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As filed with the Securities and Exchange Commission on April , 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CATERPILLAR FINANCIAL SERVICES CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 37-1105865
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3322 West End Avenue
Nashville, Tennessee 37203
(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
(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. |_|
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 C to Rule 434, please check
the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of each class of to be offering price offering registration
securities to be registered registered per unit* price* fee
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<S> <C> <C> <C> <C>
Debt Securities..................................... $100,000,000 100% $100,000,000 $27,800
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* Estimated solely for the purpose of calculating the registration fee.
----------------
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
SUBJECT TO COMPLETION DATED APRIL , 1999
Prospectus
CATERPILLAR FINANCIAL SERVICES CORPORATION
$100,000,000
VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES
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A Money Market 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 Caterpillar Financial Services Corporation and are not
obligations of or guaranteed by any other company.
The Money Market 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.
- --------------------------------------------------------------------------------
The Caterpillar Money Market Account Program provides you with a convenient
means of investing your money, provides liquidity and pays money market rates.
The Notes-
|_| are represented by a nontransferable account established for you
|_| are issuable in any amount
|_| have no stated maturity and mature on your demand
|_| have a principal amount equal to the total amount of your investments, plus
reinvested interested, after deducting redemptions and fees
|_| earn a floating rate of interest to be determined by Caterpillar Financial
Services' Money Market Account Committee--the rate will always be greater
than the most recent seven-day average yield (non-compounded) of taxable
money market yields
|_| earn interest which will accrue and be compounded daily and be
automatically reinvested on the fifteenth day of each month
|_| are subject to redemption and repurchase by Caterpillar Financial Services
at any time
|_| are not obligations of or guaranteed by Caterpillar Inc.
We urge you to carefully read this prospectus before you make your investment
decision and retain it for your reference. Neither the SEC nor any state
securities commission has approved these securities or determined that this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is April __, 1999
<PAGE>
The information in this prospectus is not complete and may be amended. A
registration statement relating to these securities has been filed with the SEC.
We may not sell these securities until the registration statement becomes
effective. This prospectus is not an offer to sell nor is it seeking an offer to
buy these securities in any state where the offer or sale is not permitted.
<PAGE>
TABLE OF CONTENTS
PAGE
----
The Company................................................................. 3
Caterpillar................................................................. 3
Use of Proceeds............................................................. 3
Ratios of Profit to Fixed Charges........................................... 3
Caterpillar Money Market Account Program.................................... 3
General..................................................................... 3
Eligible Investors and Types of Accounts.................................... 4
Interest Rate............................................................... 4
How to Invest............................................................... 4
How to Redeem............................................................... 8
Fees........................................................................ 10
Account Statements.......................................................... 10
Taxes....................................................................... 10
Money Market Account Committee.............................................. 10
Agent Bank.................................................................. 11
Description of the Notes.................................................... 11
Rights May Not be Assigned, Transferred or Pledged.......................... 15
Plan of Distribution........................................................ 15
Validity of Notes........................................................... 15
Experts..................................................................... 15
Where You Can Find More Information......................................... 15
You should rely only on the information in this prospectus, including the
information incorporated by reference. We have not authorized anyone to provide
you with different information. We are not offering the Notes in any state where
the offer is not permitted. We do not claim the accuracy of the information in
this prospectus as of any date other than the date stated on the cover,
regardless of the time of delivery of this prospectus.
<PAGE>
THE COMPANY
Caterpillar Financial Services Corporation is a wholly owned finance
subsidiary of Caterpillar Inc. We provide retail financing alternatives to
customers and dealers around the world for Caterpillar Inc. products and
non-competitive related equipment, provide wholesale financing to Caterpillar
Inc. dealers and purchase short-term dealer receivables from Caterpillar Inc. We
emphasize prompt and responsive service and offer various financing plans to
meet customer requirements, increase Caterpillar Inc. sales and generate
financing income.
We are a Delaware corporation that was incorporated in 1981. Our
principal office is located at 3322 West End Avenue, Nashville, Tennessee, 37203
and our telephone number is (615) 386-5800. Unless the context otherwise
indicates, the terms "Caterpillar Financial," "we," "us" or "our" mean
Caterpillar Financial Services Corporation and its wholly owned subsidiaries,
and the term "Caterpillar" means Caterpillar Inc. and its consolidated
subsidiaries.
CATERPILLAR
Caterpillar and its subsidiaries operate in three principal business
segments:
o Machinery -- design, manufacture, and marketing of earthmoving,
construction, mining and agricultural machinery,
o Engines -- design, manufacture, and marketing of engines and
o Financial Products -- providing through Caterpillar Financial Services
Corporation 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.
USE OF PROCEEDS
We will use the net proceeds from the sale of the Notes to finance
future sales and leasing transactions, for loans to customers and dealers and
for other corporate purposes. We expect to incur additional indebtedness in
connection with our financing operations. However, the amount, timing and
precise nature of such indebtedness have not yet been determined and will depend
upon the volume of our business, the availability of credit and general market
conditions.
RATIOS OF PROFIT TO FIXED CHARGES
Our ratios of profit to fixed charges for each of the years ended
December 31, 1994 through 1998 are as follows:
Year Ended December 31
-----------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Ratio of profit to fixed charges........ 1.35x 1.39x 1.36x 1.34x 1.23x
For purposes of calculating these ratios, profit consists of income
before income taxes plus fixed charges. Profit is reduced by our equity in
profit of certain partnerships in which we participate. 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.
