Filed
Pursuant to
Rule 424(b)(3)
File
No.
333-135465
PROSPECTUS
6,461,725
Shares
Common
Stock
This
prospectus
relates to the sale, from time to time, by the Caterpillar Inc. Master
Retirement Trust (the "Retirement Trust"), which was created as a funding
vehicle for various defined benefit pension plans maintained by the Company
or
its affiliates, the Caterpillar Investment Trust (the "Investment Trust"),
which
was created as a funding vehicle for one or more defined contribution plans
maintained by the Company or its affiliates, and the Caterpillar Inc. Group
Insurance Plan Trust, a Section 501(c)(9) voluntary employees' beneficiary
association trust maintained by the Company (the "VEBA" and, collectively,
the
"Trusts") of up to 6,461,725 shares of our common stock, par value $1.00 per
share ("Common Stock"). The shares of our Common Stock were acquired by the
Trusts through purchases on the New York Stock Exchange (or other exchanges
on
which the Common Stock is traded as the case may be), using contributions made
by the Company for the benefit of its employees who participate in the plans
funded through the Trusts, or by contributions made by such employees. The
shares of Common Stock may be offered for sale from time to time by Northern
Trust Company (the "Trustee"), as duly appointed trustee for the Retirement
Trust, the Investment Trust, and the VEBA, at the direction of one or more
duly
appointed investment managers ("Investment Managers") each of whom has certain
discretionary authority to manage a portion of the applicable Trust's assets
(such portion referred to as an "account" or "fund") to achieve a specified
investment objective. None of the Investment Managers are affiliated with the
Company. We are registering the shares of Common Stock to provide the Trustee
with freely tradable securities pursuant to the investment management agreements
entered into with the Investment Managers.
The
shares of
Common Stock registered under this registration statement and prospectus may
be
sold, from time to time, in brokerage transactions on the New York Stock
Exchange, in privately negotiated transactions or otherwise. These sales may
be
for negotiated prices or on the open market at prevailing market prices. The
Company will not receive any portion of the proceeds of the sale of the Common
Stock offered by this prospectus. All costs, expenses and fees incurred in
connection with the preparation and filing of this prospectus and the related
registration statement will be paid by the Company. All expenses incurred in
connection with sales of the shares of our Common Stock will be paid by the
selling Trust(s), or proportionately by the Trusts, if shares are being sold
on
behalf of all Trusts. The selling Trust(s) will also be responsible for other
costs, if any, incurred in selling the shares of Common Stock, which costs
may
include, among other things, underwriters discounts, brokerage fees and
commissions.
Our
Common Stock is
traded on the New York Stock Exchange under the trading symbol "CAT." As of
July
21, 2006, the latest practicable date, the last sale price of our Common Stock
as reported on the New York Stock Exchange was $68.35 per share.
An
investment in
the Common Stock may involve a high degree of risk. See the "Risk Factors"
section in our Annual Report on Form 10-K that is incorporated by reference
in
this prospectus, to read about the risks you should consider before buying
our
Common Stock.
Our
principal
executive offices are located at 100 NE Adams Street, Peoria, Illinois 61629.
Our telephone number is (309) 675-1000.
Neither
the
Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal
offense.
The
date of this
prospectus is July 21, 2006.
TABLE
OF
CONTENTS
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Page
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SUMMARY
DESCRIPTION OF CATERPILLAR
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1
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SPECIAL
NOTE
REGARDING FORWARD LOOKING STATEMENTS
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1
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THE
OFFERING
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2
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USE
OF
PROCEEDS
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2
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SELLING
STOCKHOLDERS
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2
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PLAN
OF
DISTRIBUTION
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3
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EXPERTS
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4
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WHERE
YOU CAN
FIND MORE INFORMATION
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5
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INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
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6
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You
should rely
only on the information contained or incorporated by reference in this
prospectus. We have not authorized anyone, including the Trustee, the Trusts
or
the Investment Managers, to provide you with any information that differs from
the information in this prospectus. The Trustee, on behalf of the Trusts, is
not
making an offer to sell and is not seeking to buy these securities in any
jurisdiction where the offer or sale is not permitted. The information in this
prospectus is complete and accurate as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any sale of the
Common Stock.
SUMMARY
DESCRIPTION OF CATERPILLAR
Caterpillar,
through its employees and dealers, designs, manufactures, markets, finances
and
provides support for Caterpillar machines and engines. We believe our products
make progress possible around the world. More information about Caterpillar
is
available on our web site at www.CAT.com. Information on our web site is not
incorporated by reference into this prospectus.
