Registration No. - ________________
UNITED STATES ____________
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FORM S-3 THE SECURITIES ACT OF 1933 ____________ |
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CATERPILLAR INC. (Exact name of Registrant as specified in its charter)
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Delaware |
37-0602744 |
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R. RENNIE ATTERBURY III |
Approximate Date of Commencement of Proposed Sale to the
Public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: __
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: X
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: __
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: __
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. __
CALCULATION OF REGISTRATION FEE
Title of each Class |
Amount |
Proposed Maximum |
Proposed Maximum Aggregate Offering Price(1) (2) |
Amount |
Debt Securities |
$500,000,000 |
$500,000,000 |
$1 |
$125,000.00
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PROSPECTUS $500,000,000 |
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Caterpillar Inc. |
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Caterpillar Inc. intends to offer at one or more times Debt Securities with a total value not to exceed $500,000,000. We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the supplements carefully before you invest. |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities & Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. |
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These securities have not been approved by the Securities & Exchange Commission or any state securities commission, nor have these organizations passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
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The date of this prospectus is _____________, 2001 |
Where You Can Find More Information
The Company
Prospectus Supplement
Use of Proceeds
Ratio of Profit to Fixed Charges
Description of Debt Securities
General
Exchange, Registration, Transfer, and Payment
Global Securities
Certain Restrictive Covenants
What is a Restricted or Unrestricted Subsidiary?
Other Definitions
Restrictions on Secured Debt (Indenture Section 1007)
Restrictions on Sale and Leaseback Transactions (Indenture Section 1008)
Restrictions on Transfer of Important Property (Indenture Section 1009)
Events of Default (Indenture Sections 501, 502, 601, 602, and 603)
Modification of Indenture (Indenture Section 902)
Consolidation, Merger, or Sale (Indenture Section 801)
Defeasance (Indenture Section 1301 through
1305)
Plan of Distribution
Validity of the Debt Securities
Legal Opinions
Experts
Signatures
Exhibit Index
Rights Agreement Between Caterpillar
and Mellon Investor Services LLC
Opinion of Sean X. McKessy, Securities Counsel
Statement Setting Forth Computation of Ratios of Profit to Fixed Charges
Consent of PricewaterhouseCoopers LLP
Form T-1 Statement of Eligibility
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WHERE YOU CAN FIND MORE INFORMATION
You may request a copy of these filings at no cost, by writing or telephoning us at the following address:
Caterpillar Inc.
You should rely only on the information incorporated by reference or provided in this prospectus or any supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of these Debt Securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents.
Caterpillar, through its employees and dealers, designs, manufactures, markets, finances and provides support for Caterpillar machines and engines. We believe our products help make progress possible around the world. More information about Caterpillar is available on our web site at http://www.CAT.com.Engines: Caterpillar engines provide power to the world - for on-highway trucks, ships and boats, locomotives, and construction, mining agricultural and forestry equipment. Through electrical power generating systems, they supply power to developing or isolated areas. Other systems provide emergency power to hospitals, schools, factories, office buildings
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and airports. A Caterpillar subsidiary, Solar Turbines Incorporated, makes turbine engines that are used to produce, process and transport crude oil and natural gas, and to provide electrical power in many different industries.
Financial Products: Caterpillar Financial Services
Corporation and its subsidiaries offer a wide variety of financing options to
help Caterpillar customers worldwide acquire and use Caterpillar equipment.
Caterpillar Insurance Services Corporation provides various forms of insurance
to Caterpillar customers and dealers to help support their purchase and
financing of Caterpillar equipment.
PROSPECTUS SUPPLEMENT
RATIO OF PROFIT TO FIXED CHARGES
Years Ended | |||||
*6/30 2001 |
12/31 2000 |
12/31 1999 |
12/31 1998 |
12/31 1997 |
12/31 |
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These ratios include Caterpillar, our consolidated subsidiaries, and 50%-owned unconsolidated affiliated companies. Profit is determined by adding income from continuing operations, income taxes and fixed charges. Fixed charges include interest, other costs related to borrowed funds and a portion of rentals representing interest.
*
Represents six months ended June 30, 2001
DESCRIPTION OF DEBT SECURITIES
The indenture does not limit the amount of Debt Securities that may be issued and each series of Debt Securities may differ as to their terms. The Debt Securities may be issued up to the principal amount that may be authorized by us and may be in any currency or currency unit designated by us.
The Debt Securities will be unsecured and unsubordinated and will rank equally with all our unsecured and unsubordinated indebtedness. The Debt Securities will not be subject to any conversion, amortization, or sinking fund. It is anticipated that the Debt Securities will be "book-entry," represented by a permanent global certificate registered in the
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name of the Depository Trust Company or its nominee. However, we reserve the right to issue the securities in certificate form registered in the name of the security holders.
For current information on our debt outstanding, see our most
recent Form 10-K and 10-Q. See Where You Can Find More Information.
Exchange, Registration, Transfer, and Payment
Beneficial interests in global securities will be shown on, and transfers of global securities will be made only through, records maintained by DTC and its participants.