CATERPILLAR MONEY MARKET ACCOUNT PROGRAM
General
The following statements about the Money Market 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. If
this summary differs in any way from the statements in the Plan, you should rely
on the Plan. You may request a copy of the Plan by writing or calling us at 3322
West End Avenue, Nashville, Tennessee 37203, Attention: Treasurer, (615)
386-5820.
All of the money you invest in the Money Market Program will be used to
purchase Notes for your account. When you establish your Money Market Program
account, investments under the Money Market Program and interest thereon will be
recorded on a register maintained by the Northern Trust Company, the agent bank
for the Money Market Program. The principal amount of each Note will be equal to
all investments made by you under the Money Market Program, and reinvested
interest, less redemptions and fees, if any. Accrued interest is available to
you when it is reinvested on the 15th day of each month.
3
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A Money Market 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 Money Market
Program will be invested in our securities, you 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 Money Market Program is not subject
to the requirements of the Employee Retirement Income Security Act of 1974.
Eligible Investors and Types of Accounts
o You must be a citizen of the United States, or, except as provided in
applicable United States 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.
o You must provide a valid social security number or U.S. federal tax
identification number.
o Individuals, corporations, partnerships, firms or associations may open
Money Market Program accounts.
o You may open individual or joint accounts.
o You may open custodial and trust accounts.
o You may establish custodial accounts naming yourself as custodian for your
minor children under the Uniform Gifts to Minors Act of the state in which
you reside.
o You may open an account in the name of a trust established for your benefit
or for the benefit of an immediate family member if you are a joint owner
of the account with the trust for an immediate family member or are the
trustee or co-trustee for such trust. In the case of any trust account, the
income of the 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
Friday is not a business day, then the next preceding business day) to be
effective on the following Monday. The interest rate will always be higher 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 the seven-day average yield is
suspended, the minimum interest rate will 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 IBC's
Money Fund Report(R) states that the publisher screens the yield information
obtained from money market funds, we cannot guarantee the accuracy of the
information contained in IBC's Money Fund Report(R).
The interest rate we pay on the Notes for any particular period does
not indicate or represent the rates we will pay in the future. Interest on the
Notes will accrue daily and will 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 on the Notes, call toll-free 1-800-233-2164
from 8:30 a.m. to 7:00 p.m. Eastern time Monday through Friday.
How to Invest
You may open a Money Market Program account by:
o completing the application accompanying this prospectus and forwarding the
application with the return envelope,
o by writing to Caterpillar Money Market Account, P.O. Box 75956, Chicago,
Illinois 60675-5956,
- --------
* IBC's Money Fund Report is a registered trademark of IBC Financial Data,
Inc.
4
<PAGE>
o by calling 1-800-504-1114 for an enrollment package, or
o by accessing our prospectus and application through the Internet at
www.cat.com/moneymarket.
To open an account, you must select at least one of the primary
investment options and follow the procedures described below. You may make
additional investments 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 you first open an account with a Caterpillar-Peoria 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 you attain the
required balance of $250.00, you must maintain at least $250.00 in the account
at all times or we may close your account.
Your funds will be available for redemption on the date we credit your
investment to a Money Market 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 Money
Market Program account, or such shorter time as shall be determined from time to
time by the Money Market Account Committee. For further information on making
investments, call 1-800-662-2465 from 9:00 a.m. to 5:30 p.m. Eastern time Monday
through Friday. For other questions and account information, call toll-free
1-800-233-2164 from 8:30 a.m. to 7:00 p.m. Eastern time Monday through Friday.
Primary Investment Options:
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DATE INVESTMENT CREDITED
TO MONEY MARKET
INVESTMENT OPTION PROCEDURES PROGRAM ACCOUNT
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PERSONAL, CASHIER'S, CORPORATE
AND OTHER CHECKS
Anyone who opens a Money Market Your completed application Investments by check will be
Program account may use this should be accompanied by a credited and interest will begin to
investment option. check in an amount of $250 or accrue on the first business day
more. Additional investments after the agent bank receives a
Your initial investment may be in in an amount of $50 or more check in proper form if the check is
any amount of $250 or more. must be accompanied by the received prior to 9:00 a.m. Eastern
Additional investments may be in deposit stub provided with the time and on the second business day
any amount of $50 or more. monthly account statement or following receipt if the check is
provided with investment received after 9:00 a.m. Eastern
confirmation notices. time. Checks are accepted subject
to collection at full face value in
ALL checks should be made U.S. funds.
payable to Caterpillar Money
Market Account in U.S. dollars Investments made by check may be
and drawn on a U.S. bank. 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 Anyone who opens a Before we can open an account Investments made by Federal Funds
Money Market Program account may for you, you must obtain an wired to the agent bank will be
use this investment option. account number by calling the credited as of, and interest will
agent bank toll free at begin to accrue, no later than the
Your initial investment may be in 1-800-233-2164 from 8:30 a.m. next business day following receipt
any amount of $1,000 or more. to 7:00 p.m. Eastern time of funds by the agent bank, except
Additional investments may be in Monday through Friday to that if wired funds are received by
any amount of $1,000 or more. advise them of the wire 2:00 p.m. Eastern time the funds
investment, at which time the will be credited to the account and
agent bank will provide you begin accruing interest the same
This investment option permits wire transfer instructions. day. If you wire funds other than
you to make investments by wire The agent bank will send you Federal Funds to the agent bank,
transfer of Federal Funds to your an application, on which you there may be a delay in crediting
Money Market Program account. should specify transfer by the wire investment to your Money
"Wire." Market Program account. Neither the
agent bank nor we will be
responsible for delays in the funds
wiring system.