Our
products and
services fall into three principal lines of business:
Machinery:
A principal line
of business which includes the design, manufacture, marketing and sales of
construction, mining and forestry machinery - track and wheel tractors, track
and wheel loaders, pipelayers, motor graders, wheel tractor-scrapers, track
and
wheel excavators, backhoe loaders, log skidders, log loaders, off-highway
trucks, articulated trucks, paving products, telehandlers, skid steer loaders
and related parts. Also includes logistics services for other
companies.
Engines:
A
principal line of
business including the design, manufacture, marketing and sales of engines
for
Caterpillar machinery; electric power generation systems; on-highway vehicles
and locomotives; marine, petroleum, construction, industrial, agricultural
and
other applications; and related parts. Reciprocating engines meet power needs
ranging from 5 to over 21,500 horsepower (4 to over 16 000 kilowatts). Turbines
range from 1,600 to 20,500 horsepower (1 200 to 15 000 kilowatts).
Financial
Products:
A principal line
of business consisting primarily of Caterpillar Financial Services Corporation
(Cat Financial), Caterpillar Insurance Holdings, Inc. (Cat Insurance),
Caterpillar Power Ventures Corporation (Cat Power Ventures) and their respective
subsidiaries. Cat Financial provides a wide range of financing alternatives
to
customers and dealers for Caterpillar machinery and engines, Solar gas turbines,
as well as other equipment and marine vessels. Cat Financial also extends loans
to customers and dealers. Cat Insurance provides various forms of insurance
to
customers and dealers to help support the purchase and lease of our equipment.
Cat Power Ventures is an investor in independent power projects using
Caterpillar power generation equipment and services.
Our
executive
offices are located at 100 NE Adams Street, Peoria, Illinois 61629, and our
telephone number is (309) 675-1000.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and
the information incorporated herein by reference contain "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including statements as to expectations, beliefs, plans, objectives and future
financial performance, and assumptions underlying or concerning the foregoing.
We use words such as "may," "will," "would," "could," "should," "believes,"
"estimates," "projects," "potential," "expects," "plans," "anticipates,"
"intends," "continues" and other similar terminology. These forward-looking
statements involve known and unknown risks, uncertainties and other factors,
which could cause our actual results, performance or outcomes to differ
materially from those expressed or implied in the forward-looking statements.
The following are some of the important factors that could cause our actual
results, performance or outcomes to differ materially from those discussed
in
the forward-looking statements:
| · |
volatility
in
earnings resulting from goodwill impairment losses, which may occur
irregularly and in varying amounts;
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| · |
variability
in financing costs;
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| · |
quarterly
variations in operating results;
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dependence
on
key customers;
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| · |
risks
associated with our foreign operations, including market acceptance
and
demand for our products and our ability to manage the risk associated
with
our exposure to foreign currency exchange rate
fluctuations;
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| · |
our
ability
to protect our trademarks, copyrights and other intellectual
property;
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| · |
changing
market conditions;
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| · |
the
impact of
competitive products and pricing;
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| · |
the
timely
development and market acceptance of the Company's products;
and
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| · |
the
availability and cost of raw
materials.
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Page
1
You
should also
consider carefully the statements set forth in the section entitled "Risk
Factors" and other sections of this prospectus, and in other documents that
we
have incorporated by reference in this prospectus, which address additional
factors that could cause results or events to differ from those set forth in
the
forward-looking statements. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by the applicable cautionary statements. We have
no
plans to update these forward-looking statements.
THE
OFFERING
The
Common Stock
held by the Trusts was acquired through purchases on the New York Stock Exchange
(or other exchanges on which the Common Stock is traded as the case may be),
using contributions made by the Company for the benefit of its employees who
participate in the plans funded through the Trusts, or by contributions made
by
such employees.
USE
OF
PROCEEDS
The
proceeds from
any sale of the Common Stock pursuant to this prospectus are solely for the
account of the selling Trust(s) and for the benefit of employees and retirees
and their beneficiaries participating in the employee benefit plans under which
the selling Trust(s) were established. The Company will not receive any proceeds
from any sale of the Common Stock by the Trusts.
SELLING
STOCKHOLDERS
The
table below
reflects the number of shares of the Common Stock beneficially owned by the
Trusts, each a separate Selling Stockholder, and held by the Trustee of each
of
the Trusts, as of June 27, 2006, and the number of shares of the Common Stock
that each Selling Stockholder may offer for sale from time to time pursuant
to
this prospectus, whether or not such Selling Stockholder has a present intention
to do so. The Selling Stockholders may resell all, a portion, or none of the
shares of the Common Stock from time to time. There is no assurance that the
Selling Stockholders will sell any or all of the shares of Common Stock offered
by them under this registration statement. The inclusion in the table of the
Selling Stockholders shall not be deemed to be an admission that the Trustee,
any Selling Stockholder, or any Investment Manager is an "affiliate" of the
Company.