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the United States Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Direct Participants") deposit with DTC. DTC also records the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through computerized records for Direct Participant's accounts. This eliminates the need to exchange certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations.
DTC's book-entry system is also used by other organizations such as securities brokers and dealers, banks and trust companies that work through a Direct Participant. The rules that apply to DTC and its participants are on file with the SEC.
DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., The American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc.
We will wire principal and interest payments to DTC's nominee. We and the Trustee will treat DTC's nominee as the owner of the global securities for all purposes. Accordingly, we, the Trustee, and the paying agent will have no direct responsibility or liability to pay amounts due on the securities to owners of beneficial interests in the global securities.
It is DTC's current practice, upon receipt of any payment of principal or interest, to credit Direct Participants' accounts on the payment date according to their respective holdings of beneficial interests in the global securities as shown on DTC's records. In addition, it is DTC's current practice to assign any consenting or voting rights to Direct Participants whose accounts are credited with securities on a record date, by using an omnibus proxy. Payments by participants to owners of beneficial interests in the global securities, and voting by participants, will be governed by the customary
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practices between the participants and owners of beneficial interests, as is the case with securities held for the account of customers registered in "street name." However, payments will be the responsibility of the participants and not of DTC, the trustee, or us.
Debt securities represented by a global security would be exchangeable for Debt Security certificates with the same terms in authorized denominations only if:
Certain Restrictive Covenants
The indenture requires us to comply with certain restrictive
covenants. These covenants apply to us and Restricted Subsidiaries maintained by
us.
What is a Restricted or Unrestricted Subsidiary?
"Unrestricted Subsidiary" is defined as:
Other Definitions
Important Property: means any manufacturing plants or
facilities of us or any Restricted Subsidiary located in the U.S., Canada, or
Puerto Rico having a gross book value (without deduction for depreciation) in
excess of 1% of Consolidated Net Tangible Assets, other than any plant or other
facility our Board believes is not important to our business as a whole.
Consolidated Net Tangible Assets: means the total of
all assets appearing on the consolidated balance sheet of Caterpillar and its
consolidated subsidiaries prepared in accordance with
accounting principles generally accepted in the United States of America, excluding the sum of (1) all current liabilities and (2)
all goodwill, patents, copyrights, trademarks and other like intangibles.
Secured Debt: means indebtedness secured by a
mortgage, pledge, lien, security interest or encumbrance on:
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Value: means with respect to a Sale and Leaseback Transaction, an amount equal to the greater of:
(In either case, the amount derived is first divided by the term of the lease and then multiplied by the number of years remaining on the lease at the time of determination.)
Restrictions on Secured Debt (Indenture Section 1007)
In addition to these exceptions, we or a Restricted Subsidiary may create, assume, or guarantee other Secured Debt without securing the Debt Securities if the total amount of Secured Debt outstanding and value of Sale and Leaseback Transactions at the time does not exceed 10% of Consolidated Net Tangible Assets.
Restrictions on Sale and Leaseback Transactions (Indenture
Section 1008)
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Restriction on Transfer of Important Property (Indenture Section 1009)
Events of Default (Indenture Sections 501, 502, 601, 602, and 603)
Unless stated otherwise in a prospectus supplement, any Event of Default on a particular series of Debt Securities is not necessarily an Event of Default on another series of Debt Securities.
If an Event of Default occurs on outstanding Debt Securities of a particular series and continues, the Trustee or holders of at least 25% of that series' Debt Securities may declare the principal amount of all Debt Securities in the series due and payable. Under certain circumstances, holders of a majority of the Debt Securities in the series may rescind that declaration.
The Trustee must within 90 days after a default occurs, notify the holders of Debt Securities of that series of the default if we have not remedied it. The Trustee may withhold notice to the holders of any default (except in the payment of principal or interest) if it in good faith considers such withholding in the interest of holders. We are required to file an annual certificate with the Trustee, signed by an officer, about any default by us under any provisions of the indenture.
Subject to the provisions of the indenture relating to its duties in case of default, the Trustee shall be under no obligation to exercise any of its rights or powers under the indenture at the request, order or direction of any holders unless such holders offer the Trustee reasonable indemnity. Subject to the provisions for indemnification, the holders of a majority in principal amount of the debt securities of a series may direct the time, method and place of conducting any proceedings for any remedy available to, or exercising any trust or power conferred on, the Trustee with respect to such Debt Securities.
Modification of Indenture (Indenture Section 902)
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Consolidation, Merger, or Sale (Indenture Section 801)
Defeasance (Indenture Section 1301 through 1305)
The underwriters will acquire the Debt Securities for their own account. They may resell the Debt Securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters will be obligated to purchase all the securities offered if any of the securities are purchased. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
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Underwriters, dealers, and agents that participate in the distribution of the Debt Securities may be underwriters as defined in the Securities Act of 1933 ("Act"), and any discounts or commissions received by them from us and any profit on the resale of the Debt Securities by them may be treated as underwriting discounts and commissions under the Act.
We may have agreements with the underwriters, dealers, and agents to indemnify them against certain civil liabilities, including liabilities under the Act, or to contribute with respect to payments which the underwriters, dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions
with, or perform services for, us or our subsidiaries in the ordinary course of
their businesses.