</TABLE>
5
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DATE INVESTMENT CREDITED
TO MONEY MARKET
INVESTMENT OPTION PROCEDURES PROGRAM ACCOUNT
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PAYROLL OR PENSION DEDUCTION
Unless the Money Market Account o Your completed Investments by payroll or pension
Committee determines otherwise, application should deduction will be credited as of and
you may use this investment specify "Payroll interest will begin to accrue on the
option if you belong to one of Deduction" or "Pension payday on which the payroll or
the following categories: Deduction." pension deductions begin.
o employees of Caterpillar o You should complete
and its U.S. subsidiaries, the Caterpillar Money
to the extent they are Market Automatic
currently paid through a Investment Authorization
Caterpillar-Peoria payroll form and submit it along
system, (including full-time with the application.
and part-time employees,
employees on leave of o You may change or
absence and management terminate investments by
payroll employees on medical payroll or pension
disability) and deduction by providing
written instructions
o retirees receiving (signed by the payroll
retirement benefits from or pension recipient) to:
Caterpillar or any of its
U.S. subsidiaries, to the Caterpillar Money Market
extent they are currently Account, P.O. Box 75956,
paid through a Caterpillar- Chicago, Ill. 60675-5956
Peoria pension system.
o We will change or
terminate your
Investments by payroll or pension investments by payroll
deduction may be made only to one or pension deduction and
Money Market Program account. In the change or termination
addition, if you invest by will be effective as soon
payroll or pension deduction, you as practicable after we
may have only one account in the receive your instructions.
Money Market Program that is
identified by the same social
security number.
The minimum investment for
payroll or pension deduction is
$50 a month.
Investments by payroll or pension
deduction will begin as soon as
practicable after you submit your
completed application.
</TABLE>
6
<PAGE>
Other Investment Options:
Anyone who opens a Money Market Program account may use the following
investment options. These investment options may not be used to make the initial
investment in opening a Money Market Program account.
<TABLE>
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DATE INVESTMENT CREDITED
TO MONEY MARKET
INVESTMENT OPTION PROCEDURES PROGRAM ACCOUNT
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AUTOMATIC CHECKING
ACCOUNT WITHDRAWAL
This investment option permits Call the agent bank toll free Checks for monthly investments will
you to make automatic monthly at 1-800-233-2164 from 8:30 a.m. be presented for payment on
investments in the Money Market to 7:00 p.m. Eastern time approximately the 18th day of each
Program account. Monday through Friday for an month. Investments will be credited
automatic investment and interest will begin to accrue on
Investments may be made in any authorization form. Complete the first business day following
amount of $50 or more. the form and return it to the presentation of such draft by the
agent bank together with a agent bank. All such investments
The agent bank will draw voided check as described in are accepted subject to collection
automatically against your the application. You may at full face value in U.S. funds.
checking account at a specified change or terminate You may redeem your investment after
U.S. bank. investments by automatic five business days.
charge at any time by
providing notice in writing
to the agent bank. Notices to
change or terminate investments
by automatic charge will be
effective as soon as practicable
after they are received by the
agent bank.
AUTOMATIC SOCIAL
SECURITY DEPOSIT
This investment option is used to Contact your local social Automatic investments will be
deposit your entire social security office or other payor credited, and interest will begin to
security payment. organization for the required accrue according to the provisions
form. Complete the form and for checks or wire transfers above,
return it to the agent bank. as applicable. You may redeem your
You may terminate the agent investment after five business days.
bank's authority to receive
your social security or other
payments at any time by
providing notice in writing to
the issuer of your social
security payments and to the
agent bank.
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<PAGE>
How to Redeem
You may redeem all or any part of your account at any time without
charges or penalties as more fully described below. You may close your account
and terminate participation in the Money Market Program only by use of the
written redemption option. In such event, the principal amount of the Note with
respect to each Money Market 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 us 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.
If you need more immediate access to your funds you may avoid this
delay by investing under the Money Market Program through one of the other
available means of investment. If you are liquidating your holdings and closing
your account you 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 8:30 a.m. to 7:00 p.m. Eastern time Monday
through Friday or write to:
Caterpillar Money Market Account at P.O. Box 75956, Chicago, Illinois
60675-5956.
