Fill and Sign the Caterpillar 100 Ne Adams Street Peoria Secgov Form

CATERPILLAR INC. (INCORPORATED IN DELAWARE) 100 NE Adams Street Peoria, Illinois 61629NOTICE and PROXY STATEMENTSpecial Meeting of Stockholders August 5, 1994 To Stockholders: A special meeting of stockholders of Caterpillar Inc. (the "Company") will be held at the offices of First National Bank of Chicago, One First National Plaza, Chicago, IL 60670, on August 5, 1994, at 10:30 a .m., for the purpose of considering and voting upon a proposal to amend Article FOURTH of the Restated C ertificate of Incorporation of the Company to increase the number of shares authorized for issuance by the Compa ny and to effect a two-for-one stock split of the Company's outstanding Common Stock. The close of business on June 20, 1994 has been fixed as the record date for determination of stockholde rs entitled to notice of, and to vote at, the special meeting or any adjournment t hereof. The transfer books will not close. It is important that every stockholder sign, date and promptly return the proxy in the enclosed stamped, addressed envelope. The Board of Directors recommends approval by stockholders of the proposed amendment. By Order of the Board of DirectorsR. RENNIE ATTERBURY III Dated: June 23, 1994 Secretary Caterpillar Inc. 100 NE Adams Street, Peoria, Illinois 61629 June 23,1994 PROXY STATEMENTThis statement is being mailed on or about June 29, 1994 to all stockholders of record at the close of business on June 20, 1994, the record date for determination of stockholders entitled to vote at a speci al meeting of stockholders to be held on August 5. 1994 ("Special Meeting"). This statement is furnished in connect ion with the solicitation by the Board of Directors of proxies for the Special Meeting, at whi ch the Board intends to present a proposal to amend the Company's Certificate of Incorporation to increase the aut horized number of shares that may be issued by the Company and to effect a two-for-one split of the Company's C ommon Stock ("Amendment"). Shares can be voted only if the stockholder is present in person or by proxy. You are encouraged to sign and return the enclosed proxy card. If you wish to give your proxy to a person or persons other than those listed on the enclosed proxy card, a signed proxy card, with the two names listed on the card crossed out and replaced with the name or names of the other person or persons (but no more than two), must be presented by you or your authorized proxy holder at the meeting The representation in person or by proxy of at least one-third of the outstanding shares entitle d to vote is necessary to provide a quorum at the meeting. The affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter sha ll be the act of the stockholders. Pursuant to the Company's bylaws and consistent with the laws of the State of Delawa re, abstentions and "non-votes" are counted as present in determining whether the quorum requirement is satisfied. Abstentions and "non-votes" have the same effect as votes against the proposal. In accordance with the Company's confidential voting policy, all proxies, ballots and voting materials will be kept confidential except for the independent third parties engaged to receive, tabula te and certify the proxies and ballots. No vote of any stockholder will be disclosed to the Company or its employees, or to any third party, except (1) as may be required by law, (ii) as requested by a particular stockholder. or (ii i) in circumstances such as a contested election or initiation of other concerted action with respect to voting at a stockholder me eting VOTING RIGHTS Only holders of Common Stock of record at the close of business on June 20, 1994, are entitled to vote at the Special Meeting. Each share of stock so held entities the holder to one vote. Voti ng rights applicable to Common Stock will not change if the Amendment is approved. As of June 14, 1994, there were approximat ely 101,861,828 shares of Common Stock outstanding. PROPOSED TWO-FOR-ONE STOCK SPLIT IN THE FORM OF A 100% DIVIDEND On June 8, 1994, the Board of Directors approved a proposal to amend Article FOURTH of the Com pany's Restated Certificate of Incorporation to effect a two-for-one stock split of the Common Stock. The Amendment would increase the number of shares the Company is authorized to issue from 205 million (200 mi llion in Common Stock and 5 million in Preferred Stock) to 455 million (450 million in Common Stoc k and 5 million in Preferred Stock). That increase is necessary to provide the Company with authority to issue a number of shares sufficient to effect the split and to reserve authority to issue additional shares if future financing activities require such. The Board of Directors anticipates that the increase in the number of outstanding Common Stock through the stock split may place the market price of Common Stock in a range more