<PAGE>
Filed Pursuant to Rule 424(b)(5)
File No. 333-73083
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus supplement and the related prospectus is +
+not complete and may be changed. An effective registration statement relating +
+to these securities has been filed with the Securities and Exchange +
+Commission. This prospectus supplement, together with the related prospectus, +
+is not an offer to sell these securities and it is not soliciting an offer to +
+buy these securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION DATED JULY 20, 1999
PROSPECTUS SUPPLEMENT
(to prospectus dated March 3, 1999)
$1,000,000,000
Caterpillar Financial Services Corporation
$ % Notes due , 2002
$ % Notes due , 2004
------------
We are offering the notes for sale in the United States, Europe and Asia.
The notes due 2002 bear interest at the rate of % each year. The notes due
2004 bear interest at the rate of % each year. We will pay interest on the
notes semiannually on and of each year, beginning , 2000.
We may not redeem the notes before their maturity, unless we are required to
pay additional amounts as described under "Description of Notes--Redemption for
Tax Reasons."
The notes are unsecured and rank equally with all of our other unsecured
senior indebtedness. We will issue the notes only in registered form in
denominations of $1,000.
We have applied to list the notes on the Luxembourg Stock Exchange.
------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Public Offering Underwriting Proceeds, Before
Price(1) Discount Expenses
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per note due 2002................ % % %
- --------------------------------------------------------------------------------
Total............................ $ $ $
- --------------------------------------------------------------------------------
Per note due 2004................ % % %
- --------------------------------------------------------------------------------
Total............................ $ $ $
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest from , 1999, if settlement occurs after that date.
These securities have not been approved by the Securities and Exchange
Commission or any state securities commission, nor have these organizations
determined that this prospectus supplement or the accompanying prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through The
Depository Trust Company, Cedelbank and Euroclear on or about , 1999.
------------
Merrill Lynch & Co. Salomon Smith Barney
------------
The date of this prospectus supplement is July , 1999.
<PAGE>
Table of Contents
Prospectus Supplement
<TABLE>
<CAPTION>
Page
----
<S> <C>
Caterpillar Financial Services Corporation................................. S-3
Management................................................................. S-5
Capitalization............................................................. S-6
Summary Financial Information.............................................. S-7
Recent Developments........................................................ S-8
Description of Notes....................................................... S-8
Certain United States Federal Tax Matters.................................. S-16
Underwriting............................................................... S-20
General Information........................................................ S-22
Incorporation By Reference................................................. S-23
Prospectus
<CAPTION>
Page
----
<S> <C>
Caterpillar Financial Services Corporation................................. 3
Use of Proceeds............................................................ 3
Ratios of Profit to Fixed Charges.......................................... 3
Description of Debt Securities We May Offer................................ 3
Plan of Distribution....................................................... 9
Validity of Debt Securities We May Offer................................... 10
Experts.................................................................... 10
Where You Can Find More Information........................................ 10
</TABLE>
You should rely only on the information contained in this prospectus
supplement and the accompanying prospectus. We have not, and the underwriters
have not, authorized anyone to provide you with information different from that
contained in this prospectus supplement and the accompanying prospectus. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not, and the underwriters are not, making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted.
The information contained in this prospectus supplement and the
accompanying prospectus is accurate only as of their respective dates,
regardless of the time of their delivery or any sale of the notes. Our
business, financial condition, results of operations and prospects may have
changed since that date.
This prospectus supplement and the accompanying prospectus include
particulars given in compliance with the rules governing the listing of
securities on the Luxembourg Stock Exchange for the purpose of giving
information with regard to Caterpillar Financial Services Corporation. We
accept full responsibility for the accuracy of the information contained in
this prospectus supplement and the accompanying prospectus and confirm, having
made all reasonable inquiries, that to the best of our knowledge and belief
there are no other facts the omission of which would make any statement herein
or in the accompanying prospectus misleading in any material respect.
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.
References herein to "U.S.$," "$" and "dollars" are to the currency of the
United States.
S-2
<PAGE>
CATERPILLAR FINANCIAL SERVICES CORPORATION
We are a wholly owned finance subsidiary of 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 Caterpillar Financial 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 and customers.
Caterpillar Financial provides retail financing alternatives to customers
and dealers around the world for Caterpillar and non-competitive related
equipment, provides wholesale financing to Caterpillar dealers and purchases
short-term dealer receivables from Caterpillar. We emphasize prompt and
responsive service and offer various financing plans to meet customer
requirements, increase Caterpillar sales and generate financing income.
Retail financial plans include:
. Tax leases which are classified as either operating or finance leases for
financial accounting purposes, depending on the characteristics of the lease.
For tax purposes, we are considered the owner of the equipment (15%*).
. Finance (non-tax) leases where the lessee is considered the owner of the
equipment during the term of the contract and that either require or allow
the customer to purchase the equipment for a fixed price at the end of the
term (23%*).
. Installment sale contracts which are equipment loans that enable customers to
purchase equipment with a down payment or trade-in and structure payments
over time (20%*).
. Working capital loans that allow customers and dealers to use their
Caterpillar equipment as collateral to obtain financing for other business
needs (21%*).
. Governmental lease-purchase plans in the U.S. that offer low interest rates
and flexible terms to qualified non-federal government agencies (2%*).
Wholesale financial plans (19%*) include:
. Inventory/rental programs which provide assistance to dealers by financing
their inventory, rental fleets and rental facilities.
. Short-term dealer receivables we purchase from Caterpillar at a discount.
The retail financing business is highly competitive, with financing for
users of Caterpillar equipment available through a variety of sources,
principally commercial banks and finance and leasing companies. We are largely
dependent upon Caterpillar dealers' ability to sell equipment and customers'
willingness to enter into financing or leasing agreements with us. We also are
affected by the availability of funds from our financing sources and general
economic conditions such as inflation and market rates.
We provide financing only when acceptable criteria are met. Credit
decisions are based on, among other things, the customer's credit history,
financial strength and intended use of equipment. We typically maintain a
security interest in retail financed equipment and require physical damage
insurance coverage on all financed equipment.
Our competitive position is improved by marketing programs, subsidized by
Caterpillar and/or Caterpillar dealers, which allow us to offer below market
interest rates. Under these programs, Caterpillar, or the dealer, pays us an
amount at the outset of
- --------
* Indicates the percentage of the total portfolio at December 31,1998.