<TABLE>
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DATE OF REDEMPTION/DATE
REDEMPTION OPTION PROCEDURES INTEREST CEASES TO ACCRUE
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<S> <C> <C>
CHECK WRITING
You will be provided with a If your Money Market Program Redemption will be made on the date
supply of redemption checks free account is a joint account, the redemption check is presented to
of charge. For your protection, you may choose to have one or the agent bank for payment. The
we will accept for redemption both signatures required on amount of the Note to be redeemed
only checks provided by the the redemption checks. You will continue to accrue interest to,
Caterpillar Money Market may order additional but not including, the day the
Account. You may make redemption redemption checks by using the redemption check is presented for
checks payable to the order of reorder form in your current payment.
anyone in the amount of $250 or checkbooks. We will send
more. redemption checks only to the
registered owner(s) of the
A $10 service fee will be debited Money Market Program account
directly from your account for and only to the address of
any checks written for less than record. Your election of the check
$250. writing option does not
create a checking or other
In addition, we will not honor bank account or a depositor or
checks written for less than $250 banking relationship with the
and will return them to the agent bank or us.
presenter. The payee of a
redemption check may cash or
deposit the check like any
personal check drawn on a bank.
If the amount of a redemption
check is greater than the balance
in your Money Market Program
account, the check will not be
honored and will be returned to
the presenter by the agent bank.
See "Fees" for a discussion of
certain fees in connection with
the check redemption option.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
DATE OF REDEMPTION/DATE
REDEMPTION OPTION PROCEDURES INTEREST CEASES TO ACCRUE
- -------------------------------- ------------------------------ ------------------------------------
<S> <C> <C>
WRITTEN REDEMPTION
You may redeem investments in Written redemption is The agent bank will mail you a check
your account at any time by automatically available to you representing the redemption proceeds
writing to the agent bank and and does not require any no later than the next business day
requesting redemption. If you selection on the application. following receipt of the request in
have a joint account, all account proper form, and interest will
holders must sign the redemption We will send a check only to accrue to, but not including, such
request. Redemptions will be by the registered account address next business day.
check, in the amount of $250 or designated in the application.
more, or the balance of the
account, whichever is less.
TELEPHONE REDEMPTION
By use of the telephone You must select the telephone Redemption proceeds will be wired to
redemption option, you authorize redemption option on the the predesignated bank account or a
the agent bank to act on application. check representing the redemption
telephone instructions to have proceeds will be mailed to the
redemption proceeds paid by check Requests for redemption may be registered account address, no later
or wire transfer. The agent made by calling than the next business day following
bank's records of the telephonic 1-800-233-2164 from 8:30 a.m. receipt of the redemption request
instructions are binding. to 7:00 p.m. Eastern time and interest will accrue to, but not
Neither the agent bank nor we Monday through Friday. Check including, the day of your request.
will be responsible for the redemptions will be sent only
authenticity of telephone to the registered account
redemption requests. address designated on the
application. Wire redemption
The minimum amount that may be instructions must indicate
redeemed by telephone redemption Caterpillar Money Market
is $250 for checks and $1,000 for Account, the Money Market
wire transfers. Program account number, the
social security number or
taxpayer identification number and the
name of the registered owner submitting
the wire redemption request.
The agent bank will wire
redemption proceeds only to
the U.S. bank account
designated by you on the
application.
You may change the predesignated bank
and account number only by making a
written request to the agent bank with
the signature of each registered owner
(including joint owners) of the Money
Market Program account. Neither the
agent bank nor we 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 your funds to
the predesignated bank account.
</TABLE>
9
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<TABLE>
<CAPTION>
DATE OF REDEMPTION/DATE
REDEMPTION OPTION PROCEDURES INTEREST CEASES TO ACCRUE
- -------------------------------- ------------------------------ ------------------------------------
<S> <C> <C>
AUTOMATIC REDEMPTION
By specifying automatic You must select the automatic Redemption will be on the 16th
redemption on the application you redemption feature on the business day of each month or the
may elect to redeem a specified application. first business day thereafter. A
part of the Note on a monthly or check payable in the amount
quarterly basis. specified in the application will be
sent to the address specified on
You are eligible for this your application. Interest will
redemption option only if your accrue to, but not including, the
account has a balance in excess day of redemption.
of $10,000 (and will remain so
after redemption).
Each redemption must be for a
minimum amount of $250.
</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 your account. A $10 service fee will be debited directly from your account
for any checks written for less than $250.
Account Statements
The agent bank will send an account statement to you on approximately
the 15th of every month showing a summary of all the transactions made to your
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 you; 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.
You can obtain current Money Market Program account information by
calling us toll-free at 1-800-233-2164 from 8:30 a.m. to 7:00 p.m. Eastern time
Monday through Friday or by writing to us at:
Caterpillar Money Market Account
P.O. Box 75956, Chicago, Illinois 60675-5956.
We will only furnish account information to you if you have specified the name,
address, Money Market 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 you if you invest in the Notes. The discussion addresses only
the income tax consequences to you if you are an individual and are a citizen of
the United States or a resident alien for Federal income tax purposes. You
should consult your 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 your situation.
The Money Market Program is not qualified under Section 401(a) of the
Internal Revenue Code. All interest credited to the Notes under the Money Market
Program in any taxable year is reportable by you as taxable income for Federal
income tax purposes. Early in each year the agent bank will provide to you 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:
o amend the Money Market Program to the extent described below under
"Termination, Suspension or Modification",
o interpret its provisions,
o adopt rules and regulations in connection therewith, and
o make certain determinations in accordance with the Money Market Program,
including setting the rates of interest to be paid on the Notes in
accordance with the Money Market Program.
