<PAGE> 1
Filed pursant to Rule 424(b)(5)
Registration Statement No. 033-39299
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 December
31, 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 April 8, 1998
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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 Company's Annual Report on Form 10-K for the year ended December 31,
1997 filed with the Commission pursuant to the 1934 Act is 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
3322 West End Avenue, Nashville, Tennessee, 37203-1071, Attention: Treasurer,
(615) 386-5820.
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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.
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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 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, 1993 through 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>
YEAR ENDED DECEMBER 31,
--------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of profit to fixed charges...................... 1.39x 1.36x 1.34x 1.23x 1.33x
</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.
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ELIGIBLE 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 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(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
- ---------------
* IBC's Money Fund Report is a registered trademark of IBC Financial Data,
Inc. and is published weekly.
5
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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.
PRIMARY INVESTMENT OPTIONS:
<TABLE>
<CAPTION>
DATE INVESTMENT CREDITED
INVESTMENT OPTION PROCEDURES TO PROGRAM ACCOUNT
- ------------------------------------- ------------------------------------- -------------------------------------
<S> <C> <C>
PERSONAL, CASHIER'S, CORPORATE AND
OTHER CHECKS
All Investors may use this Investment The completed Application should be Investments by check will be credited
Option. THE INITIAL INVESTMENT MAY BE accompanied by a check in an amount and interest will begin to accrue on
IN ANY AMOUNT OF $250 OR MORE. of $250 or more. Additional the first business day following
ADDITIONAL INVESTMENTS MAY BE IN ANY investments in an amount of $50 or receipt if received prior to 8:00
AMOUNT OF $50 OR MORE. more must be accompanied by the a.m. Central time and on the second
deposit stub provided with the business day following receipt if
monthly account statement or provided received after 8:00 a.m. Central time
with investment confirmation advices. by the Agent Bank in proper form.
ALL CHECKS SHOULD BE MADE PAYABLE TO Checks are accepted subject to
CATERPILLAR MONEY MARKET ACCOUNT IN collection at full face value in U.S.
U.S. DOLLARS AND DRAWN ON A U.S. funds and must be drawn in U.S.
BANK. dollars on a bank in the U.S.
INVESTMENTS MADE BY CHECK MAY BE
REDEEMED AFTER 10 BUSINESS DAYS OR
SUCH SHORTER TIME AS SHALL BE
DETERMINED FROM TIME TO TIME BY THE
MONEY MARKET ACCOUNT COMMITTEE.
WIRE TRANSFER
All Investors may use this Investment Before an account can be opened, the Investments made by Federal Funds
Option. THE INITIAL INVESTMENT MAY BE Investor must obtain an account wired to the Agent Bank will be
IN ANY AMOUNT OF $1,000 OR MORE. number by calling the Agent Bank toll credited as of, and interest will
ADDITIONAL INVESTMENTS MAY BE IN free at 1-800- 233-2164 from 7:30 begin to accrue, no later than the
a.m. to 6:00 p.m. Central time Monday next business day following receipt
through Friday to advise them of of funds by the Agent Bank, except
that if wired
</TABLE>
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<TABLE>
<CAPTION>
DATE INVESTMENT CREDITED
INVESTMENT OPTION PROCEDURES TO PROGRAM ACCOUNT
- ------------------------------------- ------------------------------------- -------------------------------------
<S> <C> <C>
ANY AMOUNT OF $1,000 OR MORE. the wire investment, at which time funds are received by 1:00 p.m.
This Investment Option permits the the Agent Bank will provide wire Central time the funds will be
Investor to make investments by wire transfer instructions. The Agent Bank credited to the account and begin
transfer of Federal Funds to his or will send the Investor an Application accruing interest the same day.
her Program account. Federal Funds which must be completed. The Wiring funds other than Federal Funds
are a commercial bank's deposit in a completed Application should specify to the Agent Bank may result in a
Federal Reserve Bank and can be transfer by "Wire." delay in crediting the wire
transferred on the same day from one investment to the Investor's Program
bank which is a member of the Federal account. Neither the Company nor the
Reserve System to another bank which Agent Bank will be responsible for
is also a member of the System. delays in the funds wiring system.
PAYROLL OR PENSION DEDUCTION
Unless otherwise determined from time The completed Application should Investments by Payroll or Pension
to time by the Money Market Account specify "Payroll Deduction" or Deduction will be credited as of and
Committee, only employees of "Pension Deduction." The Investor interest will begin to accrue on the
Caterpillar and its United States should complete the Caterpillar Money applicable payday.