S-3
<PAGE>
the transaction which we then recognize as income over the term of the
financing.
We also have agreements with Caterpillar which are significant to our
operation. These agreements provide for financial support and funding, employee
benefits and corporate services, among other things.
We were incorporated under the laws of the State of Delaware, U.S.A., in
1981 and are the successor to a company formed in 1954. Our principal executive
office is located at 3322 West End Avenue, Nashville, Tennessee, 37203-0983,
U.S.A.; our telephone number is (615) 386-5800. Our registered office in the
State of Delaware is c/o The Corporation Trust Company, Corporation Trust
Center, 1209 Orange Street, Wilmington, Delaware 19801, U.S.A.
S-4
<PAGE>
MANAGEMENT
Directors
Our directors and their principal occupations as of the date hereof are
set forth in the following table.
<TABLE>
<CAPTION>
Name Principal Occupation
- ---- --------------------
<S> <C>
President of Caterpillar Financial and Vice President of
James S. Beard Caterpillar
James R. English Executive Vice President of Caterpillar Financial
James W. Owens Group President of Caterpillar
</TABLE>
Officers
In addition to the directors named above, the following persons, all of
whom are full-time employees of Caterpillar Financial, hold the offices
indicated in the following table as of the date hereof.
<TABLE>
<CAPTION>
Name Office
- ---- ------
<S> <C>
Kent M. Adams Vice President of Caterpillar Financial
Jay P. Gillan Vice President of Caterpillar Financial
Nancy L. Snowden Vice President of Caterpillar Financial and President of
Caterpillar Power Ventures Corporation
Kevin E. Colgan Vice President of Caterpillar Financial
Edward J. Scott Treasurer
Paul J. Gaeto Secretary
</TABLE>
The business address of our directors and officers is 3322 West End
Avenue, Nashville, Tennessee 37203-0983, U.S.A.
S-5
<PAGE>
CAPITALIZATION
The following table sets forth the unaudited consolidated capitalization
of Caterpillar Financial as of March 31, 1999. There have been no material
changes in the consolidated capitalization of Caterpillar Financial since that
date.
<TABLE>
<CAPTION>
March 31, 1999
-------------------
(unaudited)
(U.S.$ in millions)
<S> <C>
Liabilities
Payable to Caterpillar Inc. - Borrowings.................... $ 208
Short-term borrowings....................................... 3,267
Current maturities of long-term debt........................ 2,439
Accounts payable and other liabilities...................... 294
Long-term debt.............................................. 3,946
-------
Total Liabilities........................................... 10,154
Stockholder's Equity
Common stock................................................ 695
Profit employed in business................................. 589
Accumulated other comprehensive income...................... (39)
-------
Total Stockholder's Equity.................................. 1,245
-------
Total Liabilities and Stockholder's Equity.................. $11,399
=======
</TABLE>
S-6
<PAGE>
SUMMARY FINANCIAL INFORMATION
The following summary of audited consolidated financial information of
Caterpillar Financial for the years ended December 31, 1998, 1997 and 1996,
with the exception of the ratios of profit to fixed charges, was derived from,
and is qualified in its entirety by reference to, the financial statements and
other information and data contained in our annual report on Form 10-K for the
year ended December 31, 1998, and should be read in conjunction with those
financial statements and other information and data. The following summary of
unaudited consolidated financial information of Caterpillar Financial for the
quarters ended March 31, 1999 and 1998, with the exception of the ratios of
profit to fixed charges, was derived from, and is qualified in its entirety by
reference to, the financial statements and other information and data contained
in our quarterly report on Form 10-Q for the period ended March 31, 1999, and
should be read in conjunction with those financial statements and other
information and data. See "Incorporation By Reference" in this prospectus
supplement and "Where You Can Find More Information" in the accompanying
prospectus. In our opinion, those unaudited financial statements reflect all
adjustments, including normal and recurring accruals, necessary to fairly
present the results for the periods presented. For more information on the
ratios of profit to fixed charges, including the method of calculating those
ratios, see "Ratios of Profit to Fixed Charges" in the accompanying prospectus.
<TABLE>
<CAPTION>
Dollar amounts in millions
------------------------------------------
Three Months
Ended
March 31, Year Ended December 31,
-------------- ---------------------------
1999 1998 1998 1997 1996
------- ------ --------- -------- --------
(unaudited)
<S> <C> <C> <C> <C> <C>
Revenues:
Wholesale finance income........... $ 37 $ 20 $ 147.0 $ 49.5 $ 47.4
Retail finance income.............. 165 140 609.7 499.3 427.2
Rental income...................... 59 48 213.9 179.9 156.9
Other income....................... 22 14 75.1 62.8 46.5
------- ------ --------- -------- --------
Total Revenues..................... 283 222 1,045.7 791.5 678.0
------- ------ --------- -------- --------
Expenses:
Interest........................... 132 106 501.8 366.7 315.4
Depreciation....................... 46 38 168.4 139.3 121.0
General, operating and
administrative.................... 33 26 125.2 96.8 82.8
Provision for credit losses........ 17 15 70.1 39.2 41.3
Other expense...................... -- -- 1.6 1.8 1.7
------- ------ --------- -------- --------
Total Expenses..................... 228 185 867.1 643.8 562.2
------- ------ --------- -------- --------
Income before income taxes......... 55 37 178.6 147.7 115.8
Provision for income taxes......... 20 13 67.0 53.5 40.2
------- ------ --------- -------- --------
Net Income......................... $ 35 $ 24 $ 111.6 $ 94.2 $ 75.6
======= ====== ========= ======== ========
Ratio of profit to fixed charges... 1.41 1.34 1.35 1.39 1.36
Total assets (end of period)....... $11,399 $8,757 $11,134.8 $7,426.8 $6,364.2
Long-term debt (end of period)..... $ 3,946 $3,204 $ 4,057.9 $2,274.2 $1,545.7
Total stockholder's equity (end of
period)........................... $ 1,245 $ 934 $ 1,200.6 $ 811.1 $ 695.3
</TABLE>
S-7
<PAGE>
RECENT DEVELOPMENTS
We reported record revenues of $294 million for the second quarter of
1999. This is an increase of $39 million or 15 percent compared with the same
quarter last year. Profit after tax was a second-quarter record of $31 million,
a $5 million or 19 percent increase from second quarter 1998. The increase is
predominantly due to continued portfolio growth during the past year.
