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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
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FORM 8-K
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Current Report
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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): September 18,
2008
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CATERPILLAR
INC.
(Exact name of registrant as
specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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1-768
(Commission File
Number)
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37-0602744
(IRS Employer Identification
No.)
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100 NE Adams Street, Peoria,
Illinois
(Address of principal executive
offices)
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61629
(Zip
Code)
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Registrant's telephone number,
including area code: (309)
675-1000
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Former name or former address, if
changed since last report: N/A
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Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following
provisions:
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o
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
230.425)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Page 1
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Item
1.01.
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Entry into a Material Definitive
Agreement.
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(a)
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Creation
of a Revolving Credit Facility
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On September 18,
2008, Caterpillar Inc. entered into a Credit Agreement (the “364-Day Facility”)
among Caterpillar Inc., Caterpillar Financial Services Corporation and
Caterpillar Finance Corporation ("Borrowers"), certain financial institutions
named therein (“Banks”), Citibank, N.A. (“Agent”) and The Bank of
Tokyo-Mitsubishi UFJ, Ltd., (“Japan Local Currency Agent”) that provides for an
unsecured aggregate revolving credit facility to the Borrowers of up to US$2.350
billion (“Aggregate Commitment”) and expires on September 17, 2009. Also
executed on the same date as an addendum to the 364-Day Facility, is the Japan
Local Currency Addendum that enables Caterpillar Finance Corporation to borrow
Japanese Yen for an aggregate amount of up to the equivalent of US$75 million,
as part of the Aggregate Commitment.
The 364-Day Facility serves as
an alternative source of funds, if necessary, for the Borrower’s commercial paper
program at maturity.
The Borrowers have not
drawn on the 364-Day Facility,
and, have never drawn
against similar facilities.
The 364-Day
Facility contains customary representations and warranties, covenants and events
of default that may accelerate or increase the payment obligations
thereunder. The 364-Day Facility is subject to customary conditions
precedent and payment of certain facility fees in quarterly arrears. Borrowings
under the 364-Day Facility bear interest at an adjusted applicable rate based on
specified types of advances (i.e. base rate, Euro currency or TIBO rate
advances), plus a certain applicable margin.
Some of the Banks,
as well as certain of their respective affiliates, have performed, and may in
the future perform, for Caterpillar and its subsidiaries, various commercial
banking, investment banking, underwriting and other financial advisory services,
for which they have received, and will receive, customary fees and
expenses.
The foregoing
description of the 364-Day Facility is a summary and is qualified in its
entirety by the terms and provisions of the 364-Day Facility and the Japan Local
Currency Addendum filed respectively as Exhibit 99.1 and 99.2 to this report,
and incorporated herein by reference.
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(b)
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Amendment
of the 2006 and 2007 Five-Year Credit
Agreements
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On September 18,
2008, Caterpillar Inc. entered into an amendment (“Amendment No. 1”) to the
US$1.625 billion five-year credit agreement dated September 20, 2007 (“2007
Facility”) by and among the Caterpillar Inc., Caterpillar Financial Services
Corporation (“CFSC”) and Caterpillar Finance Corporation (collectively
“Borrowers”), certain financial institutions named therein (“Banks”), The Bank
of Tokyo-Mitsubishi UFJ, Ltd. (“Japan Local Currency Agent” and “Japan Local
Currency Bank”) and Citibank, N.A. (“Agent” and together with the Japan Local
Currency Agent, the “Agents”). Amendment No. 1 is filed as Exhibit 99.3 to this
report and incorporated herein by reference. The 2007 Facility was originally
disclosed in Caterpillar’s Form 8-K filed with the Securities and Exchange
Commission (“SEC”) on September 25, 2007 (the “2007 Form 8-K”). The description
of the 2007 Facility under Items 1.01 and 2.03 of the 2007 Form 8-K and the 2007
Facility agreement and its related addenda are hereby incorporated in their
entirety into this report, subject to the amendments contained
herein. The 2007 Facility is scheduled to expire on September 20,
2012.
Page 2
Also, on September
18, 2008, Caterpillar Inc. entered into an amendment (“Amendment No. 3”) to the
US$2.975 billion five-year credit agreement dated September 21, 2006 (“2006
Facility) by and among Caterpillar Inc., Caterpillar Financial Services
Corporation (“CFSC”) and Caterpillar Finance Corporation (f/k/a Caterpillar
International Finance p.l.c) (collectively “Borrowers”), certain financial
institutions named therein (“Banks”), The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(“Japan Local Currency Agent ” and “Japan Local Currency Bank”), Citibank
International p.l.c. (“Local Currency Agent”) and Citibank, N.A.
(“Administrative Agent” and together with the Local Currency Agent and the Japan
Local Currency Agent, the “Agents”). Amendment No. 3 is filed as Exhibit 99.4 to
this report, and incorporated herein by reference. The 2006 Facility was
originally disclosed in Caterpillar Inc.’s Form 8-K filed with the SEC on
September 26, 2006 (the “2006 Form 8-K”). The description of the 2006 Facility
under Item 2.03 of the 2006 Form 8-K and the 2006 Facility agreement and its
related addenda are hereby incorporated in their entirety into this report,
subject to the amendments contained herein. The 2006 Facility is scheduled to
expire on September 21, 2011.
Amendment No.1 to the 2007
Facility and Amendment No. 3
to the 2006 Facility
amended the respective facility to, among other things: (i) allow each Borrower to assign its
account receivables arising out of or in connection with the Borrower’s sale or
securitization of its account receivables from its business operations; (ii)
increase the leverage ratio of CFSC to 10.0 to 1 from 8.5 to 1, effective
December 31, 2008; (iii) exclude from the event of default certain proceedings
or events with respect to certain Caterpillar Inc. foreign subsidiaries; and
(iv) allow each Bank to pledge or otherwise assign any or all of its rights
under the 2007 Facility and the 2006 Facility for the payment of any of its
obligations as against the original provision, which allows the Bank to do so
with respect to their Federal Reserve Bank loans.
Currently, none of the Borrowers have
drawn on the 2007 Facility and 2006 Facility.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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(a)
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The
information set forth under Item 1.01 (a) of this report is hereby
incorporated into the Item 2.03(a) by reference.
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(b)
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Information
set forth under Item 1.01(b) of this report is hereby incorporated into
this Item 2.03 (b) by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits:
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99.1
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2008 364-Day Credit
Agreement
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99.2
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Japan Local Currency Addendum to
the 2008 364-Day Credit Agreement
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99.3
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Amendment No. 1 to the 2007 Five
Year Credit Agreement
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99.4
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Amendment No. 3 to the 2006 Five
Year Credit Agreement
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Page 3
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*********************************************************************
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SIGNATURES
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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
thereunto duly authorized.
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CATERPILLAR
INC.
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By:
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/s/James
B. Buda
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Dated:
September 22, 2008
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James B.
Buda
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Vice
President, General Counsel and Secretary
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