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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): January 23,
2009
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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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Amendment of Credit
Facilities
On January 23,
2009, Caterpillar Inc. (“Company”) amended the following three credit agreements
and their related local currency addendums (collectively, the “Credit
Facilities”):
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(1)
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The credit
agreement dated as of September 18, 2008 (the “364-Day Facility”) entered
into by and among the Company, Caterpillar Financial Services Corporation
(“CFSC”) and Caterpillar Finance Corporation (“CFC”), certain financial
institutions named therein (the “364 Day Facility Banks”), The Bank of
Tokyo Mitsubishi UFJ, Ltd. (as Japan local currency agent and bank), and
Citibank, N.A. (“Citibank”) (as agent) for an unsecured aggregate
revolving credit facility of up to US$2.2525 billion and its related local
currency addendum, which were originally disclosed in the Company’s Form
8-K filed with the Securities and Exchange Commission (“SEC”) on September
23, 2008 (“2008 Form 8-K”) and are hereby incorporated herein by
reference;
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(2)
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The five-year
credit agreement dated September 20, 2007 (“2007 Facility”) entered into
by and among the same parties provided in the description of the 364-Day
Facility for an unsecured aggregate revolving credit facility of up to
US$1.625 billion and its related local currency addendum, originally filed
with the SEC via the Company’s Form 8-K on September 25, 2007 (the “2007
Form 8-K”) and amended by the terms disclosed under Items 1.01(b) and
2.03(b) of the 2008 Form 8-K, which, together with the related exhibits,
are hereby incorporated herein by reference;
and
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(3)
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The five-year
credit agreement dated September 21, 2006 (“2006 Facility” and together
with the 2007 Facility, the “Five Year Facilities”) entered into by and
among the Company, CFSC and Caterpillar International Finance Limited
(f/k/a Caterpillar International Finance p.l.c.) (“CIF” together with the
Company, CFSC and CFC, the “Borrowers”), certain financial institutions
named therein (the “2006 Facility Banks” together with the 364-Day
Facility Banks, the “Banks”), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (as
Japan local currency agent and Japan local currency bank), Citibank
International p.l.c. (as local currency agent) and Citibank (as
agent) for an unsecured aggregate revolving credit facility up
to US$2.975 billion and its two related local currency addendums,
originally filed with the SEC via the Company’s Form 8-K on September 26,
2006 (“2006 Form 8-K”) and amended by the terms disclosed under Items
1.01(b) and 2.03(b) of the 2008 Form 8-K, which, together with the related
exhibits, are hereby incorporated herein by
reference.
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The Credit
Facilities are used primarily as the Borrowers’ commercial paper backstop, and
none of the Borrowers have drawn any amounts under the Credit
Facilities.
The amendments to
the Credit Facilities increase the upper range of interest rates applicable to
certain amounts that may be drawn by the Borrowers under the Credit Facilities
by approximately 1.0% to 1.5%. The Borrowers agreed to the above described
amendments in consideration of the Banks’ consent to (i) the Company’s
consolidated net worth of $6.087 billion as of
December 31, 2008, which, due to, among other things, a $3.4 billion charge to
the “other comprehensive income” in the Company’s balance sheet for the year
ended December 31, 2008, fell below the level stipulated in the Credit
Facilities, and (ii) CFSC’s interest coverage ratio of 0.97 as of December 31, 2008,
which, due to, among other things, the deteriorating economic conditions in the
quarter ended December 31, 2008, was at a level below that stipulated
in the Credit Facilities.
The foregoing
description of the amendments to the Credit Facilities is a summary and is
qualified in its entirety by the terms and provisions of Amendment No. 1 to the
364-Day Facility, Amendment No. 2 to the 2007 Facility; Amendment No. 4 to the
2006 Facility, Amendment No. 1 to 2007 Japan Local Currency Addendum, Amendment
No. 1 to 2006 Japan Local Currency Addendum and Amendment No. 1 to 2006 Local
Currency Addendum, respectively, filed as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5,
and 99.6 to this report and incorporated herein by reference.
Some of the Banks,
as well as certain of their respective affiliates, have performed, and may in
the future perform, for the Borrowers and their subsidiaries, various commercial
banking, investment banking, underwriting and other financial advisory services,
for which they have received, and will receive, customary fees and
expenses.
Page 2
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Item
2.02.
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Results
of Operations and Financial
Condition.
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On January 26,
2009, Caterpillar Inc. issued a press release reporting financial results for
the year and fourth quarter ended December 31, 2008 (furnished hereunder as
Exhibit 99.7).
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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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The information set
forth under Item 1.01 of this report is hereby incorporated into the Item 2.03
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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Amendment No. 1 to the 364-Day
Credit Agreement
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Amendment No. 2 to the 2007
Five-Year Credit Agreement
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Amendment No. 4 to the 2006 Five
Year Credit Agreement
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Amendment No. 1 to 2007 Japan
Local Currency Addendum
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Amendment No. 1 to 2006 Japan
Local Currency Addendum
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Amendment No. 1 to 2006 Local
Currency Addendum
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4th Quarter 2008 Results Press
Release dated January 26, 2009
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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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January 26,
2009
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By:
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/s/
James B. Buda
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James B.
Buda
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Vice
President, General Counsel and
Secretary
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