New retail financing business and the provision for credit losses were
approximately the same for both second quarters 1999 and 1998.
Past dues over 30 days were 2.2 percent at the end of the second quarter
of 1999 compared with 1.2 percent at the end of the same period one year ago.
Write-offs of bad debts exceeded recoveries by $7 million during the second
quarter of 1999 compared with $2 million for the second quarter of 1998.
DESCRIPTION OF NOTES
General
The following description of the terms of the notes supplements, and to
the extent it is inconsistent replaces, the description of the general terms
and provisions of debt securities set forth in the accompanying prospectus. The
notes are part of the debt securities we registered with the SEC in March 1999
to be issued on terms to be determined at the time of sale. The notes are to be
issued as separate series of senior debt securities under the indenture, dated
as of April 15, 1985, as supplemented, between us and U.S. Bank Trust National
Association (formerly First Trust of New York, National Association), which is
more fully described in the accompanying prospectus.
The notes due 2002 have an aggregate principal amount of $ , mature on
, 2002 and bear interest at % per annum. The notes due 2004 have an
aggregate principal amount of $ , mature on , 2004 and bear interest at
% per annum.
The notes:
. will be issued in U.S. dollars in denominations of $1,000 and integral
multiples of $1,000.
. will be issued pursuant to the indenture, and the notes due 2002 and the
notes due 2004 each will represent a new and separate series under the
indenture.
. are not redeemable by us before maturity, except in the event of certain
changes relating to United States taxation. See "Description of Notes--
Redemption for Tax Reasons."
. are not subject to any sinking fund.
. will be represented by one or more global certificates in fully registered
form. Except in limited circumstances, the notes will not be issued in
definitive form. If the notes are issued in definitive form, they will be
issued in registered form, and payments of principal and interest will be
made according to alternative arrangements.
. represent unsecured and unsubordinated debt.
. will be repaid at par at maturity.
. will rank on a parity with each other and with our other unsecured and
unsubordinated debt.
Interest:
. is payable on and of each year, payable to the persons in whose
names the notes are registered at the close of business on and , as
the case may be, prior to the payment date.
. will be calculated on the basis of a 360-day year of twelve 30-day months.
. payments begin on , 2000 and interest will begin to accrue from ,
1999.
If definitive notes are issued, the holders will be able to receive
payments and effect transfers at the offices of Banque Generale du Luxembourg
or its successor as paying agent in Luxembourg with respect to the notes.
S-8
<PAGE>
We have appointed Banque Generale du Luxembourg as paying agent and
transfer agent in Luxembourg with respect to the notes in definitive form, and
as long as the notes are listed on the Luxembourg Stock Exchange, we will
maintain a paying and transfer agent in Luxembourg and any change in the
Luxembourg paying agent and transfer agent will be published in Luxembourg. See
"Description of Notes--Notices."
Depositary
Upon issuance, all notes will be represented by one or more fully
registered global notes. Each global note will be deposited with, or on behalf
of, The Depository Trust Company (otherwise known as DTC), as Depositary, and
registered in the name of Cede & Co. (DTC's partnership nominee). Unless and
until it is exchanged in whole or in part for notes in definitive form, no
global note may be transferred except as a whole by the Depositary to a nominee
of such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such nominee to
a successor of such Depositary or a nominee of such successor.
Investors may elect to hold interests in the global notes through either
the Depositary (in the United States) or Cedelbank and Morgan Guaranty Trust
Company of New York, Brussels Office, as operator of the Euroclear System
("Euroclear"), if they are participants in such systems, or indirectly through
organizations which are participants in such systems. Cedelbank and Euroclear
will hold interests on behalf of their participants through customers'
securities accounts in Cedelbank's and Euroclear's names on the books of their
respective depositaries, which in turn will hold those interests in customers'
securities accounts in the depositaries' names on the books of the Depositary.
Citibank, N.A. will act as depositary for Cedelbank and The Chase Manhattan
Bank will act as depositary for Euroclear (in such capacities, the "U.S.
Depositaries").
So long as the Depositary, or its nominee, is a registered owner of a
global note, the Depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the notes represented by that global
note for all purposes under the indenture. Except as provided below, the
beneficial owners of the notes represented by a global note will not be
entitled to have the notes represented by that global note registered in their
names, will not receive or be entitled to receive physical delivery of the
notes in definitive form and will not be considered the owners or holders
thereof under the indenture, including for purposes of receiving any reports
delivered by us or the trustee pursuant to the indenture.
Accordingly, each person owning a beneficial interest in a global note
must rely on the procedures of the Depositary and, if that person is not a
participant of the Depositary, on the procedures of the participant through
which that person owns its interest, to exercise any rights of a holder under
the indenture. We understand that under existing industry practices, in the
event that we request any action of holders or that an owner of a beneficial
interest which a holder is entitled to give or take under the indenture, the
Depositary would authorize the participants holding the relevant beneficial
interests to give or take that action, and such participants would authorize
beneficial owners owning through those participants to give or take that action
or would otherwise act upon the instructions of beneficial owners. Conveyance
of notices and other communications by the Depositary to participants, by
participants to indirect participants and by participants and indirect
participants to beneficial owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
S-9
<PAGE>
The global notes will be exchangeable for notes in definitive form of like
tenor and of an equal aggregate principal amount, in denominations of $1,000
and integral multiples of $1,000, if:
. the depositary for such global notes notifies us that it is unwilling or
unable to continue as depositary for such global notes or if at any time such
depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended,
. we in our discretion at any time determine not to have all of the notes of
such series represented by one or more global notes and notify the trustee of
such determination, or
. an event of default, as described in the accompanying prospectus, has
occurred and is continuing with respect to the notes of such series.
The definitive notes will be registered in such name or names as the
Depositary instructs the trustee. We expect that those instructions may be
based upon directions received by the Depositary from participants with respect
to ownership of beneficial interests in the global notes.
