- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
November 15 2010 - 12:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
Proxy Statement Pursuant to
Section 14(a) of the Securities
Exchange Act of 1934 (Amendment
No. )
Filed by the
Registrant
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Filed by a Party other than the
Registrant
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Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
þ
Soliciting
Material Pursuant to
§240.14a-12
BUCYRUS INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1)
and
0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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BUCYRUS
1100 Milwaukee Avenue · P.O. Box 500
South Milwaukee, Wisconsin 53172-0500, USA
(+1) 414.768.4000
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Employee Q & A
November 15, 2010
1.
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I thought Bucyrus was doing well and had a clear growth strategy. Does this transaction
signal that wasnt the case?
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Not at all. Since becoming a public company in 2004, Bucyrus has done very well.
Today, Bucyrus is a true leader in the global mining machinery industry and is poised for
continued growth. We have a strong brand, the most expansive offerings in surface and
underground mining equipment, technological leadership, a strong and diverse network of
customers, and a talented base of employees.
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It was largely because of this success, which brought us from a $400 million company to
a value of nearly $10 billion, that we believe compelled Caterpillar to come to us with an
extremely financially compelling offer for our shareholders. Moreover, this transaction
provides Bucyrus with the opportunity to be part of a larger, first-rate global company
that is committed to growth in the global mining machinery space. This means access to
enhanced resources for our customers as well as a continued commitment to technological
innovation and substantial growth opportunities for most of Bucyrus employees going
forward.
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2.
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What will happen to Bucyrus presence in Milwaukee?
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Caterpillar is committed to building on Bucyrus as its principal platform for growth in
the global mining machinery industry. As such, it intends to establish its global mining
headquarters in Milwaukee.
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3.
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Will the Bucyrus brand continue to be used?
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Caterpillar recognizes the global strength of the Bucyrus brand, and as such, intends to
maintain the Bucyrus brand for the principal Bucyrus legacy products.
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4.
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Will Bucyrus CEO and other senior management stay on with Caterpillar after the transaction
closes?
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Caterpillar recognizes that Bucyrus has a strong and deep management team. Specific
decisions regarding future leadership will be made over the coming months.
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5.
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What are the potential layoffs going to look like? Am I going to have a job with Caterpillar?
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With any combination like this, there are always some redundancies; however, its too
early to be specific about details as this transaction will take several months to close.
That said, Caterpillar recognizes that Bucyrus has an incredibly talented employee base and
there will be many opportunities for most Bucyrus employees as part of a larger, dynamic
organization.
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I would point out that the integration process, led by a team comprised of members from
both organizations, will be thoughtful and focused on finding the right talent for the
Company going forward. Anyone that is affected ultimately will receive appropriate
severance and be treated with respect and dignity.
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Page 1 of 3
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BUCYRUS
1100 Milwaukee Avenue · P.O. Box 500
South Milwaukee, Wisconsin 53172-0500, USA
(+1) 414.768.4000
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6.
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Will Bucyrus/Caterpillar offer severance and/or outplacement assistance for employees whose
jobs are negatively impacted by the transaction?
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Anyone that is affected ultimately will receive appropriate severance and be treated
with respect and dignity. Keep in mind this announcement is just the first step in the
process and that there will be no immediate action taken until the merger closes several
months from now.
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7.
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Are there any specific facilities that may be closed?
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Its too early to speculate on any potential closures, and there will be no immediate
action taken. Importantly, Caterpillar intends to establish its global mining headquarters
in Milwaukee.
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8.
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Is there a lot of overlap in Caterpillar and Bucyrus product lines?
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Caterpillars and Bucyrus product lines are complementary.
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9.
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Will there be changes to employee benefits and compensation?
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As the transaction will not close for several months, it would be premature to comment
on specific changes at this time. Existing benefits programs will remain in effect until
closing and for a period afterward.
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10.
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What happens between now and the close of the transaction?
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We expect the transaction, which is subject to regulatory and shareholder approvals, to
close mid- 2011. In the meantime, Caterpillar and Bucyrus will continue to operate as
independent entities. For employees and customers, it is business as usual. Meeting the
needs of customers remains Bucyrus number one priority Bucyrus is committed to ensuring
that customers continue to receive the same industry-leading products and high levels of
service they have come to expect.
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11.
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Should I start working with my counterparts at Caterpillar?