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Name
of Selling Stockholder
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Number
of Shares of Common Stock Owned Prior To Offering
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Number
of Shares of Common Stock Covered by This
Prospectus
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Shares
Owned After the Offering Assuming the Sale of all Covered
Shares(1)
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Number
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%
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Northern
Trust Company, as Trustee of the Caterpillar Inc. Master Retirement
Trust
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6,393,102
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6,393,102
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-0-
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0%
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Northern
Trust Company, as Trustee of the Caterpillar Investment
Trust
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39,257,646
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1,620
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39,256,026
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5.86%
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Northern
Trust Company, as Trustee of the Caterpillar Inc. Group Insurance
Plan
Trust
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67,003
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67,003
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-0-
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0%
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(1) Assumes
the sale of all securities offered hereby, based upon 669,630,016
shares
of Common Stock outstanding on March 31,
2006.
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The
Retirement
Trust of is a pension trust established under various tax-qualified defined
benefit pension plans maintained by the Company or its affiliates. The Trustee
is a directed trustee with respect to the Retirement Trust account in which
the
Common Stock is held and is subject to the direction by the Investment Managers
that have discretionary authority in connection with the disposition of the
shares of our Common Stock that are held in the Retirement Trust. The Benefit
Funds Committee of the Company has the power to revoke the appointment of the
Investment Managers and appoint new investment managers or to change the scope
of the appointment of the Investment Managers. The Benefit Funds Committee
is a
committee appointed by the Company's Corporate Treasurer who was delegated
this
authority by the Company's Board of Directors.
Page
2
The
Investment
Trust is a trust established under one or more defined contribution plans
maintained by the Company or its affiliates. The defined contribution plans
under which the Investment Trust is established are generally
participant-directed plans. The defined contribution plans offer an employer
stock fund that invests solely in Company Stock and, for that reason,
registration statements on Form S-8 have previously been filed by the Company
and the plans with respect to interests in those defined contribution plans
and
the offering of shares of Common Stock of the Company held in those employer
stock funds. In addition, the defined contribution plans offer other investment
alternative funds that are actively managed by the Investment Managers and
which
primarily consist, among other things, of other publicly-traded securities.
The
Investment Managers, each of whom has discretion to manage an alternative
investment fund under the Investment Trust, may from time to time acquire shares
of our Common Stock to be held in such alternative investment funds. The Trustee
is a directed trustee of the Investment Trust and, with respect to the funds
managed by the Investment Managers (those investment funds other than the
employer stock fund), is subject to direction by the Investment Managers that
have discretionary authority in connection with the disposition of shares of
our
Common Stock that may be held from time to time by such alternative investment
funds. It is only the resale of those shares of our Common Stock held in the
alternative investment funds (other than the employer stock fund) that are
being
registered hereunder. The Benefit Funds Committee of the Company has the power
to revoke the appointment of the Investment Managers and appoint new investment
managers or to change the scope of the appointment of the Investment Managers.
The Benefit Funds Committee is a committee appointed by the Company's Corporate
Treasurer who was delegated this authority by the Company's Board of
Directors.
The
VEBA is a
Section 501(c)(9) voluntary employees' beneficiary association trust maintained
by the Company. The Trustee is a directed trustee with respect to the VEBA
account in which the Common Stock is held and is subject to direction by the
Investment Managers that have discretionary authority in connection with the
disposition of shares of our Common Stock that may be held from time to time
in
the VEBA. The Benefit Funds Committee of the Company has the power to revoke
the
appointment of the Investment Managers and appoint new investment managers
or to
change the scope of the appointment of the Investment Managers. The Benefit
Funds Committee is a committee appointed by the Company's Corporate Treasurer
who was delegated this authority by the Company's Board of Directors.
We
will supplement
this prospectus from time to time as required by the rules of the Commission
among other things to include certain information concerning the security
ownership of the Selling Stockholders or any new Selling Stockholder or the
number of shares of Common Stock offered for resale.
PLAN
OF
DISTRIBUTION
The
shares of
Common Stock covered by this prospectus will be sold for the accounts of the
Retirement Trust, the Investment Trust and the VEBA, by the Trustee at the
direction of an Investment Manager. This prospectus has been prepared for the
purpose of registering the shares of Common Stock held by the Trusts under
the
Securities Act to facilitate future sales by the Trusts to the
public.