The Money Market Account Committee shall consist of at least three
persons designated from time to time by our Board of Directors. Our President
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. The members of the Money Market Account Committee
receive no additional compensation for their Committee services.
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AGENT BANK
The Northern Trust Company is the agent bank for the Money Market
Program. Northern Trust's services include:
o maintenance of records of Money Market Program accounts;
o receipt of funds being invested in Notes and disbursement of funds upon
redemption of Notes;
o transaction processing and accounting; preparation of Money Market Program
account statements and other correspondence;
o investor servicing;
o maintenance of records of the principal balance of Notes outstanding under
the Money Market Program;
o computation and maintenance of records of the accrual and reinvestment of
interest; and
o tax reporting and filing with proper authorities.
For these services, we will pay the agent bank an administrative fee.
DESCRIPTION OF THE NOTES
As required by Federal law for all publicly-offered notes of companies,
the Notes are governed by a document called the indenture. The indenture is a
contract, dated as of July 15, 1991, between us and U.S. Bank Trust National
Association (as successor to the former trustee), which acts as trustee. The
trustee has two main roles. First, the trustee can enforce your rights against
us if we default. There are some limitations on the extent to which the trustee
acts on your behalf, described later under "Events of Default and Notices."
Second, the trustee performs administrative duties for us, such as sending you
interest payments, transferring your debt securities to a new buyer if you sell
and sending you notices.
The indenture and its associated documents contain the full legal text
of the matters described in this section. The indenture is an exhibit to our
registration statement. See "Where You Can Find More Information" for
information on how to obtain a copy.
This section summarizes all the material terms of the Notes. Because
this section is a summary, it does not describe every aspect of the Notes and is
subject to and qualified in its entirety by reference to all provisions of the
indenture, including definitions of certain terms used in the indenture. We
describe the meaning for only the more important of those terms. We also include
references in parentheses to certain sections of the indenture. Whenever we
refer to particular sections or defined terms of the indenture in this
prospectus, such sections or defined terms are incorporated by reference here.
General
The Notes will be issuable in any amount and will mature upon your
demand. The Notes will be identical except for their issue date and principal
amount. We may reject any offer to purchase Notes in whole or in part. All
investments in the Notes are investments in our securities and are not
obligations of or guaranteed by Caterpillar, the agent bank or any other
company. 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 are unsecured and will rank equally and ratably with all of
our other unsecured and non-subordinated debt, of which $9.6 billion was
outstanding at December 31, 1998. The indenture does not limit the principal
amount of the Notes or any of our other debt that may be issued.
The Notes will be issued in uncertificated form and you will not
receive any certificate or other instrument evidencing our indebtedness. In
accordance with the provisions of the Money Market Program, all funds you invest
in Notes, together with interest accrued thereon, and redemptions, if any, will
be recorded on a register maintained by the agent bank.
We May Redeem The Notes At Our Option
We may redeem, at any time at our 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, we
reserve the right to close your account if the balance is less than $250. We
will close your account by redeeming the principal amount of your Note, together
with accrued and unpaid interest, and mailing the proceeds to your registered
address. You will be notified if your Money Market Program account will be
closed and you will be permitted 30 days within which to make additional
investments to increase your balance to at least $250 before the account is
closed. (section 304)
We also may redeem the principal amount of your Note, together with
accrued and unpaid interest thereon, in any Money Market Program account if you
are not eligible to participate in the Money Market Program. (section 305)
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We will give you at least 30 days prior written notice if your 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
to you by check. 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. We have a support agreement with Caterpillar that
provides, among other things, that Caterpillar will:
o remain, directly or indirectly, our sole owner,
o ensure that we will maintain a tangible net worth of at least $20 million,
o permit us to use (and we are required to use) the name "Caterpillar" in the
conduct of our business, and
o ensure that we maintain a ratio of earnings and interest expense (as
defined) to interest expense of not less than 1.15 to 1.
Caterpillar's obligations under the support agreement are to us only and are not
directly enforceable by any of our creditors nor do they constitute a guarantee
by Caterpillar of the payment of any of our debts or other obligations.
The indenture provides that we:
o will observe and perform in all material respects all of our covenants or
agreements contained in the support agreement,
o to the extent possible, will cause Caterpillar to observe and perform in
all material respects all of its covenants or agreements contained in the
support agreement and
o 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 the amendment 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. We will not create, assume or guarantee
any secured debt unless we have made effective provisions to secure the Notes
(and, if we determine, any other indebtedness of or guaranteed by us), 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 of our property of any character. This
covenant does not apply to debt secured by:
o 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 us,
o mortgages, pledges, liens, security interests or encumbrances on property
existing at the time it is acquired, whether or not assumed by us,
o mortgages, pledges, liens, security interests or encumbrances on property
of a corporation existing at the time the corporation is merged into or
consolidated with us 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 us,
o mortgages, including mortgages, pledges, liens, security interests or
encumbrances, on our property 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,
o 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 four items, or
o any mortgage, pledge, lien, security interest, or encumbrance securing
indebtedness owing by us to one or more of our wholly owned subsidiaries.