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No. Until the transaction closes, it is extremely important for us to continue to
operate as independent companies.
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12.
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What should we be telling our customers?
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You should assure our customers that this transaction represents a highly attractive
proposition for them and we will not miss a beat in delivering on our commitments. You can
let them know that it is business as usual until the transaction closes. Bucyrus is
committed to ensuring that they continue to receive the same industry-leading products and
high levels of service they have come to expect.
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13.
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Who should I contact if I have additional questions?
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If you have additional questions, please reach out to your supervisor and they will do
their best to address any concerns. We are committed to keeping you informed throughout
the process and will communicate any significant developments as they occur.
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Page 2 of 3
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BUCYRUS
1100 Milwaukee Avenue · P.O. Box 500
South Milwaukee, Wisconsin 53172-0500, USA
(+1) 414.768.4000
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Additional Information Relating to Bucyrus and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition
of Bucyrus by Caterpillar. In connection with the proposed merger, Bucyrus intends to file relevant
materials with the Securities and Exchange Commission (the SEC), including a proxy statement on
Schedule 14A, which will be mailed to stockholders of Bucyrus.
BUCYRUS STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE
PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the proxy statement (when
available), as well as other filed documents, without charge, at the SECs website
(http://www.sec.gov). Free copies of Bucyruss filings may be obtained by directing a request to
Bucyruss Investor Relations by telephone to (414)768-4000, in writing to Bucyrus, Attention:
Investor Relations, 1100 Milwaukee Avenue, South Milwaukee, WI 53172, by email to
amalingowski@bucyrus.com or at Bucyruss website (http://www.bucyrus.com).
Bucyrus and its directors and executive officers may be deemed, under SEC rules, to be participants
in the solicitation of proxies from the stockholders of Bucyrus with respect to the proposed
transaction. More detailed information regarding the identity of the potential participants, and
their direct or indirect interests, by securities holdings or otherwise, will be set forth in the
proxy statement and other materials to be filed with the SEC in connection with the proposed
transaction. Information regarding Bucyruss directors and executive officers is also available in
Bucyruss definitive proxy statement for its 2010 Annual Meeting of Stockholders filed with the SEC
on March 12, 2010. These documents are available free of charge at the SECs web site at
http://www.sec.gov and from Investor Relations at Bucyrus.
Caution Concerning Forward-Looking Statements Relating to Bucyrus
Statements in this communication that relate to Bucyruss future plans, objectives, expectations,
performance, events and the like may constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Future events, risks
and uncertainties, individually or in the aggregate, could cause our actual results to differ
materially from those expressed or implied in these forward-looking statements. These
forward-looking statements may be identified by the use of predictive, future tense or
forward-looking terminology, such as believes, anticipates, expects, estimates, intends,
may, will or similar terms. The material factors and assumptions that could cause actual
results to differ materially from current expectations include, without limitation, the following:
(1) the inability to close the merger in a timely manner; (2) the inability to complete the merger
due to the failure to obtain stockholder approval and adoption of the merger agreement and approval
of the merger or the failure to satisfy other conditions to completion of the merger, including
required regulatory approvals; (3) the failure of the transaction to close for any other reason;
(4) the effect of the announcement of the transaction on Bucyruss business
relationships, operating results and business generally; (5) the possibility that the anticipated
synergies and cost savings of the merger will not be realized, or will not be realized within the
expected time period; (6) the possibility that the merger may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; (7) diversion of managements
attention from ongoing business concerns; (8) general competitive, economic, political and market
conditions and fluctuations; (9) actions taken or conditions imposed by the governmental or
regulatory authorities; (10) adverse outcomes of pending or threatened litigation or government
investigations; (11) the impact of competition in the industries and in the specific markets in
which Bucyrus operates; and (12) other factors that may affect future results of the combined
company described in the section entitled Risk Factors in the proxy statement to be mailed to
Bucyruss stockholders Bucyruss filings with the SEC that are available on the SECs web site
located at http://www.sec.gov, including the section entitled Risk Factors in Bucyruss Annual
Report on Form 10-K for the fiscal year ended December 31, 2009. Readers are strongly urged to
read the full cautionary statements contained in those materials. All forward-looking statements
attributable to Bucyrus are expressly qualified in their entirety by the foregoing cautionary
statements. We assume no obligation to update any forward-looking statements to reflect events that
occur or circumstances that exist after the date on which they were made.
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