase Notes. A Note
evidencing investments under the Program and interest thereon is issued to each
investor upon initial establishment of a Program Account. The principal amount
of the Note, plus interest accrued and unpaid thereon, is recorded on a
register maintained by the Northern Trust Company (the "Agent Bank"). Accrued
interest is available to the Investor when it is reinvested on the 15th day of
each month.
A Program Account is not equivalent to a deposit or other bank account and
is not subject to the protection of the Federal Deposit Insurance Corporation
or other insurance. Since all funds under the Program will be invested in the
securities of a single issuer (the Company), investors will not have the
advantage of diversification offered by money funds and will not have the
protection provided by the Investment Company Act of 1940. The Program is not
subject to the requirements of the Employee Retirement Income Security Act of
1974.
The mailing address of the principal executive officers of the Company is
3322 West End Avenue, Nashville, Tennessee 37203-1071. The telephone number of
such offices is (615) 386-5800.
INVESTORS
Each Investor must be a citizen of the United States, or, except as
provided in applicable Treasury Regulations, a partnership, a corporation
incorporated or established in or under the laws of the United States or a
Trust or estate that is treated as a United States person under Section 7701 of
the Internal Revenue Code (a "United States Person"). All Investors must
provide a valid social security number or U.S. federal tax identification
number. Program accounts may be established individually or
<PAGE> 8
jointly. Accounts may be opened by individuals, corporations, partnerships,
firms or associations. In addition, Investors may open custodial and trust
accounts. Custodial accounts may be established with the Investor as custodian
for his or her minor children under the Uniform Gifts to Minors Act of the
state in which the Investor resides. An account may be opened in the name of a
trust established for the benefit of an Investor or in the name of a trust
established for the benefit of an immediate family member if the Investor is a
joint owner of the account with the trust for an immediate family member or is
the trustee or co-trustee for such trust. In the case of any trust account,
the income of such trust must be subject to U.S. Federal income taxation
regardless of its source.
INTEREST RATE
The Notes will bear interest at a floating rate per annum to be determined
by the Money Market Account Committee on Friday of each week (or, if such
Friday is not a business day, then the next preceding business day) to be
effective on the following Monday. Such rate of interest will in any event be
greater than the most recent seven-day average yield (non-compounded) for
taxable money market funds in the United States as reported in IBC's Money Fund
Report(R)* of Ashland, MA 01746. Rates may vary by Account balance or other
factors as determined by the Money Market Account Committee. If in any week
the IBC's Money Fund Report(R) is not available or publication of such
seven-day average yield is suspended, the minimum interest rate at such time
shall be an approximately equivalent rate determined by the Money Market
Account Committee.
* IBC's Money Fund Report is a registered trademark of IBC Financial
Data, Inc. and is published weekly.
<PAGE> 9
IBC's Money Fund Report(R) is published weekly and includes reported yields
for nearly all taxable money market funds in operation in the United States.
The reported yields are obtained from the money market funds themselves and are
stated on a consistent simple interest basis (non-compounded) to represent the
annualized total yield to the investor, after deducting any management fees and
expenses of each of the money market funds. Although Money Fund Report(R)
states that the yield information obtained from money market funds is screened
by the publisher, no guarantee of the accuracy of the information contained in
IBC's Money Fund Report(R) is made by the Company.
The rate of interest paid for any given period on the Notes is not an
indication or representation of future rates. Interest on the Notes will
accrue daily and be compounded daily, based on a 365-day year. Accrued
interest will be automatically reinvested in the Notes on the fifteenth day of
each month and thereafter will begin to earn interest. For information on the
current interest rate being paid by investments in the Notes, call toll-free
1-800-233-2164 from 7:30 a.m. to 6:00 p.m. Central time Monday through Friday.
HOW TO INVEST
Investors may open a Program account by completing the Application
accompanying this Prospectus and forwarding the Application with the return
envelope or by writing to the Caterpillar Money Market Account, P.O. Box 75956,
Chicago, Illinois 60675-5956. To open an account, an Investor must select at
least one of the Primary Investment Options and follow the procedures described
below. Additional investments may be made by any of the Investment Options
described below. All investments must be made in U.S. dollars. The minimum
initial investment is $250.00. However, if an account is first opened with a
payroll or pension deduction, then the initial investment is $50.00 each month
until the minimum required account balance of $250.00 is attained. Once the
required balance of $250.00 is attained, then the account holder agrees to
maintain a minimum of at least $250.00 in the account at all times or subject
the account to possible closure.