("U.S.") subsidiaries (including Market Automatic Investment
full-time and part-time employees, Authorization form and submit it
employees on leave of absence and along with the Application. An
employees on medical disability), Investor may change or terminate
retirees receiving retirement investments by Payroll or Pension
benefits from Caterpillar or any of Deduction by providing written
its U.S. subsidiaries, to the extent instructions (signed by the payroll
they are currently paid through a or pension recipient) to the
Caterpillar payroll or pension system Caterpillar Money Market Account,
may use this Investment Option. P.O. Box 75956, Chicago, Ill.
Investments by Payroll or Pension 60675-5956. Changes or terminations
Deduction may be made only to one of investments by Payroll or Pension
Program account. In addition, Deduction will be effective as soon
Investors who invest by payroll or as practicable after receipt of such
pension deduction may have only one instructions (usually within 4 to 7
account in the Program which is weeks).
identified by the same social
security number. THE MINIMUM
INVESTMENT IS $50 A MONTH, FOR
PAYROLL OR PENSION DEDUCTION.
</TABLE>
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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 the Call the Agent Bank toll free Checks for monthly investments will
Investor to make automatic monthly 1-800-233-2164 from 7:30 a.m. to 6:00 be presented for payment on
investments in the Program account. p.m. Central time Monday through approximately the 18th day of each
INVESTMENTS MAY BE MADE IN ANY AMOUNT Friday for an Automatic Investment month. Investments will be credited
OF $50 OR MORE. The Agent Bank will Authorization form. Complete the form and interest will begin to accrue on
draw automatically against the and return it to the Agent Bank the first business day following
Investor's checking account at a together with a voided check as presentation of such draft by the
specified U.S. bank. described in the Application. An Agent Bank. All such investments are
Investor may change or terminate accepted subject to collection at
investments by Automatic Charge at full face value in U.S. funds.
any time by providing notice in Redemption is available after five
writing to the Agent Bank. Such business days.
notice will be effective as soon as
practicable after receipt thereof by
the Agent Bank.
AUTOMATIC SOCIAL SECURITY DEPOSIT
This Investment Option is used to Contact your local Social Security Automatic investments will be
deposit an Investor's entire Social office or other payor organization credited, and interest will begin to
Security payment. for the required form. Complete the accrue according to the provisions
form and return it to the Agent Bank. for checks or wire transfers above,
Investors may terminate the Agent as applicable. Redemption is
Bank's authority to receive their available after 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>
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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.
<TABLE>
<CAPTION>
DATE OF REDEMPTION/ DATE
REDEMPTION OPTION PROCEDURES INTEREST CEASES TO ACCRUE
- ------------------------------------- ------------------------------------- -------------------------------------
<S> <C> <C>
CHECK WRITING
Investors will be provided with a THE INVESTOR MUST SELECT THE CHECK Redemption will be made on the date
supply of redemption checks free of WRITING OPTION ON THE APPLICATION TO the redemption check is presented to
charge. For the Investor's RECEIVE REDEMPTION CHECKS. If the the Agent Bank for payment. The
protection, only checks provided by Investor's Program account is a joint amount of the Note to be redeemed
the Caterpillar Money Market Account account, the Investor may choose to will continue to accrue interest to,
will be accepted for redemption. have one or both signatures required but not including, the day the
Investors may make redemption checks on the redemption checks. Investors redemption check is presented for
payable to the order of anyone in the may order additional redemption payment.
amount of $250 or more. A $10 SERVICE checks by using the reorder form in
FEE WILL BE DEBITED DIRECTLY FROM THE their current checkbooks. Redemption
INVESTOR'S ACCOUNT FOR ANY CHECKS Checks will be sent only to the
WRITTEN FOR LESS THAN $250. The payee registered owner(s) of the Program
of a redemption check may cash or account and only to the address of
deposit the check like any personal record. The election of the Check
check drawn on a bank. If the amount Writing option does not create a
of a redemption check is greater than checking or other bank account or a
the balance in the Investor's Program depositor or banking relationship
account, the check will not be with the Agent Bank or the Company.
honored and will be returned to the
Investor by the Agent Bank. See
"Fees" for a discussion of certain
fees in
</TABLE>
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<TABLE>
<CAPTION>
DATE OF REDEMPTION/ DATE
REDEMPTION OPTION PROCEDURES INTEREST CEASES TO ACCRUE
- ------------------------------------- ------------------------------------- -------------------------------------
<S> <C> <C>
connection with the Check
Redemption option.