DTC. The following is based on information furnished by DTC:
DTC will act as securities depositary for the notes. The notes will be
issued as fully registered notes registered in the name of Cede & Co. (DTC's
partnership nominee). One or more fully registered global notes will be issued
for the aggregate principal amount of the notes and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. DTC holds securities that its participants deposit with DTC. DTC also
facilitates the settlement among participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct participants
of DTC include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. DTC is owned by a number of its
direct participants and by the New York Stock Exchange, Inc., the American
Stock Exchange, Inc., and the National Association of Securities Dealers, Inc.
Access to DTC's system is also available to others such as securities brokers
and dealers, banks and trust companies that clear through or maintain a
custodial relationship with a direct participant, either directly or
indirectly. The rules applicable to DTC and its participants are on file with
the SEC.
Purchases of notes under DTC's system must be made by or through direct
participants, which will receive a credit for the notes on DTC's records. The
ownership interest of each beneficial owner is in turn to be recorded on the
records of direct and indirect participants. Beneficial owners will not receive
written confirmation from DTC of their purchase, but beneficial owners are
expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the direct or indirect
participants through which the beneficial owner entered into the transaction.
Transfers of ownership interests in the notes are to be accomplished by entries
made on the books of participants acting on behalf of beneficial owners.
Beneficial owners will not receive certificates representing their ownership
interests in notes, except as provided above.
To facilitate subsequent transfers, all notes deposited with DTC are
registered in the name of DTC's partnership nominee, Cede & Co. The deposit of
notes with DTC
S-10
<PAGE>
and their registration in the name of Cede & Co. effect no change in beneficial
ownership. DTC has no knowledge of the actual beneficial owners of the notes;
DTC's records reflect only the identity of the direct participants to whose
accounts such notes are credited, which may or may not be the beneficial
owners. The participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the notes.
Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as
possible after the applicable record date. The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights to those direct participants to whose
accounts the notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Principal, additional amounts, if any, and/or interest payments on the
notes will be made in immediately available funds to DTC. DTC's practice is to
credit direct participants' accounts on the applicable payment date in
accordance with their respective holdings shown on the Depositary's records
unless DTC has reason to believe that it will not receive payment on that date.
Payments by participants to beneficial owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such participant and not of DTC, the trustee or
Caterpillar Financial, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal, additional amounts,
if any, and/or interest to DTC is the responsibility of Caterpillar Financial
or the trustee, disbursement of such payments to direct participants shall be
the responsibility of DTC, and disbursement of such payments to the beneficial
owners shall be the responsibility of direct and indirect participants.
DTC has advised us that management of DTC is aware that some computer
applications, systems, and the like for processing data ("Systems") that are
dependent upon calendar dates, including dates before, on, and after January 1,
2000, may encounter "Year 2000 problems." DTC has informed direct and indirect
participants and other members of the financial community (the "Industry") that
it has developed and is implementing a program so that its Systems, as the same
relate to the timely payment of distributions (including principal and interest
payments) to securityholders, book-entry deliveries, and settlement of trades
within DTC ("Depositary Services"), continue to function appropriately. This
program includes a technical assessment and a remediation plan, each of which
is complete. Additionally, DTC's plan includes a testing phase, which is
expected to be completed within appropriate time frames.
However, DTC's ability to perform properly its services is also dependent
upon other parties, including, but not limited to, issuers and their agents, as
well as DTC's direct and indirect participants, third party vendors from whom
DTC licenses software and hardware, and third party vendors on whom DTC relies
for information or the provision of services, including telecommunication and
electrical utility service providers, among others. DTC has informed the
Industry that it is contacting (and will continue to contact) third party
vendors from whom DTC acquires services to: (i) impress upon them the
importance of such services being Year 2000 compliant; and (ii) determine the
extent of their efforts for Year 2000 remediation (and, as appropriate,
testing) of their services. In
S-11
<PAGE>
addition, DTC is in the process of developing such contingency plans as it
deems appropriate.
According to DTC, the information in the preceding two paragraphs with
respect to DTC has been provided to the Industry for informational purposes
only and is not intended to serve as a representation, warranty, or contract
modification of any kind.
DTC may discontinue providing its services as securities depositary with
respect to the notes at any time by giving reasonable notice to Caterpillar
Financial or the trustee. Under such circumstances, note certificates are
required to be printed and delivered.
We may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depositary). In that event, note
certificates will be printed and delivered.
Cedelbank. Cedelbank advises that it is incorporated under the laws of
Luxembourg as a professional depositary. Cedelbank holds securities for its
participating organizations ("Cedel Participants") and facilitates the
clearance and settlement of securities transactions between Cedel Participants
through electronic book-entry changes in accounts of Cedel Participants,
thereby eliminating the need for physical movement of certificates. Cedelbank
provides to Cedel Participants, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities
and securities lending and borrowing. Cedelbank interfaces with domestic
markets in several countries. As a professional depositary, Cedelbank is
subject to regulation by the Luxembourg Monetary Institute. Cedel Participants
are recognized financial institutions around the world, including underwriters,
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations and may include the underwriters. Indirect
access to Cedelbank is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a Cedel Participant either directly or indirectly.
Distributions with respect to the notes held beneficially through
Cedelbank will be credited to cash accounts of Cedel Participants in accordance
with its rules and procedures, to the extent received by the U.S. Depositary
for Cedelbank.
Euroclear. Euroclear advises that it was created in 1968 to hold securities for
participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Euroclear includes various other services, including
securities lending and borrowing and interfaces with domestic markets in
several countries. Euroclear is operated by the Brussels, Belgium office of
Morgan Guaranty Trust Company of New York (the "Euroclear Operator"), under
contract with Euroclear Clearance Systems S.C., a Belgian cooperative
corporation (the "Cooperative"). All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the Cooperative. The
Cooperative establishes policy for Euroclear on behalf of Euroclear
Participants. Euroclear Participants include banks (including central banks),
securities brokers and dealers and other professional financial intermediaries
and may include the underwriters. Indirect access to Euroclear is also
available to other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal
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Reserve System. As such, it is regulated and examined by the Board of Governors
of the Federal Reserve System and the New York State Banking Department, as
well as the Belgian Banking Commission.
Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Terms and Conditions Governing Use of Euroclear
and the related Operating Procedures of the Euroclear System, and applicable
Belgian law (collectively, the "Terms and Conditions"). The Terms and
Conditions govern transfers of securities and cash within Euroclear,
withdrawals of securities and cash from Euroclear, and receipts of payments
with respect to securities in Euroclear. All securities in Euroclear are held
on a fungible basis without attribution of specific certificates to specific
securities clearance accounts. The Euroclear Operator acts under the Terms and
Conditions only on behalf of Euroclear Participants, and has no record of or
relationship with persons holding through Euroclear Participants.