Funds will be available for redemption on the date an investment is
credited to a Program account, except for investments by personal, cashier's,
corporate or other checks, which will be available for redemption after 10
business days from the date the check is credited to a Program account, or such
shorter time as shall be determined from time to time by the Money Market
Account Committee. For information on making investments, other questions and
account information, call toll-free 1-800-233-2164 from 7:30 a.m. to 6:00 p.m.
Central time Monday through Friday.
<PAGE> 10
PRIMARY INVESTMENT OPTIONS:
<TABLE>
<CAPTION>
DATE INVESTMENT CREDITED
INVESTMENT OPTION PROCEDURES TO PROGRAM ACCOUNT
------------------------------- ------------------------------ ---------------------------------------
<S> <C> <C>
PERSONAL, CASHIER'S, CORPORATE
AND OTHER CHECKS The completed Application Investments by check will be credited
All Investors may use this should be accompanied by a and interest will begin to accrue on
Investment Option. THE INITIAL check in an amount of $250 or the first business day following
INVESTMENT MAY BE IN ANY AMOUNT more. Additional investments receipt if received prior to 8:00 a.m.
OF $250 OR MORE. ADDITIONAL in an amount of $50 or more Central time and on the second business
INVESTMENTS MAY BE IN ANY must be accompanied by the day following receipt if received after
AMOUNT OF $50 OR MORE. deposit stub provided with the 8:00 a.m. Central time by the Agent
monthly account statement or Bank in proper form. Checks are
provided with investment accepted subject to collection at full
confirmation advices. ALL face value in U.S. funds and must be
CHECKS SHOULD BE MADE PAYABLE drawn in U.S. dollars on a bank in the
TO CATERPILLAR MONEY MARKET U.S. INVESTMENTS MADE BY CHECK MAY BE
ACCOUNT IN U.S. DOLLARS AND REDEEMED AFTER 10 BUSINESS DAYS OR SUCH
DRAWN ON A U.S. BANK. SHORTER TIME AS SHALL BE DETERMINED
FROM TIME TO TIME BY THE MONEY MARKET
ACCOUNT COMMITTEE.
WIRE TRANSFER
All Investors may use this Before an account can be Investments made by Federal Funds wired
Investment Option. THE INITIAL opened, the Investor must to the Agent Bank will be credited as
INVESTMENT MAY BE IN ANY AMOUNT obtain an account number by of, and interest will begin to accrue,
OF $1,000 OR MORE. calling the Agent Bank toll no later than the next business day
ADDITIONAL INVESTMENTS MAY BE free at 1-800-233-2164 from following receipt of funds by the Agent
IN ANY AMOUNT OF $1,000 OR 7:30 a.m. to 6:00 p.m. Central Bank, except that if wired funds are
MORE. time Monday through Friday to received by 1:00 p.m. Central time the
This Investment Option permits advise them of the wire funds will be credited to the account
the Investor to make investment, at which time the and begin accruing interest the same
investments by wire transfer of Agent Bank will provide wire day. Wiring funds other than Federal
Federal Funds to his or her transfer instructions. The Funds to the Agent Bank may result in a
Program account. Federal Funds Agent Bank will send the delay in crediting the wire investment
are a commercial bank's deposit Investor an Application which to the Investor's Program account.
in a Federal Reserve Bank and must be completed. The Neither the Company nor the Agent Bank
can be transferred on the same completed Application should will be responsible for delays in the
day from one bank which is a specify transfer by "Wire." funds wiring system.
member of the Federal Reserve
System to another bank which is
also a member of the System.
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
DATE INVESTMENT CREDITED
INVESTMENT OPTION PROCEDURES TO PROGRAM ACCOUNT
------------------------------ ------------------------------- ------------------------------------
<S> <C> <C>
PAYROLL OR PENSION DEDUCTION
Unless otherwise determined
from time to time by the Money The completed Application Investments by Payroll or Pension
Market Account Committee, only should specify "Payroll Deduction will be credited as of and
employees of Caterpillar and Deduction" or "Pension interest will begin to accrue on the
its United States ("U.S.") Deduction." The Investor should applicable payday.
subsidiaries (including complete the Caterpillar Money
full-time and part-time Market Automatic Investment
employees, employees on leave Authorization form and submit
of absence and employees on it along with the Application.
