- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
November 17 2010 - 6:03AM
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
x
Filed by a Party
other than the Registrant
¨
Check the appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2)
)
¨
Definitive Proxy Statement
¨
Definitive Additional Materials
x
Soliciting Material Pursuant to § 240.14a-11(c) or
§ 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):
x
No fee required.
¨
Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(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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¨
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Fee paid previously with preliminary materials.
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¨
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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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Liebe Kolleginnen und Kollegen, aufgrund der geplanten Ubernahme von Bucyrus durch
Caterpillar Inc. laden wir Sie herzlich em zu einer Informationsveranstaltung Wir begruRen dazu Tim Sullivan, Bucyrus President & CEO, sowie Steve Wunning, Group President Resource Industries Caterpillar Inc. und Chris Curfman, Vice
President Mining & Quarry Product Division Caterpillar Inc. lm Rahmen der Veranstaltung wird es die MOglichkeit geben, Fragen zu stellen. Zeit: Freitag, 19. November 2010 12:00 Uhr 13:00 Uhr Ort: Lünen, HaIle 6 lhre
Geschäftsführung Dr. Dieter Gefner Luis de Leon Dr. Ulrich Paschedag VerantwortlicheAbteilung: GF aushangen bis: 19.11.10
Aushang-Nr.
BUCYRUS® A U S H A N G 116/2010
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BUCYRUS
1100 Milwaukee Avenue · P.O. Box 500
South Milwaukee, Wisconsin 53172-0500,
USA
(+1) 414.768.4000
|
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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