- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
November 15 2010 - 12:13PM
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
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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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November 15, 2010
Dear Valued Employees:
Today we announced the news that Bucyrus has reached an agreement to be acquired by Caterpillar,
the worlds leading manufacturer of construction and mining equipment as well as diesel and natural
gas engines and industrial gas turbines. A copy of the press release we issued this morning is
attached.
While I recognize that this news may come as a surprise to some of you, I firmly believe that this
transaction presents a compelling opportunity for Bucyrus for our shareholders, customers, and
for you, our employees. There is no doubt that over the past several years, we have successfully
grown Bucyrus into a true leader in the global mining machinery industry. In addition to the most
expansive offering in surface and underground mining equipment products, we also boast
technological leadership as well as a strong and diverse network of customers. It is precisely
this unique platform that attracted the interest of a first-rate global company like Caterpillar
they recognize our strengths and are committed to building on Bucyrus as the Companys principal
platform for future growth in the global mining equipment industry.
To that end, Caterpillar intends to establish its global mining headquarters in Milwaukee and to
maintain the Bucyrus brand for the principal Bucyrus legacy products as well as leverage our
distribution infrastructure. Caterpillar clearly recognizes the strong foundation we have created,
which in no small part is the result of your hard work and dedication. This acquisition is a
testament to the tremendous value this employee team has created and to the strength of our brand
in the marketplace.
I am confident that we have found an excellent partner in Caterpillar. Caterpillar has an 85-year
history, and importantly, they share our commitment to providing innovative products and
exceptional service to customers, creating a collaborative and safe work environment for employees,
minimizing the impact on the environment and delivering strong financial performance. Through this
acquisition, we will become part of a larger, dynamic organization, which means substantial
opportunities for most of Bucyrus employees going forward. Without question, Caterpillar
recognizes that Bucyrus has an incredibly talented employee base, which has been critical to the
Companys success.
Todays news is just the first step in the process as we need to obtain regulatory and shareholder
approvals. At this time, we will continue to operate as independent entities, and for us, it is
business as usual. Its important that we all remain connected and committed, with our number one
priority continuing to be meeting the needs of our customers. Lets continue to provide them with
the same industry-leading products and high levels of service they have come to expect from us.
I know that many of you will have questions over the coming days and weeks, and while I may not be
able to answer all of them right now, we are committed to keeping you informed as we move through
the process. In addition, we will be hosting Town Hall and other small group employee meetings
throughout today and in the coming days to try to address some of your questions.
As always, thank you for your hard work and commitment to Bucyrus.
Sincerely,
Timothy W. Sullivan
President & CEO
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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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