The
Selling
Stockholders may sell shares of Common Stock pursuant to this prospectus from
time to time except as may otherwise be limited by applicable law:
| · |
in
transactions (which may include one or more block transactions, including
ordinary brokerage transactions on the New York Stock
Exchange);
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| · |
through
the
writing of options (including the issuance by a Selling Stockholder
of
derivative securities), whether the options or these other derivative
securities are listed on an options or other exchange or
otherwise;
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| · |
purchases
by
a broker-dealer as principal and resale by a broker-dealer for its
own
account;
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| · |
through
short
sales of shares of Common Stock
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| · |
in
a
combination of such transactions;
or
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| · |
any
other
lawful method.
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Each
sale may be
made at prices related to prevailing market prices or at privately negotiated
prices. The Trustee on behalf of a Selling Stockholder and through the
Investment Managers, may effect these transactions by selling the shares of
Common Stock to or through broker-dealers and these broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholder and/or the purchaser of the shares of Common Stock for
which
such broker-dealers may act as agent or to whom they sell as principal, or
both.
This compensation as to a particular broker-dealer might be in excess of
customary commissions.
Page
3
In
effecting sales,
brokers or dealers engaged by the Trustee and/or the Investment Managers may
arrange for other brokers or dealers to participate in the resales. The Trustee
on behalf of the Selling Stockholder and/or the Investment Managers may enter
into hedging transactions with broker-dealers or other financial institutions,
and in connection with those transactions, broker-dealers or other financial
institutions may engage in short sales of the shares of Common Stock. The
Trustee on behalf of the Selling Stockholders and/or the Investment Managers
also may sell shares short and deliver the shares of Common Stock to close
out
such short positions; provided, however, that the short sale is made after
the
registration statement has been declared effective and a copy of this prospectus
is delivered in connection with the short sale. The Trustee on behalf of the
Selling Stockholders or the Investment Managers also may enter into options
or
other transactions with broker-dealers or other financial institutions that
require the delivery to the broker-dealer or other financial institution of
the
shares of Common Stock, which the broker-dealer or other financial institution
may resell pursuant to this prospectus. The Trustee on behalf of the Selling
Stockholders and/or the Investment Managers currently anticipates offering
the
registered securities in connection with the writing of exchange-traded call
options, which would involve the selling of exchange-traded call option
contracts over the shares of the underlying Caterpillar Common Stock. By selling
a call option, the Trustee on behalf of the Selling Stockholders and/or the
Investment Managers receives a premium payment in return for giving the buyer
of
such option the right to buy the Caterpillar Common Stock at a pre-determined
price. The Trustee on behalf of the Selling Stockholders or the Investment
Managers also may loan or pledge the shares of Common Stock to a broker, dealer
or other financial institution, and upon a default, the broker, dealer or other
financial institution may effect sales of the loaned or pledged shares of Common
Stock pursuant to this prospectus.
There
is no
assurance that the Trustee on behalf of the Selling Stockholders, at the
direction of the Investment Managers, will sell any or all of the shares of
our
Common Stock offered under this prospectus.
The
Company has
agreed to pay all expenses incurred in connection with the registration of
the
shares of our Common Stock offered under this prospectus, and the selling
Trust(s), or all of the Trusts, proportionately, if shares are being sold on
behalf of all Trusts, will pay all expenses incurred in connection with the
sale
of the shares of our Common Stock offered hereunder, including all underwriting
discounts and selling commissions, fees and expenses of counsel and other
advisors to the Selling Stockholders, transfer taxes and related charges in
connection with the offer and sale of these shares of Common Stock.
In
connection with
its sales, the Trustee, the Selling Stockholders and any participating
broker/dealer may be deemed to be an "underwriter" within the meaning of Section
2(11) of the Securities Act, and any commissions they receive and the proceeds
of any sale of shares of Common Stock may be deemed to be underwriting discounts
and commissions under the Securities Act.
In
addition, any
shares of Common Stock covered by this prospectus that qualify for sale pursuant
to Rule 144 of the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus.
Both
the Retirement
Trust and the Investment Trust are subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") and Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"). The VEBA was established under
Section 501(c)(9) of the Code for the purposes of funding one or more welfare
benefit plans as defined in ERISA and is also subject to ERISA. Prohibited
transactions under Title I of ERISA and Section 4975 of the Code could arise
if,
absent an available exemption, a person or entity which is a "party in
interest," as defined under ERISA, or a "disqualified person," as defined under
the Code, were to purchase any of the shares of Common Stock being offered
by
any of the Trusts, other than in a blind transaction over a national securities
exchange. Any such potential purchaser should consult with counsel to determine
whether an exemption is available with respect to any such
purchase.
