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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:
January 3, 2007
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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
Item
8.01.
Other Events
The
following
statement was released by Caterpillar Inc. on January 3, 2007. The furnishing
of
these materials is not intended to constitute a representation that such
furnishing is required by Regulation FD or that the materials include material
investor information that is not otherwise publicly available. In addition,
the
Registrant does not assume any obligation to update such information in the
future.
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* * * *
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January
3,
2007
FOR
IMMEDIATE
RELEASE
Caterpillar
Recommends Rejection of “Mini-Tender” Offer From
TRC
Capital Corporation
PEORIA,
Ill. -
Caterpillar Inc. (NYSE: CAT) announced today that it has been notified of an
unsolicited "mini-tender" offer dated December 26, 2006, made by TRC Capital
Corporation, a private Canadian investment company, to purchase up to 1,750,000
shares of Caterpillar’s common stock, which represent approximately 0.27% of the
shares of common stock outstanding. Shareholders are cautioned that TRC
Capital's unsolicited "mini-tender" offer price of $58.25 per share is
approximately 3.86% below the $60.59 per share closing price of Caterpillar's
common stock on December 22, 2006, the last full trading day before the offer
was commenced. The offer price is also 5.06% lower than the $61.33 per
share closing price of Caterpillar's common stock on December 29, 2006, the
last full trading day of the common stock.
Caterpillar
strongly recommends against shareholders tendering shares in response to this
unsolicited offer. Caterpillar is not affiliated in any way with TRC Capital,
the offer or the offer documentation.
TRC
Capital has
made many such "mini-tender" offers for the shares of other companies for its
profit. These offers are devised to seek less than five percent of a company's
outstanding shares, thereby avoiding many disclosure and procedural requirements
of the U.S. Securities and Exchange Commission (SEC) because they are below
the
SEC's threshold to provide such disclosure and procedural protections for
investors.
The
SEC has
cautioned investors about "mini-tender" offers in an investor alert, noting
that
these offers "have been increasingly used to catch investors off guard" and
that
many investors who hear about "mini-tender" offers "surrender their securities
without investigating the offer, assuming that the price offered includes the
premium usually present in larger, traditional tender offers. But they later
learn that they cannot withdraw from the offer and may end up selling their
securities at below-market prices."
To
read more about
the risks of "mini-tender" offers, please review the alert on the SEC's website
at http://www.sec.gov/investor/pubs/minitend.htm.
Also,
the
Canadian Securities Administration has issued an advisory titled "Mini-Tender
Offers - Watch Out For Mini-Tender Offers at Below Price!" which can be found
in
a September 27, 1999 announcement contained in the News Releases section at
www.osc.gov.on.ca.
Caterpillar
advises
shareholders to consult their financial advisors and to exercise caution with
respect to TRC Capital's offer. Shareholders who have already tendered are
advised that they should consider promptly withdrawing their shares as permitted
under TRC Capital's Offer to Purchase documents. The offer is currently
scheduled to expire at 12:01 a.m., New York City time, on Thursday, January
25,
2007.
Page
2
For
more than 80
years, Caterpillar Inc. has been making progress possible and driving positive
and sustainable change on every continent. With 2005 sales and revenues of
$36.339 billion, Caterpillar is the world's leading manufacturer of construction
and mining equipment, diesel and natural gas engines, industrial gas turbines
and a wide and growing offering of related services. More information is
available at http://www.cat.com.
Caterpillar
contact:
Rusty
L.
Dunn
Corporate
Public
Affairs
(309)
675-4803
Dunn_Rusty_L@cat.com
SAFE
HARBOR
Certain
statements
in this release relate to future events and expectations and as such constitute
forward-looking statements involving known and unknown factors that may cause
actual results of Caterpillar Inc. to be different from those expressed or
implied in the forward-looking statements. In this context, words such as "will"
and "expect" or other similar words and phrases often identify forward-looking
statements made on behalf of Caterpillar. It is important to note that actual
results of the company may differ materially from those described or implied
in
such forward-looking statements based on a number of factors and uncertainties,
including, but not limited to, changes in economic conditions, currency exchange
rates or political stability; market acceptance of the company's products and
services; significant changes in the competitive environment; changes in law,
regulations and tax rates; and other general economic, business and financing
conditions and factors described in more detail in the company's filings with
the Securities and Exchange Commission, including the Form 10-Q filed with
the
Securities and Exchange Commission on November 2, 2006. We do not undertake
to
update our forward-looking statements.
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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
3,
2007
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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
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