WRITTEN REDEMPTION
The Investor may redeem investments WRITTEN REDEMPTION IS AVAILABLE TO The Agent Bank will mail a check
in his or her account at any time by ALL INVESTORS AND DOES NOT REQUIRE representing the redemption proceeds
writing to the Agent Bank and ANY SELECTION ON THE APPLICATION. A no later than the next business day
requesting redemption. In the case of check will be sent only to the following receipt of the request in
joint accounts, all account holders registered account address designated proper form, and interest will accrue
must sign the redemption request. in the Application. to, but not including, such next
Redemptions will be by check, in the business day.
amount of $250 or more, or the
balance of the account, whichever is
less.
TELEPHONE REDEMPTION
By use of the Telephone Redemption THE INVESTOR MUST SELECT THE Redemption proceeds will be wired to
option, the Investor authorizes the TELEPHONE REDEMPTION OPTION ON THE the predesignated bank account or a
Agent Bank to act on telephone APPLICATION. Requests for redemption check representing the redemption
instructions to have redemption may be made by calling 1-800-233-2164 proceeds will be mailed to the
proceeds paid by check or wire from 7:30 a.m. to 6:00 p.m. Central registered account address, no later
transfer. The Agent Bank's records of time Monday through Friday. Check than the next business day following
the telephonic instructions are redemptions will be sent only to the receipt of the redemption request and
binding. Neither the Company nor the registered account address designated interest will accrue to, but not
Agent Bank will be responsible for on the Application. Wire redemption including, the day of your request.
the authenticity of telephone instructions must indicate
redemption requests. THE MINIMUM Caterpillar Money Market Account, the
AMOUNT THAT MAY BE REDEEMED BY Program account number, the social
TELEPHONE REDEMPTION IS $250 FOR security number or taxpayer
CHECKS AND $1,000 FOR WIRE TRANSFERS. identification number and the name of
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
</TABLE>
10
<PAGE> 11
<TABLE>
<CAPTION>
DATE OF REDEMPTION/DATE
REDEMPTION OPTION PROCEDURES INTEREST CEASES TO ACCRUE
- ------------------------------------- ------------------------------------- -------------------------------------
<S> <C> <C>
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.
AUTOMATIC REDEMPTION
By specifying Automatic Redemption on The Investor must select the Redemption will be on the 16th
the Application an Investor may elect redemption. Automatic Redemption business day of each month or the
to redeem a specified part of the feature on the Application. first business day thereafter. A
Note on a monthly or quarterly basis. check payable in the amount specified
ONLY INVESTORS WITH ACCOUNT BALANCES in the Application will be sent to
WHICH ARE AND WILL REMAIN IN EXCESS the address specified on the
OF $10,000 ARE ELIGIBLE FOR THIS Investor's Application. Interest will
REDEMPTION OPTION. Each redemption accrue to, but not including, the day
must be for a minimum amount of $250. 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.
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<PAGE> 12
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 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 U.S. Bank Trust National Association (as
successor to 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.
12
<PAGE> 13
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 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)
13
<PAGE> 14
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, 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
14
<PAGE> 15
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.
U.S. Bank Trust National Association (as successor to 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 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)
15
<PAGE> 16
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 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
16
<PAGE> 17
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, 1997,
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.
17
<PAGE> 18
CATERPILLAR MONEY MARKET ACCOUNT
P.O. BOX 75956
CHICAGO, ILLINOIS 60675-5956
Sales Literature, Questions and
Account Information 1-800-233-2164
------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................... 2
Document incorporated by Reference........ 2
The Company............................... 3
Use of Proceeds........................... 4
Ratios of Profit to Fixed Charges......... 4
Caterpillar Money Market Account
Program................................. 4
Eligible Investors...................... 5
Interest Rate........................... 5
How to Invest........................... 5
How to Redeem........................... 9
Fees.................................... 11
Account Statements...................... 11
Taxes................................... 12
Money Market Account Committee.......... 12
Agent Bank................................ 12
Description of the Notes.................. 12
Rights May Not be Assigned, Transferred or
Pledged................................. 16
Plan of Distribution...................... 16
Validity of Notes......................... 17
Experts................................... 17
</TABLE>
DEDQ1200 (C) 1998 Caterpillar
Printed in the U.S.A.
CATERPILLAR(R)
--------------------------------------------------------
MONEY MARKET ACCOUNT
A CATERPILLAR FINANCIAL SERVICES CORPORATION INVESTMENT
Distributed by Caterpillar Securities Inc.,
a registered broker-dealer
PROSPECTUS
April 8, 1998
Caterpillar Logo
CATERPILLAR FINANCIAL
SERVICES CORPORATION