Distributions with respect to notes held beneficially through Euroclear
will be credited to the cash accounts of Euroclear Participants in accordance
with the Terms and Conditions, to the extent received by the U.S. Depositary
for Euroclear.
Global Clearance and Settlement Procedures
Initial settlement for the notes will be made in immediately available
funds. Secondary market trading between DTC participants will occur in the
ordinary way in accordance with the Depositary's rules and will be settled in
same-day funds. Secondary market trading between Cedel Participants and/or
Euroclear Participants will occur in the ordinary way in accordance with the
applicable rules and operating procedures of Cedelbank and Euroclear and will
be settled using the procedures applicable to conventional eurobonds in
immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through the Depositary on the one hand, and directly or indirectly through
Cedel or Euroclear Participants, on the other, will be effected in the
Depositary in accordance with the Depositary's rules on behalf of the relevant
European international clearing system by its U.S. Depositary; however, such
cross-market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to its
U.S. Depositary to take action to effect final settlement on its behalf by
delivering or receiving notes in the Depositary, and making or receiving
payment in accordance with normal procedures for same-day funds settlement
applicable to the Depositary. Cedel Participants and Euroclear Participants may
not deliver instructions directly to the Depositary.
Because of time-zone differences, credits of notes received in Cedelbank
or Euroclear as a result of a transaction with a DTC participant will be made
during subsequent securities settlement processing and will be credited the
business day following the Depositary settlement date. Such credits or any
transactions in such notes settled during such processing will be reported to
the relevant Euroclear or Cedel Participants on such business day. Cash
received in Cedelbank or Euroclear as a result of sales of notes by or through
a Cedel Participant or a Euroclear Participant to a DTC participant will be
received with value on the Depositary settlement date but will be available in
the relevant Cedelbank or Euroclear cash account only as of the business day
following settlement in the Depositary.
Although the Depositary, Cedelbank and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of
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notes among participants of the Depositary, Cedelbank and Euroclear, they are
under no obligation to perform or continue to perform those procedures and
those procedures may be discontinued at any time.
Notices
Notices to holders of the notes will be sent by mail to the registered
holders and will be published, whether the notes are in global or definitive
form, and so long as the notes are listed on the Luxembourg Stock Exchange, in
a daily newspaper of general circulation in Luxembourg. It is expected that
publication will be made in Luxembourg in the "Luxemburger Wort." Any such
notice shall be deemed to have been given on the date of such publication or,
if published more than once, on the date of the first such publication. So long
as the notes are listed on the Luxembourg Stock Exchange, any change in the
Luxembourg paying agent and transfer agent will be published in Luxembourg in
the manner set forth above.
Further Issues
We may from time to time, without notice to or the consent of the
registered holders of the notes, create and issue further notes ranking on a
parity with the notes in all respects (or in all respects except for the
payment of interest accruing prior to the issue date of the notes or except for
the first payment of interest following the issue date of the notes) and so
that such further notes may be consolidated and form a single series with the
notes and have the same terms as to status, redemption or otherwise as the
notes.
Payment of Additional Amounts
We will, subject to the exceptions and limitations set forth below, pay as
additional interest on the notes, such additional amounts as are necessary in
order that the net payment by us or a paying agent of the principal of and
interest on the notes to a holder who is a non-United States person (as defined
below), after deduction for any present or future tax, assessment or other
governmental charge of the United States or a political subdivision or taxing
authority thereof or therein, imposed by withholding with respect to the
payment, will not be less than the amount provided in the notes to be then due
and payable; provided, however, that the foregoing obligation to pay additional
amounts shall not apply:
(1) to any tax, assessment or other governmental charge that is imposed or
withheld solely by reason of the holder, or a fiduciary, settlor, beneficiary,
member or shareholder of the holder if the holder is an estate, trust,
partnership or corporation, or a person holding a power over an estate or trust
administered by a fiduciary holder, being considered as:
(a) being or having been present or engaged in a trade or business in
the United States or having had a permanent establishment in the United
States;
(b) having a current or former relationship with the United States,
including a relationship as a citizen or resident thereof;
(c) being or having been a foreign or domestic personal holding
company, a passive foreign investment company or a controlled foreign
corporation with respect to the United States or a corporation that has
accumulated earnings to avoid United States federal income tax;
(d) being or having been a "10-percent shareholder" of Caterpillar
Financial as defined in section 871 (h) (3) of the United States Internal
Revenue Code or any successor provision; or
(e) being a bank receiving payments on an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of its
trade or business;
(2) to any holder that is not the sole beneficial owner of the note, or a
portion thereof, or that is a fiduciary or partnership, but only to the extent
that a beneficiary or
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settlor with respect to the fiduciary, a beneficial owner or member of the
partnership would not have been entitled to the payment of an additional amount
had the beneficiary, settlor, beneficial owner or member received directly its
beneficial or distributive share of the payment;
(3) to any tax, assessment or other governmental charge that is imposed or
withheld solely by reason of the failure of the holder or any other person to
comply with certification, identification or information reporting requirements
concerning the nationality, residence, identity or connection with the United
States of the holder or beneficial owner of such note, if compliance is
required by statute, by regulation of the United States Treasury Department or
by an applicable income tax treaty to which the United States is a party as a
precondition to exemption from such tax, assessment or other governmental
charge;
(4) to any tax, assessment or other governmental charge that is imposed
otherwise than by withholding by us or a paying agent from the payment;
(5) to any tax, assessment or other governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or administrative or
judicial interpretation that becomes effective more than 15 days after the
payment becomes due or is duly provided for, whichever occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer, wealth or
personal property tax or similar tax, assessment or other governmental charge;
(7) to any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of or interest on
any note, if such payment can be made without such withholding by any other
paying agent; or
(8) in the case of any combination of items (1), (2), (3), (4), (5), (6)
and (7).
The notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable thereto.
Except as specifically provided under this heading "Payment of Additional
Amounts" and under the heading "Description of Notes--Redemption for Tax
Reasons," we shall not be required to make any payment to a holder of a note
with respect to any tax, assessment or other governmental charge imposed by any
government or a political subdivision or taxing authority thereof or therein.