VALIDITY OF THE DEBT SECURITIES
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Registration Fee |
$125,000.00 |
Accountants' Fees and Expenses | 35,500.00 |
Trustee Fees and Expenses | 50,000.00 |
Debt Rating Agency Fees | 150,000.00 |
Printing and Delivery Expenses | 30,000.00 |
Legal Fees and Expenses | 5,000.00 |
Miscellaneous Expense | 2,000.00 |
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Total | $397,500.00 |
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Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware Corporation Law and our Bylaws provide for indemnification of officers and directors under certain circumstances.
Insurance carried by us provides (within limits and subject to certain exclusions) for reimbursement of amounts which (a) we may be required to pay as indemnities to officers or directors for claims made against them and (b) individual directors, officers and certain employees may become legally obligated to pay as the result of acts committed while acting in their corporate fiduciary capacities.
The underwriting and distribution agreements may provide for
the indemnification of our officers and directors under certain circumstances.
Reference is made to the Exhibit Index filed as part of this
Registration Statement.
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- To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
- To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of the securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
- To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
- That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
- To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
- The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
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- Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Peoria, State of Illinois, on the 10th day of
October,
2001. |
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CATERPILLAR
INC. (Registrant) By: /s/ R.
Rennie Atterbury III |
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October 10, 2001 | |||
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October 10, 2001 |
/s/ Glen A. Barton |
Chairman of the Board, Director |
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October 10, 2001 |
/s/ Vito H. Baumgartner |
Group President |
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October 10, 2001 |
/s/ Gerald S. Flaherty
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Group President |
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October 10, 2001 |
/s/ James W. Owens |
Group President |
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October 10, 2001 |
/s/ Gerald L. Shaheen |
Group President |
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October 10, 2001 |
/s/ Richard L. Thompson |
Group President |
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October 10, 2001 |
/s/F. Lynn McPheeters |
Vice President and Chief Financial Officer |
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October 10, 2001 |
/s/ Kenneth J. Zika |
Controller and |
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October 10, 2001 |
/s/ Lilyan H. Affinito |
Director |
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October 10, 2001 |
/s/ W. Frank Blount |
Director |
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October 10, 2001 |
/s/ John R. Brazil |
Director |
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October 10, 2001 |
/s/ John T. Dillon |
Director |
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October 10, 2001 |
/s/ Juan Gallardo |
Director |
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October 10, 2001 |
/s/ David R. Goode |
Director |
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October 10, 2001 |
/s/ James P. Gorter |
Director |
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October 10, 2001 |
/s/ Peter A. Magowan |
Director |
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October 10, 2001 |
/s/ William A. Osborn |
Director |
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October 10, 2001 |
/s/ Gordon R. Parker |
Director |
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October 10, 2001 |
/s/ Lord Charles D. Powell |
Director |
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October 10, 2001 |
/s/ Joshua I. Smith |
Director |
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October 10, 2001 |
/s/ Clayton K. Yeutter |
Director |
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Exhibit Number
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Description
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4.1 | Indenture dated as of May 1, 1987, between the Registrant and The First
National Bank of Chicago, as Trustee (incorporated by reference from Exhibit
4.1 to Form S-3 (Registration No. 333-22041) filed February 19, 1997).
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4.2 | First Supplemental Indenture, dated as of June 1, 1989, between
Caterpillar Inc. and The First National Bank of Chicago, as Trustee
(incorporated by reference from Exhibit 4.2 to Form S-3 (Registration No.
333-22041) filed February 19, 1997).
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4.3 | Appointment of Citibank, N.A. as Successor Trustee, dated October 1, 1991,
under the Indenture, as supplemented, dated May 1, 1987 (incorporated by
reference from Exhibit 4.3 to Form S-3 (Registration No. 333-22041) filed
February 19, 1997).
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4.4 | Second Supplemental Indenture, dated as of May 15, 1992, between
Caterpillar Inc. and Citibank, N.A., as Successor Trustee (incorporated by
reference from Exhibit 4.4 to Form S-3 (Registration No. 333-22041) filed
February 19, 1997).
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4.5 | Third Supplemental Indenture, dated as of December 16, 1996, between
Caterpillar Inc. and Citibank, N.A., as Successor Trustee (incorporated by
reference from Exhibit 4.5 to Form S-3 (Registration No. 333-22041) filed
February 19, 1997).
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4.6 | Rights Agreement dated as of September 27,
2001, between Caterpillar Inc.
and
Mellon Investor Services LLC.
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5 | Opinion of Sean X. McKessy, Securities Counsel for Caterpillar
Inc., as to the legality of Debt Securities.
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12 | Statement Setting Forth Computation of Ratio of Profit to Fixed
Charges
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23.1 | The consent of Sean X. McKessy, Securities Counsel for
Caterpillar Inc., is contained in his opinion filed as Exhibit 5 to this
Registration Statement.
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23.2 | Consent of PricewaterhouseCoopers LLP
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25 | Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Citibank, N.A. |
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