UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported): February 9, 2012
CATERPILLAR FINANCIAL SERVICES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware (STATE OR OTHER JURISDICTION OF INCORPORATION) | 001-11241 (COMMISSION FILE NUMBER) | 37-1105865 (IRS EMPLOYER IDENTIFICATION NUMBER) |
2120 West End Avenue, Nashville, Tennessee 37203-0001 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) | ||||
Registrant’s telephone number, including area code: (615) 341-1000
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Exhibits are filed herewith in connection with the issuance on February 9, 2012 by Caterpillar Financial Services Corporation (the “Company”) of $400,000,000 aggregate principal amount of its Medium-Term Notes, Series G, Floating Rate Notes due 2015 (the “Notes”) pursuant to the Company’s previously filed Registration Statement on Form S-3 (Registration No. 333-173364) (the “Registration Statement”) and the related Prospectus dated April 7, 2011, Prospectus Supplement dated April 7, 2011 and Pricing Supplement dated February 3, 2012, relating to the Notes.
(d) Exhibits. The following Exhibits are filed as part of this Report and as Exhibits to the Registration Statement:
| Exhibit | ||
| Number | Description | |
| 5.1 | Opinion of Sidley Austin LLP, as to the legality of the Notes. | |
| 23.1 | Consent of Sidley Austin LLP (included as part of Exhibit 5.1). | |
2
SIGNATURE
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 hereunto duly authorized.
| Caterpillar Financial Services Corporation | |||||
| By: | /s/ J. Wesley Blumenshine | ||||
Name: J. Wesley Blumenshine Title: Secretary | |||||
Date: February 9, 2012
3
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 5.1 | Opinion of Sidley Austin LLP, as to the legality of the Notes. | |
| 23.1 | Consent of Sidley Austin LLP (included as part of Exhibit 5.1). | |
4