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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): March 31,
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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* * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
*
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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 March 31, 2009,
Caterpillar Inc. entered into a Credit Agreement (the “364-Day Facility”) among
Caterpillar Inc. and Caterpillar Financial Services Corporation (“Borrowers”),
certain financial institutions named therein (“Banks”) and Citibank, N.A.
(“Administrative Agent”) that provides for an unsecured aggregate revolving
credit facility to the Borrowers of approximately US$1.3 billion (“Aggregate
Commitment”) and expires on March 30, 2010.
The 364-Day
Facility serves as an alternative source of funds for general corporate
purposes, if necessary, for the Borrowers. The Borrowers have not drawn on
the 364-Day Facility.
The 364-Day
Facility contains customary representations and warranties, covenants and events
of default that may allow the Banks to, among other things, (i) terminate the
commitments made under the 364-Day Facility, or (ii) to the extent
advances are made under the 364-Day Facility, accelerate 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., US Dollar or Euro 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 the Borrowers, 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 filed as Exhibit
99.1 to this report, and incorporated herein by reference.
Cautionary
Statement
The 364-Day
Facility has been included to provide investors with information regarding its
terms. Except for its status as a contractual document that establishes and
governs the legal relations among the parties thereto with respect to the
transaction described in this Form 8-K, the 364-Day Facility is not intended to
be a source of factual, business or operational information about the
parties.
The
representations, warranties, covenants and agreements made by the parties in the
364-Day Facility are made and valid as of the execution date of the 364-Day
Facility. In addition, certain of the representations and warranties are subject
to a contractual standard of materiality that may be different from what may be
viewed as material to stockholders. Representations and warranties may be used
as a tool to allocate risks between the respective parties to the 364-Day
Facility, including where the parties do not have complete knowledge of all the
facts. Investors are not third-party beneficiaries under the Agreement and
should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or
condition of the parties or any of their affiliates.
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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(a) 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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99.1
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364-Day
Credit Agreement
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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: April
6, 2009
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James B.
Buda
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Vice
President, General Counsel and Secretary
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