"United States" means the United States of America (including the States
and the District of Columbia) and its territories, its possessions and other
areas subject to its jurisdiction, "United States person" means any individual
who is a citizen or resident of the United States, a corporation, partnership
or other entity created or organized in or under the laws of the United States,
any state thereof or the District of Columbia (other than a partnership that is
not treated as a United States person under any applicable Treasury
regulations), any estate the income of which is subject to United States
federal income taxation regardless of its source, or any trust if a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust. Notwithstanding
the preceding sentence, to the extent provided in the Treasury regulations,
certain trusts in existence on August 20, 1996, and treated as United States
persons prior to such date that elect to continue to be treated as United
States persons, will also be United States persons. "Non-United States person"
means a person who is not a United States person.
Redemption for Tax Reasons
If, as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, an official position regarding the application or
interpretation of such laws, regulations or
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rulings, which change or amendment is announced or becomes effective on or
after the date of this prospectus supplement, we become or, based upon a
written opinion of independent counsel selected by us, will become obligated to
pay additional amounts as described herein under the heading "Description of
Notes--Payment of Additional Amounts" with respect to the notes, then we may,
at our option, redeem, as a whole, but not in part, the notes on not less than
30 nor more than 60 days' prior notice, at a redemption price equal to 100% of
their principal amount, together with interest accrued but unpaid thereon to
the date fixed for redemption.
CERTAIN UNITED STATES FEDERAL TAX MATTERS
In General
In the opinion of Orrick, Herrington & Sutcliffe LLP, counsel to
Caterpillar Financial, the following summary correctly describes certain United
States federal income tax consequences of the ownership of notes as of the date
of this prospectus supplement. This summary is based on the Internal Revenue
Code of 1986 as well as final, temporary and proposed Treasury regulations and
administrative and judicial decisions. Legislative, judicial and administrative
changes may occur, possibly with retroactive effect, which could affect the
accuracy of the statements set forth in this prospectus supplement. This
summary is addressed only to original purchasers of the notes, deals only with
notes held as capital assets and does not purport to address all United States
federal income tax matters that may be relevant to investors in special tax
situations. PERSONS CONSIDERING THE PURCHASE OF 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.
Taxation of Non-United States Persons
Under United States federal income tax law now in effect and subject to
the discussion below concerning backup withholding:
(1) Payments of principal and interest on a note that is beneficially
owned by a non-United States person will not be subject to United States
federal withholding tax; provided, that in the case of interest, (a):
. the beneficial owner does not actually or constructively own 10% or
more of the total combined voting power of all classes of Caterpillar
Financial stock entitled to vote,
. the beneficial owner is not a controlled foreign corporation that is
related to Caterpillar Financial through stock ownership, and
either
. the beneficial owner of the note certifies to the person otherwise
required to withhold United States federal income tax from such
interest on an appropriate statement (currently IRS Form W-8), under
penalties of perjury, that it is not a United States person and
provides its name and address, or
. a securities clearing organization, bank or other financial
institution that holds customers' securities in the ordinary course
of its trade or business (a "financial institution") and holds the
note certifies to the person otherwise required to withhold United
States federal income tax from such interest, under penalties of
perjury, that such statement has been received from the beneficial
owner by it or by a financial institution between it and the
beneficial owner and furnishes the payor with a copy thereof;
(b) the beneficial owner is entitled to the benefits of an income tax
treaty under which the interest is exempt from United States federal
withholding tax and
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the beneficial owner of the note appropriately provides an IRS Form 1001 to
the person otherwise required to withhold United States federal income tax
from such interest; or
(c) the beneficial owner conducts a trade or business in the United
States to which the interest is effectively connected and the beneficial
owner of the note appropriately provides an IRS Form 4224 to the person
otherwise required to withhold United States federal income tax from such
interest.
(2) A non-United States person will not be subject to United States
federal income tax on any gain realized on the sale, exchange or retirement of
a note unless the gain is effectively connected with the beneficial owner's
trade or business in the United States or, in the case of an individual, the
holder is present in the United States for 183 days or more in the taxable year
in which the sale, exchange or retirement occurs and certain other conditions
are met.
(3) A note owned by an individual who at the time of death is not a
citizen or resident of the United States will not be subject to United States
federal estate tax as a result of such individual's death if the individual
does not actually or constructively own 10% or more of the total combined
voting power of all classes of Caterpillar Financial stock entitled to vote and
the income on the note would not have been effectively connected with a United
States trade or business of the individual.
Recently finalized Treasury regulations that are generally effective with
respect to payments made after December 31, 2000, make certain modifications to
the certification procedures and types of forms to be used by non-United States
persons in claiming an exemption from withholding tax. Prospective investors
should consult their tax advisors regarding their qualification for exemption
from withholding tax and the procedure for obtaining such an exemption.
Interest on a note that is effectively connected with the conduct of a
trade or business in the United States by a holder of a note who is a non-
United States person, although exempt from United States withholding tax (if
the appropriate certification has been provided), will generally be subject to
United States income tax on such interest in the same manner as if the holder
were a United States person. In addition, if such non-United States holder is a
foreign corporation, it may be subject to a branch profits tax equal to 30
percent of its effectively connected earnings and profits for the taxable year,
subject to adjustments.
Backup withholding and information reporting will not apply to payments of
principal and interest made to a beneficial holder of a note who is a non-
United States person by Caterpillar Financial or any paying agent thereof with
respect to which the non-United States person has provided the required
certification under penalties of perjury of its non-United States status or has
otherwise established an exemption.
In addition, payments on the sale, exchange or other disposition of a note
effected outside the United States to or through a foreign office of a broker
will not be subject to backup withholding. However, if such broker is a "US
middleman" (as defined below) information reporting will be required unless the
beneficial owner has provided certain required information or documentation to
the broker to establish its non-United States status or otherwise establishes
an exemption. Payments to or through the United States office of a broker will
be subject to backup withholding and information reporting unless the holder
certifies under penalties of perjury to its non-United States status or
otherwise establishes an exemption.
