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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report
(Date of earliest event reported)
July 23, 1999
CATERPILLAR FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-13295 37-1105865
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(State of incorporation) (Commission File Number) (IRS Employer Identification No.)
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3322 West End Avenue
Nashville, Tennessee 37203-09830
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(Address of principal executive offices) (Zip Code)
(615) 386-5800
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(Registrant's telephone number,
including area code)
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
In connection with the registrant's Registration Statement (Form S-3),
Registration No. 333-73083, the registrant is filing herewith the documents
listed in Item 7 below.
Item 7. Exhibits
8.1 Opinion of Orrick, Herrington & Sutcliffe LLP, as to certain tax
matters.
23.4 The consent of Orrick, Herrington & Sutcliffe LLP is contained in
their opinion filed as Exhibit 8.1.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CATERPILLAR FINANCIAL SERVICES
CORPORATION
(Registrant)
Date: July 30, 1999 By: /s/ Paul J. Gaeto
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Paul J. Gateo
Secretary
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EXHIBIT INDEX
Exhibit Number Description
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8.1 Opinion of Orrick, Herrington & Sutcliffe LLP, as to
certain tax matters
23.4 The consent of Orrick, Herrington & Sutcliffe LLP is
contained in their opinion filed as Exhibit 8.1.
4
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EXHIBIT 8.1
July 30, 1999
Caterpillar Financial Services Corporation
3322 West End Avenue
Nashville, Tennessee 37203-0983
Re: Caterpillar Financial Services Corporation
Registration Statement on Form S-3
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Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (the
"Registration Statement"), filed on February 26, 1999 with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of $4,000,000,000 aggregate principal amount of
Debt Securities (the "Debt Securities") of Caterpillar Financial Services
Corporation, a Delaware corporation (the "Company"), and at your request, we
have examined the Prospectus dated March 3, 1999 and the Prospectus Supplement
dated July 23, 1999 (the "Prospectus Supplement"), in the form filed with the
Commission pursuant to its Rule 424(b), relating to the offering of $500,000,000
of the Company's Floating Rate Notes due August 1, 2002 and $500,000,000 of the
Company's 6-7/8% Notes due August 1, 2004 (collectively, the "Notes").
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 the information set forth under
the heading "Certain United States Federal Tax Matters" in the Prospectus
Supplement correctly describes certain United States federal income tax
consequences of the ownership of the Notes as of the date hereof.
Our opinion is limited to the tax matters specifically covered under
the heading "Certain United States Federal Tax Matters" in the Prospectus
Supplement, and we have not been asked to address, nor have we addressed, any
other tax matters.
We hereby consent to the reference to our name and our opinion under
the heading "Certain United States Federal Tax Matters" in the Prospectus
Supplement and the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