attractive to investors and may result in a broader market for that stock. If the proposed Amendment is approved by stockhol ders, the Company will apply to the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, as well as various foreign exchanges, upon which the Common Stock is listed for the continue d listing of that stock on a split basis. The stock split would be effected in the form of a 100% stock dividend. An amount equal to the par value of shares issued in the split would be transferred from the Company's "Profit employed in the business" a ccount to the Company's common stock account. The $ 1.00 par value of the Common Stock would not be adjusted. The Company intends to continue to issue a cash dividend quarterly with regard to the Common Stock. Simultaneous with approval of the Amendment, the Board of Directors voted to increase that quarterly cash dividend on pre-split shares from 15 cents to 30 cents. Note, however, that the decision to pay dividends is made quarterly by the Board of Directors and depends upon the earnings of the Company, cash flow requirements of the Company, management's assessment of future cash flow needs and other factors. The Amendment would be effective as of August 9, 1994. Stockholders of record as of close of business on that day would receive an additional stock certificate representing one additional share of Common Stock for each share held. Stockholders would retain certificates issued prior to the effective date of the Amendment, and those certificates would continue to represent the number of shares evidenced thereby. Certific ates should not be returned to the Company or its transfer agent. It is anticipated that certificat es representing additional shares to be received would be mailed on or about September 5, 1994 to entitled holders. As a result of the Amendment, the number of shares issuable under certain benefit and compensation programs of the Company, a s well as the Company's dividend reinvestment plan, would be adjusted. The Company has been advised by tax counsel that, under U.S. federal income tax laws: the receipt of additional shares of Common Stock in the stock split will not constitute taxable income to stockholders; the cost or other tax basis to a stockholder of each old share held immediately prior to the split will be divided equall y between the corresponding two shares held immediately after the split; and the holding period for each of the two shares will include the period for which the corresponding old share was held. The laws of jurisdictions other than the United States may impose income taxes on the receipt by a stockholder of additional shares of Common Stock resulting from the split. Assuming transactions of an equivalent dollar amount, brokerage commissions on purchases and sales of the Common Stock after the split and transfer taxes, if any, may be somewhat higher than before the split, depending on the specific number of shares involved. Stockholders are urged to consult their tax advisors. ADDITIONAL MATTERS Revocability of Proxy A stockholder giving the enclosed proxy may revoke it at any time before it is exercised by filing with the Company a written notice of revocation or by a duly executed and presented proxy bearing a later date, or by voting in person at the meeting . Solicitation The accompanying proxy is solicited by and on behalf of the Board of Directors. The cost of soliciting proxies will be borne by the Company. Such solicitation is being made by mail and may al so be made by telephone or in person using the services of directors, officers and regular employees of the Company. In additi on, the Company has engaged Georgeson & Co. for a fee of $7,500 plus out-of-pocket expenses to assist in the solicitation. Banks, brokerage firms and other custodians, nominees. and fiduciaries will be reimbursed by the Company for reasonable expenses incurred in sending proxy material to beneficial owners of Common Stock. EXHIBIT A AMENDMENT TO CERTIFICATE OF INCORPORATION The Board of Directors recommends that paragraph (a) of Article FOURTH of the Company's Resta ted Certificate of Incorporation be amended to read as follows: “(a) The corporation is authorized to issue two classes of shares to be designated, respe ctively, .common stock" and 'preferred stock.' The total number of such shares shall be four hundred fifty-five million (455.000.000), all of which shares shall have a par value of $1.00 per share. The total number of shares of common st ock authorized to be issued shall be four hundred fifty million (450,000,000) and the total number of share s of preferred stock authorized to be issued shall be five million (5,000,000). Upon the filing, of this Amendment with the Secretary of State of the State of Delaware, each share of common stock of this corporation then outstanding shall be changed into two shares of common stock of this corporation."