Non-United States persons should consult their tax advisers regarding the
application of information reporting and backup withholding in their particular
situations, the availability of an exemption
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therefrom, and the procedure for obtaining such an exemption, if available. Any
amounts withheld from a payment to a non-United States person under the backup
withholding rules will be allowed as a credit against such holder's United
States federal income tax liability and may entitle such holder to a refund,
provided that the required information is furnished to the Internal Revenue
Service ("IRS").
US middleman means (i) a United States person, (ii) a controlled foreign
corporation for United States tax purposes, or (iii) a foreign person 50% or
more of whose gross income is derived from its conduct of a United States trade
or business for a specified three-year period (and, in addition, for payments
made after December 31, 2000, (iv) a foreign partnership engaged in a United
States trade or business or in which United States persons hold more than 50%
of the income or capital interests, and (v) certain United States branches of
foreign banks or insurance companies).
Interest on a note that is beneficially owned by a non-United States
person will be reported annually on IRS Form 1042S, which must be filed with
the IRS and furnished to such beneficial owner.
Taxation of United States Persons
Payments of Interest. Interest on a note will generally be taxable to a United
States person as ordinary interest income at the time it is accrued or is
received, in accordance with such United States person's method of accounting
for tax purposes.
Sale, Exchange or Retirement of the Notes. Upon the sale, exchange or
retirement of a note, a United States person will recognize taxable gain or
loss equal to the difference between the amount realized on the sale, exchange
or retirement, and such United States person's adjusted tax basis in the note.
For these purposes, the amount realized does not include any amount
attributable to accrued interest on the note. Amounts attributable to accrued
interest are treated as interest as described under "Payments of Interest"
above. A United States person's adjusted tax basis in a note generally will
equal the cost of the note to such United States person.
In general, gain or loss realized on the sale, exchange or retirement of a
note will be capital gain or loss. Such gain or loss will be long-term capital
gain or loss if at the time of such sale, exchange or retirement, the note has
been held for more than 12 months. Under current law, the excess of net long-
term capital gains over net short-term capital losses is taxed at a lower rate
than ordinary income for certain non-corporate taxpayers. The distinction
between capital gain or loss and ordinary gain or loss is also relevant for
other purposes, including, among other things, limitations on the deductibility
of capital losses.
Backup Withholding and Information Reporting. A 31 percent "backup" withholding
tax and certain information reporting requirements may apply to payments of
principal and interest made to, and the proceeds of disposition of a note by,
certain United States persons. Backup withholding will apply only if (i) the
United States person fails to furnish its Taxpayer Identification Number
("TIN") to the payer, (ii) the IRS notifies the payor that the United States
person has furnished an incorrect TIN, (iii) the IRS notifies the payor that
the United States person has failed to report properly payments of interest and
dividends or (iv) under certain circumstances, the United States person fails
to certify, under penalty of perjury, that it has both furnished a correct TIN
and not been notified by the IRS that it is subject to backup withholding for
failure to report interest and dividend payments. Backup withholding will not
apply with respect to payments made to certain exempt recipients, such as
corporations and financial institutions. Holders of the notes that are United
States persons should consult
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their tax advisors regarding their qualification for exemption from backup
withholding and the procedure for obtaining such an exemption.
The amount of any backup withholding from a payment to a holder of a note
will be allowed as a credit against such holder's federal income tax liability
and may entitle such holder to a refund, provided that the required information
is furnished to the IRS.
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UNDERWRITING
The underwriters named below have each severally agreed, subject to the
terms and conditions of the underwriting agreement dated July , 1999, and the
terms agreement dated as of July , 1999, to purchase from Caterpillar
Financial the principal amount of notes set forth opposite their respective
names. The underwriters for the notes are committed to purchase all of the
notes, if any of the notes are purchased.
<TABLE>
<CAPTION>
Principal Principal
Amount of Amount of
Underwriters Notes Due 2002 Notes Due 2004
- ------------ -------------- --------------
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith $ $
Incorporated.................................
Salomon Smith Barney Inc..........................
Total............................................. $ $
=== ===
</TABLE>
The underwriters have advised us that they propose initially to offer all
or part of the notes directly to the public at the offering price set forth on
the cover page of this prospectus supplement and to certain dealers at such
prices less a concession not in excess of % of the principal amount of the
notes due 2002 and % of the principal amount of the notes due 2004. The
underwriters may allow, and such dealers may reallow, a discount not in excess
of % of the principal amount of the notes due 2002 and % of the principal
amount of the notes due 2004 to certain other dealers. After the initial public
offering, the public offering price and such concessions and discounts may be
changed.
Certain of the underwriters and their affiliates engage in transactions
with, and perform services for, Caterpillar Financial in the ordinary course of
business and have engaged, and may in the future engage, in commercial banking
and investment banking transactions with Caterpillar Financial.
The underwriters are permitted to engage in certain transactions that
stabilize the price of the notes. Such transactions consist of bids or
purchases for the purpose of pegging, fixing or maintaining the market price of
the notes.
If the underwriters create a short position in the notes in connection
with the offering, i.e., if they sell more notes than are set forth on the
cover page of this prospectus supplement, the underwriters may reduce that
short position by purchasing notes in the open market.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the market price of the security to be
higher than it might be in the absence of such purchases. Neither we nor the
underwriters make any representation or prediction as to the direction or
magnitude of any effect that the transactions described above may have on the
market price of the notes. In addition, neither we nor the underwriters make
any representation that the underwriters will engage in such transactions or
that such transactions, once commenced, will not be discontinued without
notice.
The notes are offered for sale in those jurisdictions in the United
States, Europe and Asia where it is legal to make such offers.
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The distribution of this prospectus supplement and the offering of the notes
in certain jurisdictions may be restricted by law. Persons into whose
possession this prospectus supplement and the accompanying prospectus come
should inform themselves about and observe any such restrictions. This
prospectus supplement and the accompanying prospectus do not constitute, and
may not be used in connection with, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
any person to whom it is unlawful to make such offer or solicitation.
Each of the underwriters has represented and agreed that it has not and
will not offer, sell or deliver any of the notes directly or indirectly, or
distribute this prospectus supplement or the accompanying prospectus or any
other offering material relating to the notes, in or from any jurisdiction
except under circumstances that will result in compliance with the applicable
laws and regulations thereof and that will not impose any obligations on
Caterpillar Financial except as set forth in the underwriting agreement.