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Notwithstanding the above, we 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 to these
restrictions, the aggregate amount of all outstanding secured debt (not
including secured debt permitted under the foregoing exceptions) does not exceed
5% of consolidated net tangible assets. (sections 101 and 1005)
The indenture provides that we shall not consolidate or merge with, and
shall not convey, transfer or lease our property, substantially as an entirety,
to another corporation if as a result any of our properties or assets would
become subject to a lien or mortgage not permitted by the terms of the indenture
unless we have made effective provisions 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 our and our subsidiaries' most recent consolidated
financial statements prepared in accordance with generally accepted accounting
principles. The term "subsidiary," as used in this section, 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 us 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 ours, 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 ours.
U.S. Bank Trust National Association (as successor to the former
trustee), the trustee under the indenture, maintains a banking relationship with
Caterpillar and us.
Events of Default and Notices
The following events are defined in the indenture as "events of
default" with respect to the Notes:
o failure to pay any or all the principal of or interest on any Note when
due, provided that the trustee may determine that the 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 to it or upon
the occurrence of an administrative error;
o default in the performance, or breach, of any term or provision of those
covenants contained in the indenture that are described under "Certain
Restrictions--Support Agreement";
o failure to perform any of our other covenants in the indenture, which
continues for 60 days after we are given written notice by either the
trustee or the holders of at least 25% in principal amount of the Notes
outstanding and affected thereby;
o Caterpillar or one of its wholly owned subsidiaries shall at any time fail
to own all of the issued and outstanding shares of our capital stock;
o our 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 (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 us by the trustee or
the holders of at least 10% in principal amount of the outstanding Notes;
o certain events in bankruptcy, insolvency or reorganization of us; and
o certain events in bankruptcy, insolvency or reorganization of Caterpillar
or one of its subsidiaries if such event affects any significant part of
our assets of or any of our subsidiaries. (section 501)
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If an event of default with respect to the outstanding Notes occurs and
is 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" means
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 the notice if it in good
faith determines that the withholding of the notice is in the interest of the
holders of Notes. (section 602)
We will be required to furnish annually to the trustee a statement by
certain of our officers to the effect that to their knowledge we are not in
default in the fulfillment of any of our obligations under the indenture or, if
there has been a default in the fulfillment of any of our obligations,
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 occurs and is
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 the trustee might incur in complying with the request.
(section 603)
Modification of the Indenture
We and the trustee may modify or amend the indenture, 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 the consent of each holder of the Notes that are affected:
o change the character of the Notes from being payable on demand or reduce
the principal amount of any Note;
o impair the right to institute suit for the enforcement of any payment on or
with respect to any Note;
o reduce the above-stated percentage of holders of Notes necessary to modify
or amend the indenture; or
o 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
We expect that the Money Market Program will continue in the
foreseeable future, but we reserve the right at any time to terminate, to
suspend or from time to time to modify the Money Market Program in part, in its
entirety or in respect of investors located in one or more states or other
jurisdictions or to suspend new enrollments in the Money Market Program. We
reserve 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 shall affect your rights unless the
proposed action shall have been communicated to you in sufficient time prior to
its effective date to allow you to redeem amounts credited to your account
together with accrued and unpaid interest in accordance with the terms of the
Money Market 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.
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RIGHTS MAY NOT BE ASSIGNED, TRANSFERRED OR PLEDGED
Except for redemptions, and except for the right to debit amounts
credited in error to a Money Market Program account, there is no provision in
the Money Market Program, in the indenture or in our arrangements with the agent
bank under which any person has or may create any lien on amounts credited to
your Money Market Program account. You may not assign, transfer or pledge rights
under the Money Market Program or amounts in your Money Market Program account,
except upon redemption.
PLAN OF DISTRIBUTION
We are offering the Notes 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 we will pay CSI an administrative fee for its services. We
are offering the Notes pursuant to the provisions of the Bylaws of the National
Association of Securities Dealers, Inc. We may also from time to time sell Notes
directly or designate other agents through whom Notes may be offered. We reserve
the right to withdraw, cancel or modify the offer to purchase Notes at any time.
We have 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, our
counsel.
EXPERTS
The financial statements incorporated in this prospectus by reference
to our Annual Report on Form 10-K for the year ended December 31, 1998, have
been so incorporated in reliance upon the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We filed a registration statement related to the Notes with the
Securities and Exchange Commission (the "SEC"). This prospectus is part of the
registration statement, but the registration statement includes additional
information. You may read and copy any reports, statements or other information
we and Caterpillar, Inc. each file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at (800) SEC-0330 for further information on the operation of the public
reference rooms. Our SEC filings and Caterpillar's filings are also available to
the public on the SEC Internet site (http://www.sec.gov). You may also read any
copy of these documents concerning us at the offices of the New York Stock
Exchange and these documents concerning Caterpillar at the offices of the New
York, Chicago or Pacific Stock Exchanges.
The SEC allows us to "incorporate by reference" information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and later information that we file with
the SEC will automatically update or supersede this information. We incorporate
by reference our Annual Report on Form 10-K for the year ended December 31, 1998
and any future filings made with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, until such time as all
of the securities covered by this prospectus have been sold.
As a recipient of this prospectus, you may request a copy of any
document we incorporate by reference (without exhibits), at no cost, by writing
or calling us at: 3322 West End Avenue, Nashville, Tennessee 37203, Attention:
Treasurer, (615) 386-5820.