medical disability), retirees An Investor may change or
receiving retirement benefits terminate investments by
from Caterpillar or any of its Payroll or Pension Deduction by
U.S. subsidiaries, to the providing written instructions
extent they are currently paid (signed by the payroll or
through a Caterpillar payroll pension recipient) to the
or pension system may use this Caterpillar Money Market
Investment Option. Investments Account, P.O. Box 75956,
by Payroll or Pension Deduction Chicago, Ill. 60675-5956.
may be made only to one Program Changes or terminations of
account. In addition, investments by Payroll or
Investors who invest by payroll Pension Deduction will be
or pension deduction may have effective as soon as
only one account in the Program practicable after receipt of
which is identified by the same such instructions.
social security number. THE
MINIMUM INVESTMENT IS $50 A
MONTH, FOR PAYROLL OR PENSION
DEDUCTION. Investments by
Payroll or Pension Deduction
will begin as soon as
practicable (usually within 4
to 7 weeks).
</TABLE>
<PAGE> 12
OTHER INVESTMENT OPTIONS:
ALL INVESTORS ARE ELIGIBLE FOR THE FOLLOWING INVESTMENT OPTIONS. THESE
INVESTMENT OPTIONS MAY NOT BE USED TO MAKE THE INITIAL INVESTMENT IN OPENING A
PROGRAM ACCOUNT.
<TABLE>
<CAPTION>
DATE INVESTMENT CREDITED
INVESTMENT OPTION PROCEDURES TO PROGRAM ACCOUNT
--------------------------------- --------------------------------- --------------------------------
<S> <C> <C>
AUTOMATIC CHECKING ACCOUNT
WITHDRAWAL
This Investment Option permits Call the Agent Bank toll free Checks for monthly investments
the Investor to make automatic 1-800-233-2164 from 7:30 a.m. to will be presented for payment on
monthly investments in the 6:00 p.m. Central time Monday approximately the 18th day of
Program account. INVESTMENTS MAY through Friday for an Automatic each month. Investments will be
BE MADE IN ANY AMOUNT OF $50 OR Investment Authorization form. credited and interest will begin
MORE. The Agent Bank will draw Complete the form and return it to accrue on the first business
automatically against the to the Agent Bank together with a day following presentation of
Investor's checking account at a voided check as described in the such draft by the Agent Bank.
specified U.S. bank. Application. An Investor may All such investments are accepted
change or terminate investments subject to collection at full
by Automatic Charge at any time face value in U.S. funds.
by providing notice in writing to Redemption is available after
the Agent Bank. Such notice will five business days.
be effective as soon as
practicable after receipt thereof
by the Agent Bank.
AUTOMATIC SOCIAL SECURITY DEPOSIT
This Investment Option is used to
deposit an Investor's entire Contact your local Social Automatic investments will be
Social Security payment. Security office or other payor credited, and interest will begin
organization for the required to accrue according to the
form. Complete the form and provisions for checks or wire
return it to the Agent Bank. transfers above, as applicable.
Investors may terminate the Agent Redemption is available after
Bank's authority to receive their five business days.
Social Security or other payments
at any time by providing notice
in writing to the issuer of such
payments and to the Agent Bank.
</TABLE>
<PAGE> 13
HOW TO REDEEM
An Investor may redeem all or any part of his or her account at any time
without charges or penalties as more fully described below. AN INVESTOR MAY
CLOSE THE ACCOUNT AND TERMINATE PARTICIPATION IN THE PROGRAM ONLY BY USE OF THE
WRITTEN REDEMPTION OPTION. In such event, the principal amount of the Note
with respect to each Program account, together with accrued and unpaid
interest, will be redeemed and the proceeds distributed in accordance with the
procedures set forth below under Written Redemption. Requests for redemption
should not be made to the Company or Caterpillar or its subsidiaries. If the
amount to be redeemed represents an investment made by check, the redemption
request will not be honored until after ten business days from the receipt of
such investment check or such shorter time as shall be determined from time to
time by the Money Market Account Committee or after five business days if
investment was made by automatic withdrawal from an account or automatic social
security deposit. Investors who need more immediate access to their funds may
avoid this delay by investing under the Program through one of the other
available means of investment. Investors liquidating their holdings and
closing their accounts will receive all accrued and unpaid interest. Such
redemption checks will only be sent to the Account's registered owner at the
address of record. For further information on redeeming investments or closing
accounts call toll-free 1-800-233-2164 from 7:30 a.m. to 6:00 p.m. Central time
Monday through Friday or write to Caterpillar Money Market Account at P.O. Box
75956, Chicago, Illinois 60675-5956.
