As filed with the Securities and Exchange Commission on May 13, 1999
Registration No. 333-75823
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1
TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CATERPILLAR FINANCIAL SERVICES CORPORATION
(Exact name 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. |_|
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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:
Registration fee...............................................$ 27,800
Fees and expenses of Agent..................................... 200,000
Fees and expenses of Trustee................................... 13,750
Printing expenses.............................................. 9,000
Accountants' fees and expenses................................. 5,000
Counsel fees and expenses...................................... 60,000
Blue Sky qualification......................................... 2,000
Miscellaneous.................................................. 6,250
Total........................................$323,800
All except the first of the foregoing amounts are estimates.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware Corporation law authorizes indemnification
of officers and Directors of 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.
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)
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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.
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.
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(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.
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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 13th day
of May, 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 13th day of May 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>
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EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
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.
5