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CATERPILLAR MONEY MARKET ACCOUNT
P.O, Box 75956
Chicago, Illinois 60675-5956
Sales Literature 1-800-662-2465
Questions and Account
Information 1-800-233-2164
------------
www.cat.com/moneymarket
(C) 1999 Caterpillar
DEDQ1200-01 Printed in the U.S.A.
Caterpillar(R)
MONEY MARKET ACCOUNT
A Caterpillar Financial Services Investment Distributed by Caterpillar
Securities Inc.
a registered broker-dealer.
Prospectus
April ___, 1999
(company logo to come)
Caterpillar Financial
Services Corporation
<PAGE>
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of expenses of Caterpillar
Financial in connection with the issue of the Notes:
<TABLE>
<S> <C>
Registration fee........................................................................$ 27,800
Fees and expenses of Agent.............................................................. _______ *
Fees and expenses of Trustee............................................................ _______ *
Printing expenses....................................................................... _______ *
Accountants' fees and expenses.......................................................... _______ *
Counsel fees and expenses............................................................... _______ *
Blue Sky qualification.................................................................. _______ *
Miscellaneous........................................................................... _______ *
Total.................................................................$ _______ *
</TABLE>
All except the first of the foregoing amounts are estimates.
* To be filed by amendment.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware Corporation law authorizes indemnification
of officers and Directors of Caterpillar Financial under certain circumstances.
Insurance carried by Caterpillar Inc. provides (within limits and
subject to certain exclusions) for reimbursement of amounts which (a)
Caterpillar Inc. or Caterpillar Financial may be required or permitted to pay as
indemnities to Caterpillar Financial's Directors or officers for claims made
against them, and (b) individual Directors, officers and certain employees of
Caterpillar Financial 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 Caterpillar Financial under certain circumstances.
Item 16. Exhibits.
<TABLE>
<S> <C>
Exhibit Exhibit
Number
1 Caterpillar Money Market Plan (incorporated by reference to Exhibit 1 to
Caterpillar Financial's Registration Statement on Form S-3, No. 33-39299)
4.1 Form of Indenture (incorporated by reference to Exhibit 4.1 to Caterpillar
Financial's Registration Statement on Form S-3, No. 33-39299)
</TABLE>
<PAGE>
<TABLE>
<S> <C>
4.2 Support Agreement, dated as of December 21, 1984, between Caterpillar
Financial and Caterpillar (incorporated by reference to Exhibit 4.2 to
Caterpillar Financial's Form 10, as amended, Commission File No.
0-13295).
5 Opinion of Orrick, Herrington & Sutcliffe LLP, as to the validity of the
Notes.
12 Computation of Ratios of Profit to Fixed Charges of Caterpillar Financial
(incorporated by reference to Caterpillar Financial's Form 10-K for the
period ended December 31, 1998).
23.1 Consent of PricewaterhouseCoopers 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 Caterpillar Financial.
25 Form T-1 Statement of Eligibility and Qualification of U.S. Bank Trust
National Association.
</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 that remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
(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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Caterpillar
Financial 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 7th day of
April, 1999.
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 7th day of April, 1999.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/: JAMES S. BEARD President, Director and
------------------------------ Principal Executive Officer
James S. Beard
/s/: JAMES 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
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
1 Caterpillar Money Market Plan (incorporated by reference to
Exhibit 1 to Caterpillar Financial's Registration Statement on
Form S-3, No. 33-39299).
4.1 Form of Indenture, dated as of July 15, 1991, between Caterpillar
Financial and U.S. Bank Trust National Association (as successor to
the former trustee), as Trustee (incorporated by reference to
Exhibit 4.1 to Caterpillar Financial's Registration Statement on
Form S-3, No. 33-39299)
4.2 Support Agreement, dated as of December 21, 1984, between
Caterpillar Financial and Caterpillar (incorporated by reference
from Exhibit 4.2 to Caterpillar Financial's Form 10, as amended.
Commission File No. 0-13295).
5 Opinion of Orrick, Herrington & Sutcliffe LLP, as to the validity
of the Notes.
12 Computation of Ratios of Profit to Fixed Charges of Caterpillar
Financial (incorporated by reference by reference to Caterpillar
Financial's Form 10-K for the period ended December 31, 1998).
23.1 Consent of PricewaterhouseCoopers 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 Caterpillar
Financial.
25 Form T-1 Statement of Eligibility and Qualification of U.S. Bank
Trust National Association.
</TABLE>
EXHIBIT 5
April 7, 1999
Caterpillar Financial Services Corporation
3322 West End Avenue
Nashville, Tennessee 37203-0983
Re: Caterpillar Financial Services Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement
on Form S-3 (the "Registration Statement"), in the form being filed with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended (the "Act") of $100,000,000 aggregate
principal amount of variable rate demand notes (the "Notes") of Caterpillar
Financial Services Corporation, a Delaware corporation (the "Company"). The
Notes are to be issued under an Indenture, dated as of July 15, 1991, (the
"Indenture"), between the Company and U.S. Bank Trust National Association, as
successor trustee (the "Trustee"), forms of which are included as exhibits to
the Registration Statement. The Notes are to be sold from time to time as set
forth in the Registration Statement, any amendment thereto and the prospectus
contained therein (the "Prospectus").