<PAGE> 14
<TABLE>
<CAPTION>
DATE OF
REDEMPTION/DATE
INTEREST CEASES
REDEMPTION OPTION PROCEDURES TO ACCRUE
----------------------------------- ------------------------------------- ----------------------------
<S> <C> <C>
CHECK WRITING
Investors will be provided with a THE INVESTOR MUST SELECT THE CHECK Redemption will be made on
supply of redemption checks free of WRITING OPTION ON THE APPLICATION TO the date the redemption
charge. For the Investor's RECEIVE REDEMPTION CHECKS. If the check is presented to the
protection, only checks provided by Investor's Program account is a joint Agent Bank for payment. The
the Caterpillar Money Market account, the Investor may choose to amount of the Note to be
Account will be accepted for have one or both signatures required redeemed will continue to
redemption. Investors may make on the redemption checks. Investors accrue interest to, but not
redemption checks payable to the may order additional redemption including, the day the
order of anyone in the amount of checks by using the reorder form in redemption check is
$250 or more. A $10 SERVICE FEE their current checkbooks. Redemption presented for payment.
WILL BE DEBITED DIRECTLY FROM THE Checks will be sent only to the
INVESTOR'S ACCOUNT FOR ANY CHECKS registered owner(s) of the Program
WRITTEN FOR LESS THAN $250. The account and only to the address of
payee of a redemption check may record. The election of the Check
cash or deposit the check like any Writing option does not create a
personal check drawn on a bank. If checking or other bank account or a
the amount of a redemption check is depositor or banking relationship
greater than the balance in the with the Agent Bank or the Company.
Investor's Program account, the
check will not be honored and will
be returned to the Investor by the
Agent Bank. See "Fees" for a
discussion of certain fees in
connection with the Check
Redemption option.
WRITTEN REDEMPTION WRITTEN REDEMPTION IS AVAILABLE TO The Agent Bank will mail a
The Investor may redeem investments ALL INVESTORS AND DOES NOT REQUIRE check representing the
in his or her account at any time ANY SELECTION ON THE APPLICATION. A redemption proceeds no later
by writing to the Agent Bank and check will be sent only to the than the next business day
requesting redemption. In the case registered account address designated following receipt of the
of joint accounts, all account in the Application. request in proper form, and
holders must sign the redemption interest will accrue to, but
request. Redemptions will be by not including, such next
check, in the amount of $250 or business day.
more, or the balance of the
account, whichever is less.
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
DATE OF
REDEMPTION/DATE
INTEREST CEASES
REDEMPTION OPTION PROCEDURES TO ACCRUE
----------------------------------- ------------------------------------- ----------------------------
<S> <C> <C>
TELEPHONE REDEMPTION
By use of the Telephone Redemption THE INVESTOR MUST SELECT THE Redemption proceeds will be
option, the Investor authorizes the TELEPHONE REDEMPTION OPTION ON THE wired to the predesignated
Agent Bank to act on telephone APPLICATION. Requests for redemption bank account or a check
instructions to have redemption may be made by calling 1-800-233-2164 representing the redemption
proceeds paid by check or wire from 7:30 a.m. to 6:00 p.m. Central proceeds will be mailed to
transfer. The Agent Bank's records time Monday through Friday. Check the registered account
of the telephonic instructions are redemptions will be sent only to the address, no later than the
binding. Neither the Company nor registered account address designated next business day following
the Agent Bank will be responsible on the Application. Wire redemption receipt of the redemption
for the authenticity of telephone instructions must indicate request and interest will
redemption requests. THE MINIMUM Caterpillar Money Market Account, the accrue to, but not
AMOUNT THAT MAY BE REDEEMED BY Program account number, the social including, the day of your
TELEPHONE REDEMPTION IS $250 FOR security number or taxpayer request.
CHECKS AND $1,000 FOR WIRE identification number and the name of
TRANSFERS. the registered owner submitting the
wire redemption request. WIRE
REDEMPTION PROCEEDS WILL BE WIRED
ONLY TO THE U.S. BANK ACCOUNT
DESIGNATED BY THE INVESTOR ON THE
APPLICATION. The predesignated bank
and account number may be changed
only upon written request to the
Agent Bank with the signature of each
registered owner (including joint
owners) of the Program account.
Neither the Agent Bank nor the
Company will be responsible for
delays in the fund wiring system. If
the predesignated bank is not a
member of the Federal Reserve System,
there may be a delay in crediting the
funds to the predesignated bank
account.