EXPERTS
The
financial
statements and management's assessment of the effectiveness of internal control
over financial reporting (which is included in Management's Report on Internal
Control over Financial Reporting) incorporated in this prospectus by reference
to the Annual Report on Form 10-K/A for the year ended December 31, 2005 have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
an
independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
Page
4
WHERE
YOU
CAN FIND MORE INFORMATION
We
file annual,
quarterly and current reports, proxy statements and other information with
the
SEC. You may read and copy any document we file at the SEC's Public Reference
Room at 100 F Street, N.E., Washington, D.C., 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC
filings are also available to the public from the SEC's web site at www.sec.gov
and from our web site at www.CAT.com/secfilings. Our Common Stock and certain
debt securities are listed on the New York Stock Exchange. Our Common Stock
is
also listed on the Chicago and Pacific Stock Exchanges. Information about us
is
also available at those locations.
We
have filed with
the SEC a registration statement on Form S-3 under the Securities Act covering
the securities described in this prospectus. This prospectus does not contain
all of the information included in the registration statement, some of which
is
contained in exhibits included with or incorporated by reference into the
registration statement. The registration statement, including the exhibits
contained or incorporated by reference therein, can be read at the SEC's website
or at the SEC offices referred to above. Any statement made in this prospectus
concerning the contents of any contract, agreement or other document is only
a
summary of the actual contract, agreement or other document. If we have filed
or
incorporated by reference any contract, agreement or other document as an
exhibit to the registration statement, you should read the exhibit for a more
complete understanding of the document or matter involved. Each statement
regarding a contract, agreement or other document is qualified in its entirety
by reference to the actual document.
The
SEC allows us
to "incorporate by reference" the information we file with them, which means
that we can disclose important information to you that is not included in or
delivered with this prospectus by referring you to those documents that contain
the omitted information. 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 and supersede this information. We incorporate by
reference the documents listed below 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
until the termination or withdrawal of this Registration Statement.
Each
person to whom
a prospectus is delivered may also request a copy of those materials, free
of
charge, by writing us at the following address: Caterpillar Inc., 100 NE Adams
Street, Peoria, Illinois 61629, Attention: Corporate Secretary, or by
telephoning us at and our telephone number is (309) 675-1000.
No
person is
authorized to give any information or represent anything not contained in this
prospectus and any accompanying prospectus supplement. The securities are only
being offered in places where sales of those securities are permitted. The
information contained in this prospectus and any accompanying prospectus
supplement, as well as information incorporated by reference, is current only
as
of the date of that information. Caterpillar's business, financial condition,
results of operations and prospectus may have changed since that
date.
Page
5
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
Rather
than include
certain information in this prospectus that we have already included in
documents filed with the SEC, we are incorporating this information by
reference, which means that we are disclosing important information to you
by
referring to those publicly-filed documents that contain such information.
The
information incorporated by reference is considered to be part of this
prospectus. Accordingly, we incorporate by reference the following documents
filed with the SEC by us:
| · |
Annual
Report
on Form 10-K for the fiscal year ended December 31, 2005, filed on
February 22, 2006 and amended on Form 10-K/A on May 31,
2006;
|
| · |
Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2006,
filed on
May 3, 2006;
|
| · |
Caterpillar's
Current Reports on Form 8-K (File No. 1-768) filed with the Commission
on
June 14, 2006 (two filings);
|
| · |
Caterpillar's
Current Report on form 8-K (File No. 1-768) filed with the Commission
on
June 8, 2006;
|
| · |
Caterpillar's
Current Report on Form 8-K (File No. 1-768) filed with the Commission
on
May 16, 2006 (incorporates Item 8.01
only);
|
| · |
Caterpillar's
Current Report on Form 8-K (File No. 1-768) filed with the Commission
on
February 22, 2006;
|
| · |
Caterpillar's
Current Report on Form 8-K (File No. 1-768) filed with the Commission
on
February 10, 2006 (incorporates Item 8.01 only);
and
|
| · |
The
description of Caterpillar's Common Stock contained in Form S-3,
filed
with the Commission on May 6, 1991 (Registration No. 33-40393), including
any amendment or report filed with the Commission for the purpose
of
updating such description.
|
Neither
Current
Reports on Form 8-K furnished under Item 2.02 of Form 8-K, nor Current Reports
furnished under Item 7.01, of Form 8-K are incorporated by reference in this
prospectus.
All
documents that
we subsequently file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to
be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so
modified or superseded, to constitute a part of this prospectus.
Page
6