We have examined instruments, documents, and records that we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. Based on such examination, we are of the opinion that when the
issuance of the Notes has been duly authorized by appropriate corporate action
and the Notes have been duly completed, executed, authenticated and delivered in
accordance with the Indenture and sold as described in the Registration
Statement, any amendment thereto and the Prospectus, the Notes will be legal,
valid, and binding obligations of the Company, entitled to the benefits of the
Indenture.
Our opinion that the Notes are legal, valid, and binding is
qualified as to limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or other laws relating to or
affecting the enforcement of creditors' rights generally; and general principles
of equity, including without limitation concepts of materiality, reasonableness,
good faith and fair dealing, and the possible unavailability of specific
performance or injunctive relief, regardless of whether such enforceability is
considered in a proceeding in equity or at law.
We express no opinion as to matters of law in jurisdictions
other than the State of New York, the federal law of the United States, and the
corporate law of the State of Delaware.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit
to the above-referenced Registration Statement and to the use of our name
wherever it appears in the Registration Statement, the Prospectus, and in any
amendment or supplement thereto. In giving such consent, we do not consider that
we are "experts" within the meaning of such term as used in the Act or the rules
and regulations of the Securities and Exchange Commission issued thereunder with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
----------------------------------------
ORRICK, HERRINGTON & SUTCLIFFE LLP
2
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 20, 1999 appearing on page 12 of Caterpillar Financial Services
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ PRICEWATERHOUSECOOPERS LLP
- -------------------------------
PRICEWATERHOUSECOOPERS LLP
New York, New York
April 7, 1999
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned hereby appoints any one of James S.
Beard, James R. English, Edward J. Scott, and Paul J. Gaeto as his
attorney-in-fact, each acting alone, with full powers of substitution and
resubstitution, to execute for each of the undersigned and in his name and
capacity with Caterpillar Financial Services Corporation as listed below, and to
file any of the documents hereinafter described relating to the issuance and
offering of the Company's debt securities up to a total of US$100,000,000 or its
equivalent (including in such amount the offering price rather than the face
value of any such securities sold at a discount from face value), such documents
being: a Registration Statement to be filed with the Securities and Exchange
Commission, any all other documents required to be filed with respect thereto
with any regulatory authority, and all amendments to any of the foregoing, with
all exhibits and documents required to be filed in connection therewith. The
undersigned further grants unto said attorneys, each acting alone, with full
powers of substitution and resubstitution, full power and authority to
accomplish the foregoing registration as fully as the undersigned might do.
Dated as of this 7th day of April, 1999.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/: JAMES S. BEARD President, Director and
----------------------------- Principal Executive Officer
James S. Beard
/s/: JAMES R. ENGLISH Executive Vice President
----------------------------- and Director
James 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
</TABLE>
Exhibit 25
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM T-1
Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)___
-------------------------------------------------------
U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
<TABLE>
<S> <C> <C>
111 East Wacker Drive, Suite 3000
Chicago, Illinois 60601 36-4046888
(Address of principal executive offices) (Zip Code) I.R.S. Employer Identification No.
</TABLE>
Michael T. Goodwin
111 East Wacker Drive, Suite 3000
Chicago, Illinois 60601
Telephone (312) 228-9455
(Name, address and telephone number of agent for service)
Caterpillar Financial Services Corporation
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
Delaware 37-1105865
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
3322 West End Avenue
Nashville, Tennessee 37203-1071
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Variable Denomination Floating Rate Demand Notes
(Title of the Indenture Securities)
================================================================================
<PAGE>
FORM T-1
Item 1. GENERAL INFORMATION. Furnish the following information as to the
Trustee.
a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency
Washington, D.C.
b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
Trustee, describe each such affiliation. None
Items 3-15 There is not nor has there been a default with respect to the
securities under this Indenture. The Trustee is a Trustee under other
Indentures under which securities issued by the obligor are
outstanding. there is not and there has not been a default with
respect to the securities outstanding under other such Indentures.
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this
statement of eligibility and qualification.
1. A copy of the Articles of Association of the Trustee now in
effect, incorporated herein by reference to Exhibit 1of Form
T-1, Registration No. 333-18235.*
2. A copy of the certificate of authority of the Trustee to
commence business, incorporated herein by reference to Exhibit
2 of Form T-1, Registration No. 333-18235.*
3. A copy of the certificate of authority of the Trustee to
exercise corporate trust powers, incorporated herein by
reference to Exhibit 3 of Form T-1, Registration No.
333-18235.*
4. A copy of the existing bylaws of the Trustee, as now in
effect, incorporated herein by reference to Exhibit 4 of Form
T-1, Registration No. 333-18235.*
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939, incorporated herein by reference
to Exhibit 6 of Form T-1, Registration No. 333-18235.*.
7. A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its
supervising or examining authority, filed herewith.
8. Not applicable.
9. Not applicable.
2
<PAGE>
* Exhibits thus designated are incorporated herein by reference to
Exhibits bearing identical numbers in Item 16 of the Form T-1 filed by
the Trustee with the Securities and Exchange Commission with the specific
references noted.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago, State of Illinois on the
25th day of March, 1999.
U.S. BANK TRUST NATIONAL ASSOCIATION
By: /s/ Michael T. Goodwin
---------------------------------------
Michael T. Goodwin
Assistant Vice President and
Assistant Secretary
3