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
DATE OF
REDEMPTION/DATE
INTEREST CEASES
REDEMPTION OPTION PROCEDURES TO ACCRUE
----------------------------------- ----------------------------------- ----------------------------
<S> <C> <C>
AUTOMATIC REDEMPTION
By specifying Automatic Redemption The Investor must select the Redemption will be on the
on the Application an Investor may Automatic Redemption feature on the 16th business day of each
elect to redeem a specified part of Application. month or the first business
the Note on a monthly or quarterly day thereafter. A check
basis. ONLY INVESTORS WITH ACCOUNT payable in the amount
BALANCES WHICH ARE AND WILL REMAIN specified in the Application
IN EXCESS OF $10,000 ARE ELIGIBLE will be sent to the address
FOR THIS REDEMPTION OPTION. Each specified on the Investor's
redemption must be for a minimum Application. Interest will
amount of $250. accrue to, but not
including, the day of
redemption.
</TABLE>
FEES
There are no account maintenance fees or charges for checks or check
redemptions. Fees for checks returned due to insufficient funds, stop payment
requests, wire redemption and other special services will be debited directly
from the Investor's account. A $10 SERVICE FEE WILL BE DEBITED DIRECTLY FROM
THE INVESTOR'S ACCOUNT FOR ANY CHECKS WRITTEN FOR LESS THAN $250.
ACCOUNT STATEMENTS
The Agent Bank will send an account statement to each Investor on
approximately the 15th of every month showing a summary of all the transactions
made to the Investor's account during the previous month, including the
beginning balance, all investments and redemptions, all interest earned, as
well as any relevant fees or charges. In addition, redemption checks on which
payment has been made will be returned monthly to the Investor; the check
number and amount of each such check will be indicated on the monthly account
statement. This procedure is subject to change at the discretion of the Money
Market Account Committee.
Current Program account information can be obtained by calling toll-free
1-800-233-2164 from 7:30 a.m. to 6:00 p.m. Central time Monday through Friday
or by writing Caterpillar Money Market Account, P.O. Box 75956, Chicago,
Illinois 60675-5956. Account information will be furnished only if the
Investor has specified the name, address, Program account number, and social
security or taxpayer identification number of the account's registered owner.
TAXES
The following is a general summary of the U.S. Federal income tax
consequences to Investors in the Notes. The discussion addresses only the
income tax consequences to Investors in the Notes who are individuals and are
citizens of the United States or resident alien individuals for Federal income
tax purposes. Investors in the Notes and persons considering the investment in
Notes should consult their own tax advisors concerning the application of
United States Federal income tax laws, as well as the laws of any state, local
or foreign taxing jurisdictions, to their particular situations.
The Program is not qualified under Section 401(a) of the Internal Revenue
Code. All interest credited
<PAGE> 17
to the Notes under the Program in any taxable year is reportable by the
Investor as taxable income for Federal income tax purposes. Early in each year
the Agent Bank will provide to each Investor the full amount reportable as
taxable income for the previous year. The Agent Bank also will file tax
information returns as required by law. Interest credited to the Notes also
may be subject to state and local income taxes.
MONEY MARKET ACCOUNT COMMITTEE
The Money Market Account Committee has the full power and authority to
amend the Program to the extent described below under "Termination, Suspension
or Modification," to interpret its provisions, to adopt rules and regulations
in connection therewith, and to make certain determinations in accordance with
the Program, including setting the rates of interest to be paid on the Notes in
accordance with the Program.
The Money Market Account Committee shall consist of at least three persons
designated from time to time by the Company's Board of Directors. The
President of the Company may from time to time designate an alternate for each
member, who shall have full power to act in the absence or inability to act of
such member. The address of each member of the Money Market Account Committee
is 3322 West End Avenue, Nashville, Tennessee, 37203-1071. The members of the
Money Market Account Committee receive no additional compensation for Committee
services.
AGENT BANK
The Company has engaged The Northern Trust Company as the Agent Bank for
the Program. Services to be performed by the Agent Bank include: maintenance
of records of Program accounts; receipt of funds being invested in Notes and
disbursement of funds upon redemption of Notes; transaction processing and
accounting; preparation of Program account statements and other correspondence;
investor servicing; maintenance of records of the principal balance of Notes
outstanding under the Program; computation and maintenance of records of the
accrual and reinvestment of interest; and required tax reporting and filings
with proper authorities. For these services, the Company will pay the Agent
Bank an administrative fee.