In particular, each underwriter has represented and agreed that:
. it has not offered or sold and will not offer or sell any notes to persons
in the United Kingdom prior to the expiry of the period of six months from
the issue date of the notes except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purpose of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995;
. it has only issued or passed on and will only issue or pass on in the United
Kingdom any document received by it in connection with the issue of the
notes to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1996 (as amended) or is a person to whom such document may otherwise
lawfully be issued or passed on;
. it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in relation
to any notes in, from or otherwise involving the United Kingdom;
. it will not offer or sell any notes directly or indirectly in Japan or to,
or for the benefit of any Japanese person or to others, for re-offering or
re-sale directly or indirectly in Japan or to any Japanese person except
under circumstances which will result in compliance with all applicable
laws, regulations and guidelines promulgated by the relevant governmental
and regulatory authorities in effect at the relevant time. For purposes of
this paragraph, "Japanese person" shall mean any person resident in Japan,
including any corporation or other entity organized under the laws of Japan;
. it is aware of the fact that no German selling prospectus (Verkaufsprospekt)
has been or will be published in respect of the sale of the notes and that
it will comply with the Securities Selling Prospectus Act (the "SSP Act") of
the Federal Republic of Germany (Werpapier-Verkaufsprospektgesetz). In
particular, each underwriter has undertaken not to engage in public offering
(offentliche Anbieten) in the Federal Republic of Germany with respect to
any notes otherwise than in accordance with the SSP Act and any other act
replacing or supplementing the SSP Act and all other applicable laws and
regulations; and
. the notes are being issued and sold outside the Republic of France and that,
in connection with their initial distribution, it has not offered or sold
and will not offer
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or sell, directly or indirectly, any notes to the public in the Republic of
France, and that it has not distributed and will not distribute or cause to
be distributed to the public in the Republic of France this prospectus
supplement, the accompanying prospectus or any other offering material
relating to the notes.
Although application has been made to list the notes on the Luxembourg
Stock Exchange, the notes are new issues of securities with no established
trading market. No assurance can be given as to the liquidity of, or the
trading markets for, the notes. Purchasers of the notes may be required to pay
stamp taxes and other charges in accordance with the laws and practices of the
country of purchase in addition to the issue price set forth on the cover page
hereof. We have been advised by the underwriters that they intend to make a
market in the notes, but they are not obligated to do so and may discontinue
such market-making at any time without notice.
It is expected that delivery of the notes will be made against payment
therefor on or about July , 1999, which is the fifth business day following
the date of this prospectus supplement (such settlement cycle being herein
referred to as "T+5"). Purchasers of notes should note that the ability to
settle secondary market trades of the notes effected on the date of pricing and
the succeeding business days may be affected by the T+5 settlement.
GENERAL INFORMATION
Listing
Application has been made to list the notes on the Luxembourg Stock
Exchange. In connection with the listing application, our Certificate of
Incorporation and By-Laws and a legal notice relating to the issuance of the
notes have been deposited prior to listing with "Greffier en Chef du Tribunal
d'Arrondissement de et a Luxembourg," where copies thereof may be obtained upon
request. Banque Generale du Luxembourg will act as intermediary between the
Luxembourg Stock Exchange and Caterpillar Financial and the holders of the
notes so long as the notes are in global form.
The consolidated financial statements contained in our 1998 Form 10-K have
been audited by PricewaterhouseCoopers LLP. We do not prepare non-consolidated
financial statements.
Authorization
The notes will be issued pursuant to authority granted by our Board of
Directors on February 26 and July 12, 1999, as such authority may be
supplemented from time to time.
Material Change
There has been no material adverse change in the financial position or
operations of Caterpillar Financial on a consolidated basis since March 31,
1999, except as disclosed herein or in the documents incorporated by reference.
Litigation
We are not involved in any legal or arbitration proceedings, nor, to our
knowledge, are any legal or arbitration proceedings pending or threatened
involving us which may have or have had during the 12 months prior to the date
of this prospectus supplement a material effect on our financial position.
Governing Law
The notes, the indenture, the terms agreement and the underwriting
agreement are governed by, and shall be construed in accordance with, the laws
of the State of New York, United States of America, applicable to agreements
made and to be performed wholly within such jurisdiction.
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Identification Numbers
The notes have been accepted for clearance through Euroclear and Cedelbank
(For the notes due 2002 - Common Code: 9956042; ISIN: US14911RAB50; CUSIP:
14911RAB5; and for the notes due 2004 - Common Code: 9956069; ISIN:
US14911RAC34; CUSIP: 14911RAC3).
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, 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 fiscal year ended December 31, 1998;
.Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
.Current Report on Form 8-K filed on March 25, 1999;
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.
So long as any of the notes are outstanding, you may request a copy of
these filings, this prospectus supplement, the accompanying prospectus, the
indenture and any other documents described under "General Information--
Listing" above, at no cost, at the office of:
Banque Generale du Luxembourg
50 Avenue J.F. Kennedy
L-2951, Luxembourg.
S-23
<PAGE>
PRINCIPAL OFFICE OF CATERPILLAR FINANCIAL
3322 West End Avenue
Nashville, Tennessee 37203-0983
TRUSTEE AND REGISTRAR
U.S. Bank Trust National Association
100 Wall Street, Suite 1600
New York, New York 10005
LUXEMBOURG PAYING AGENT/TRANSFER AGENT
Banque Generale du Luxembourg
50 Avenue J.F. Kennedy
L-2951
Luxembourg
LISTING AGENT
Banque Generale du Luxembourg
50 Avenue J.F. Kennedy
L-2951
Luxembourg
LEGAL ADVISERS TO CATERPILLAR FINANCIAL LEGAL ADVISERS TO THE
As to United States Law: UNDERWRITERS
As to United States Law:
Orrick, Herrington & Sutcliffe LLP Sullivan & Cromwell
Old Federal Reserve Bank Building 125 Broad Street
400 Sansome Street New York, New York 10004
San Francisco, California 94111
AUDITORS TO CATERPILLAR FINANCIAL
PricewaterhouseCoopers LLP
4400 Harding Road
Nashville, Tennessee 37205
<PAGE>
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$1,000,000,000
Caterpillar Financial Services Corporation
$ % Notes due , 2002
$ % Notes due , 2004
------------------------
PROSPECTUS SUPPLEMENT
------------------------
Merrill Lynch & Co.
Salomon Smith Barney
July , 1999
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