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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): December 3,
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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Item
8.01
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Other
Events.
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On December 3,
2008, Caterpillar Inc. (the “Company”) entered into an underwriting agreement
with Banc of America Securities LLC and J.P. Morgan Securities Inc., as
representatives of the underwriters named in Schedule A thereto (the
“Underwriting Agreement”) with respect to Caterpillar's issuance and sale of an
aggregate principal amount of $1,500,000,000 debt securities, comprised of
$350,000,000 of the Company’s 7.000% Notes due 2013 (the “2013 Notes”),
$900,000,000 of the Company’s 7.900% Notes due 2018 (the “2018 Notes”) and
$250,000,000 of the Company’s 8.250% Debentures due 2038 (the “2038 Debentures”
and together with the 2013 Notes and the 2018 Notes, the
“Securities”). The Securities are registered by the
Company under the Securities Act of 1933, as amended, pursuant to a shelf
registration statement on Form S-3ASR (File No. 333-136265) (the “Registration
Statement”) filed with the Securities and Exchange Commission (“SEC”) on August
3, 2006. The Company has filed with the SEC a prospectus supplement,
dated December 4, 2008, relating to the offer and sale of the
Securities.
The Underwriting
Agreement contains customary (i) representations, warranties and covenants by
the Company, (ii) conditions to closing and indemnification obligations of
the Company, (iii) indemnification obligations of the underwriters, (iv)
termination provisions and (v) other obligations of the
parties.
The foregoing
description of the Underwriting Agreement is not complete and is qualified in
its entirety by reference to the full text of the Underwriting Agreement, which
is filed as Exhibit 1.1 hereto and incorporated by reference
herein.
The Securities were
issued on December 5, 2008 pursuant to that certain Indenture (the “Indenture”)
dated as of May 1, 1987, as subsequently amended and supplemented, between the
Company and U.S. Bank National Association, as successor trustee. The
Securities will be issued in a minimum denomination of $2,000 and integrals of
$1000 thereafter and (i) with respect to the 2013 Notes, will bear interest at
the rate of 7.000% per year and will mature on December 15, 2013, (ii) with
respect to the 2018 Notes, will bear interest at the rate of 7.900% per year and
will mature on December 15, 2018 and (iii) with respect to the 2038 Debentures,
will bear interest at the rate of 8.250% per year and will mature on December
15, 2038. The interest on the Securities will be payable on June 15
and December 15 of each year, commencing June 15, 2009, until maturity of the
respective Securities as stipulated above. The Company may redeem
some or all of the Securities at any time and from time to time at the greater
of 100% of the principal amount of the Securities being redeemed or the
discounted present value of such Securities, discounted at the corresponding
U.S. Treasury rate plus 50 basis points. The Securities will be
unsecured obligations of the Company and will rank equally with all of the
Company’s other unsecured senior indebtedness.
The above
description of the Securities is qualified in its entirety by reference to the
Form of Global Note, the Form of Global Debenture and the
Indenture. The Form of Global Note is attached to this Current Report
on Form 8-K as Exhibit 4.1 and the Form of Global Debenture is attached to
this Current Report on Form 8-K as Exhibit 4.2. The Indenture and any
supplements or amendments thereto were previously filed as Exhibits 4.1
through 4.5 to the Registration Statement on Form S-3 filed with the SEC on
February 19, 1997 (Registration No. 333-22041) and Exhibit 4.6 to the Form 10-K
for the period ending December 31, 2006 filed with the SEC on February 23,
2007.
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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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1.1
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Underwriting
Agreement dated December 3, 2008 between Caterpillar Inc. and Banc of
America Securities LLC and J.P. Morgan Securities Inc., as representatives
of the several underwriters named therein.
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4.1
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Form of
Global Note.
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4.2
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Form of
Global Debenture.
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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: December
5, 2008
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James B.
Buda
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Vice
President, General Counsel and Secretary
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