DESCRIPTION OF THE NOTES
The Notes are to be issued under an Indenture (the "Indenture") dated as of
July 15 1991, between the Company and First Trust National Association (as
successor to Bank of America Illinois, formerly known as Continental Bank,
National Association), as Trustee. The statements under this caption relating
to the Notes 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 Notes will be issuable in any amount and will mature on the demand of
the Investor. The Notes are unsecured and will rank equally and ratably with
all other unsecured and non-subordinated debt of the Company. All investments
in the Notes are investments in the securities of the Company and are not
obligations of or guaranteed by Caterpillar, the Agent Bank or any other
company. The Indenture does not limit the principal amount of the Notes or any
other debt of the Company that may be issued. The Notes will be identical
except for their issue date and principal amount. The Notes will not be
subject to any sinking fund and will be redeemable at the option of the holder
thereof as described in this Prospectus.
The Notes will be issued in uncertificated form and Investors will not
receive any certificate or other
<PAGE> 18
instrument evidencing the Company's indebtedness. In accordance with the
provisions of the Program, all funds invested in Notes, together with interest
accrued thereon, and redemptions, if any, will be recorded on a register
maintained by the Agent Bank.
OPTIONAL REDEMPTION BY THE COMPANY
The Company may redeem, at any time at its option, all or any part of the
Notes. Any partial redemption of Notes will be effected by lot or pro rata or
by any other method that is deemed fair and appropriate by the Trustee.
(Section 301)
Because of the relatively high cost of maintaining small accounts, the
Company reserves the right to close any account with a current balance of less
than $250. The account will be closed by redeeming the principal amount of the
Note, together with accrued and unpaid interest, and mailing the proceeds to
the registered address. The Investor will be notified if a Program account is
to be closed and will be permitted 30 days within which to make additional
investments to increase the balance to at least $250 before the account is
closed. (Section 304)
The Company also may redeem the principal amount of the Note, together with
accrued and unpaid interest thereon, in any Program account where the account
holder is not eligible to participate in the Program. (Section 305)
The Company will give at least 30 days prior written notice to an Investor
whose Note is to be redeemed in whole or in part. The full or partial Note
being redeemed, plus accrued and unpaid interest thereon to the date of
redemption, will be paid by check to the registered holder of the Note.
Interest on the redeemed amount shall cease to accrue on and after the
effective date of redemption. (Sections 302 and 303)
CERTAIN RESTRICTIONS
Support Agreement. The Indenture provides that the Company (i) will
observe and perform in all material respects all covenants or agreements of the
Company contained in the Support Agreement; (ii) 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 (iii) 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 Notes or if the holders of at least 66 2/3% in principal amount
of the outstanding Notes so affected (excluding from the amount so outstanding
and from such holders, the holders of such Notes who are not so affected) shall
waive compliance with these provisions insofar as they relate 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 Notes (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 interest 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,
<PAGE> 19
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 Notes, 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 Consolidated Net Tangible
Assets. (Sections 101 and 1005)
The Indenture provides that no consolidation or merger of the Company and
no sale, conveyance or lease of the property of the Company, substantially as
an entirety, shall be made with or to another corporation if as a result
thereof any properties or assets of the Company would become subject to a lien
or mortgage not permitted by the terms of the Indenture unless effective
provision shall be made to secure the Notes 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,
trade names, 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.
First Trust National Association (as successor to Bank of America Illinois,
formerly known as Continental Bank, National Association), the Trustee under
the Indenture, maintains a banking relationship with the Company and
Caterpillar.
EVENTS OF DEFAULT AND NOTICE THEREOF
The following events are defined in the Indenture as "Events of Default"
with respect to the Notes: (a) failure to pay any or all the principal of or
interest on any Note when due, provided that the Trustee may determine that
such failure to pay shall not be deemed to be an Event of Default under various
circumstances, such as when the person demanding payment is not legally
entitled thereto or upon the occurrence of an administrative error; (b) default
in the performance, or breach, of any term or provision of the covenant
described under "Certain Restrictions-Support Agreement;" (c) failure to
perform any other covenant of the Company in the Indenture, continued for 60
days after written notice given to the
<PAGE> 20
Company by the Trustee or the holders of at least 25% in principal amount of
the Notes outstanding; (d) 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; (e) 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
other than the Notes), 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
Notes; (f) certain events in bankruptcy, insolvency or reorganization of the
Company; and (g) 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. (Section 501)
If an Event of Default with respect to the Notes 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 Notes may declare the principal
amount of all Notes to be due and payable immediately; provided, however, that
under certain circumstances the holders of a majority in aggregate principal
amount of outstanding Notes may rescind and annul such declaration and its
consequences. (Section 502)
The Indenture provides that the Trustee, within 90 days after the
occurrence of a default with respect to the Notes, shall give to the holders of
the Notes 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 interest, if any, on any
Notes, 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 Notes. (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 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 Notes
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 Notes, and to waive certain defaults. (Sections 512 and 513)
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 Notes 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 the outstanding Notes 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 Notes
affected thereby (1) change the character of the Notes from being payable on
demand or reduce the principal amount of any Note; (2) impair the right to
institute suit for the enforcement of any such payment on or with respect to
any such Note; (3) reduce the above-stated percentage of holders of Notes
necessary to modify or amend the Indenture; or (4) modify the foregoing
requirements or reduce the percentage of outstanding
<PAGE> 21
Notes necessary to waive compliance with certain provisions of the Indenture or
for waiver of certain defaults. (Section 902)
TERMINATION, SUSPENSION OR MODIFICATION
The Company expects that the Program will continue in the foreseeable
future, but the Company reserves the right at any time to terminate, to suspend
or from time to time to modify the Program in part, in its entirety or in
respect of Investors located in one or more states or other jurisdictions or to
suspend new Investor enrollments in the Program. The Company reserves the
right to modify, suspend or terminate any of the Investment Options and
Redemption Options described under "How to Invest" and "How to Redeem." No
termination, modification or suspension may affect the right of any Investor
unless such proposed action shall have been communicated to such Investor in
sufficient time prior to the effective date thereof to allow such Investor to
redeem amounts credited to his or her account together with accrued and unpaid
interest in accordance with the terms of the Program in effect prior to the
effective date of such termination, modification or suspension. Any
modification that affects the rights or duties of the Trustee may be made only
with the consent of the Trustee.
RIGHTS MAY NOT BE ASSIGNED, TRANSFERRED OR PLEDGED
Except for redemptions, and except for the right to debit amounts credited
in error to a Program account, there is no provision in the Program, in the
Indenture or in the Company's arrangements with the Agent Bank under which any
person has or may create any lien on amounts credited to an Investor's Program
account. An Investor may not assign, transfer or pledge rights under the
Program or amounts in his or her Program account, except upon redemption.
PLAN OF DISTRIBUTION
The Notes are offered on a continuing basis through Caterpillar Securities
Inc. ("CSI"), a wholly owned subsidiary of Caterpillar Investment Management
Ltd. No commissions will be paid to CSI for any sales resulting from its
efforts although CSI will be paid an administrative fee by the Company for its
services. This offering of Notes is being made pursuant to the provisions of
the Bylaws of the National Association of Securities Dealers, Inc. The Company
also may from time to time sell Notes directly or designate other agents
through whom Notes may be offered. The Company reserves the right to withdraw,
cancel or modify the offer to purchase Notes at any time. The Company has the
sole right to accept offers to purchase Notes and may reject any proposed
purchase of Notes in whole or in part.
VALIDITY OF NOTES
The validity of the Notes will be passed upon by Orrick, Herrington &
Sutcliffe LLP, 400 Sansome Street, San Francisco, California, 94111, counsel
for the Company.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended December 31, 1996,
have been so incorporated in reliance upon the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
<PAGE> 22
<TABLE>
<S> <C>
CATERPILLAR MONEY MARKET ACCOUNT
P.O, BOX 75956
CHICAGO, ILLINOIS 60675-5956
Sales Literature, Questions and
Account Information 1-800-233-2164 CATERPILLAR(R)
----------- ---------------------
--------------- MONEY MARKET ACCOUNT
A Caterpillar Financial Services Investment
TABLE OF CONTENTS Distributed by Caterpillar Securities Inc.
a registered broker-dealer.
Page
----
Available Information . . . . . . . . . . . . . . Prospectus
Document incorporated by Reference . . . . . . . ----------
The Company . . . . . . . . . . . . . . . . . . . _____, 1998
Caterpillar Money Market Account Program . . . .
Eligible Investors . . . . . . . . . . . . . .
Interest Rate . . . . . . . . . . . . . . . . .
How to Invest . . . . . . . . . . . . . . . . .
How to Redeem . . . . . . . . . . . . . . . . .
Fees . . . . . . . . . . . . . . . . . . . . .
Account Statements . . . . . . . . . . . . . .
Taxes . . . . . . . . . . . . . . . . . . . . .
Money Market Account Continue . . . . . . . . .
Agent Bank . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . .
Ratios of Profit to Fixed Charges . . . . . . . .
Description of the Notes . . . . . . . . . . . .
Rights May Not be Assigned, Transferred
or Pledged . . . . . . . . . . . . . . . . . .
Plan of Distribution . . . . . . . . . . . . . .
Validity of Notes . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . .
CATERPILLAR FINANCIAL
SERVICES CORPORATION
</TABLE>
<PAGE> 23
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 Notes:
<TABLE>
<S> <C>
Registration fee . . . . . . . . . . . . . . . . . $ 25,000
Fees and expenses of Agent . . . . . . . . . . . . . 200,000
Fees and expenses of Trustee . . . . . . . . . . . . 13,750
Printing expenses . . . . . . . . . . . . . . . . . . 50,000
Accountants' fees and expenses . . . . . . . . . . . 5,000
Counsel fees and expenses . . . . . . . . . . . . . . 60,000
Blue Sky qualification . . . . . . . . . . . . . . . 90,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . 6,250
-------
Total . . . . . . . . . . . . . . . . . $ 450,000
=======
</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 Caterpillar Money Market Plan provides for the indemnification of
officers and Directors of the Company under certain circumstances.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
NUMBER
<S> <C>
1 Caterpillar Money Market Plan (incorporated by reference to
Exhibit 1 to the Company's Registration Statement on Form S-3,
No. 33-39299)
4.1 Form of Indenture (incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form S-3, No. 33-39299)
</TABLE>
<PAGE> 24
<TABLE>
<S> <C>
4.2 Support Agreement, dated as of December 21, 1984, between the
Company and Caterpillar (incorporated by reference to Exhibit 4.2
to the Company's Form 10, as amended, Commission File No.
0-13295).
5 Opinion of Orrick, Herrington & Sutcliffe LLP, as to the validity
of the Notes (incorporated by reference to Exhibit 5 to the
Company's Registration Statement or Form S-3, No.33-39299).
12 Computation of Ratios of Profit to Fixed Charges of the Company
(incorporated by reference to the Company's Form 10-Q for the
period ended September 30, 1997).
23.1 Consent of Price Waterhouse LLP.
23.2 The consent of Orrick, Herrington & Sutcliffe LLP 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
Continental Bank, National Association (incorporated by reference
to Exhibit 26 to the Company's Registration Statement on Form
S-3, No. 33-39299)
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement, or
any material change to such information in the registration statement;
Provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(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.
<PAGE> 25
(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.
<PAGE> 26
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 17th day
of February, 1998.
CATERPILLAR FINANCIAL SERVICES CORPORATION
(Registrant)
By: /S/ PAUL J. GAETO
------------------------------------
Paul J. Gaeto, 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 17th day of February 1998.
Signature Title
--------- -----
/s/: JAMES S. BEARD President, Director and
------------------------- Principal Executive Officer
James S. Beard
/s/: J.R. ENGLISH Executive Vice President
-------------------------- and Director
J.R. English
/s/: JAMES W. OWENS Director
--------------------------
James W. Owens
/s/: KENNETH C. SPRINGER Controller
-------------------------- and Principal Accounting Officer
Kenneth C. Springer
/s/: EDWARD J. SCOTT Treasurer
--------------------------- and Principal Financial Officer
Edward J. Scott
By /s/: PAUL J. GAETO
-------------------------------
Paul J. Gaeto, Attorney-in-Fact
<PAGE> 27
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
1 Caterpillar Money Market Plan (incorporated by reference
to Exhibit 1 to the Company's Registration Statement on
Form S-3, No. 33-39299).
4.1 Form of indenture, to be dated as of April 1, 1991,
between the Company and Continental Bank, National
Association, as Trustee (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on
Form S-3, No. 33-39299.)
4.2 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).
5 Opinion of Orrick, Herrington & Sutcliffe LLP, as to the
validity of the Notes (incorporated by reference to
Exhibit 5 to the Company's Registration Statement or Form
S-3, No. 33-39299).
12 Computation of Ratios of Profit to Fixed Charges of the
Company (incorporated by reference to the Company's
Form 10-Q for the period ended September 30,1997).
23.1 Consent of Price Waterhouse LLP.
23.2 The consent of Orrick, Herrington & Sutcliffe LLP 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
Continental Bank, National Association (incorporated by
reference to Exhibit 26 to the Company's Registration
Statement or Form S-3, No. 33-39299.)
</TABLE>
